Terms of Service Agreement

Please read this Terms of Service Agreement (these “Terms”) carefully, as it constitutes legally binding terms and conditions between you, as the user of the Belong Service, and Belong Gaming, LLC and its affiliates (“Belong” “we” “us” or “our”). These Terms apply to your use and access to Belong’s esports retail gaming platform and any Belong-branded websites and applications (collectively, the “Belong Service”), and apply whether you are accessing the Belong Service via a wireless or mobile device, a tablet a personal computer or any other technology or device (each, a “Device”).

If you do not agree to these Terms, then please do not use our Sites or Apps. If you do not agree to be bound by these Terms, you may not access or otherwise use the Belong Services.

These Terms, and any additional terms we may provide regarding other products, services and promotions we may offer, are incorporated in these Terms (the “Additional Terms”). For example, Additional Terms may include our acceptable use policy and community guidelines, and may apply to in-person attendance at Belong arenas, online tournaments and gameplay, and any contest, sweepstakes and other promotions we may offer. The privacy of your personal information is important to us. For more information regarding the collection, use, sharing and transfer of your information, please refer to our Privacy Policy. Any capitalized terms used but not defined herein shall have their respective meanings in the Privacy Policy.

Use of the Belong Service is limited to users 13 years of age and older. Certain features of the Belong Service may be subject to heightened age and/or other eligibility requirements and restrictions. If you are a user between the ages of 13 and 18 (or the age of majority under applicable local law), you and your parent or guardian must review this Agreement together, and your parent or guardian must agree to these Terms on your behalf. If you (or, if applicable, your parent or guardian) do not agree to these Terms, then you must not use or access the Belong Service. Please note that some content provided in connection with the Belong Service may not be suitable for individuals under the age of 18 and parental discretion is advised for all users under the age of 18. By using the Belong Service, you represent and warrant that you are over the age of 18 (or the age of majority under applicable local law), or whose parent or legal guardian has accepted and agreed to this Agreement. You also represent and warrant that your use of the Belong Service does not violate any law, rule or regulation to which you may be subject, including any terms, conditions or requirements promulgated by any provider of a Third Party Platform.

OWNERSHIP

As between you and Belong, Belong owns the Belong Service, including all of the content (e.g., audio-visual content, photographs, audio, images, illustrations, graphics, video, copy, software, etc.), code, data and materials displayed on or otherwise made available through the Belong Service, including as contained in any advertisements and the “look and feel” of such content (collectively, “Content”). This includes all intellectual property and proprietary rights in such Content. When you use the Belong Service or download materials from the Belong Service, you do not acquire any ownership of any such Content. The Belong Service is only for your personal, non-commercial use. You may not make any commercial use of the Belong Service, or any Content made available on the Belong Service, unless you have received our prior written permission.

RESTRICTIONS

Except as we expressly permit, you may not download, display, copy, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any Content on the Belong Service. The framing or scraping of or in-line linking to the Belong Service or any Content, and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content, other than as expressly authorized by us, is prohibited. You further agree to abide by exclusionary protocols (e.g., Robot.txt, Automated Content Access Protocol (ACAP), etc.) used in connection with the Belong Service. Additionally, you are not permitted to alter, delete or conceal in any manner any copyright, trademark, or other notices contained on the Belong Service, including, without limitation, notices on any Content you transmit, display, print, stream or reproduce from the Belong Service. Any unauthorized or prohibited use of any Content may violate or infringe copyright and other laws of the United States and other countries, as well as applicable local and state laws, and may subject you to liability for such unauthorized use.

In order to access and use certain content, features and functionality of the Belong Service, to reserve in-arena experiences, place bookings for future arena visits, and attend our events and compete in our tournaments, we may require that you register for an account (“User Account”) by creating a username and password combination (“User Credentials”), and providing certain personal information. We collect, use and store such information in accordance with our Privacy Policy. You are solely responsible for the accuracy and content of your information. You are also responsible for maintaining the strict confidentiality of your User Credentials and you are responsible for any access to or use of the Belong Service by you or any person or entity using your User Credentials. You agree to immediately notify Belong of any unauthorized use of your User Credentials or User Account or any other breach of security. It is your sole responsibility to (a) control the dissemination and use of your User Credentials and User Account, (b) control access to your User Credentials and User Account, and (c) cancel your User Account on the Belong Service. We reserve the right to deny access, use and registration privileges to any User of the Belong Service if we believe you have provided inaccurate information or if there is a question about the identity of the person trying to access the Belong Service. Belong shall not be responsible or liable for any loss or damage arising from your failure to comply with this Section 4. If you are 13 years of age or older, but younger than 18 (or the age of majority under applicable local law), you may create a User Account online, however, when you first visit a Belong arena to play or attend an event, you will need to bring your parent or legal guardian to approve your User Account.

We want to keep the Belong Service safe and enjoyable for everyone and the use of the Belong Service for unlawful or harmful activities is expressly prohibited. You agree that, while using the Belong Service, you shall not:

• engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity
• submit, post, email, display, transmit or otherwise make available through the Belong Service any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts, contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual
• submit, post, email, display, transmit or otherwise make available through the Belong Service any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity
• engage in or encourage conduct that affects adversely or reflect negatively on our brand, Belong Service, business, goodwill or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person from using the Belong Service, or from advertising or becoming a supplier to us in connection with the Belong Service
• submit, post, email, display, transmit or otherwise make available through the Belong Service any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
• except as expressly permitted herein, use the Belong Service for commercial or business purposes
• modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Belong Service or the rights or use or enjoyment of the Belong Service by any other user
• impersonate any person or entity or falsely state or otherwise represent your affiliation with any person or entity
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Belong Service
• solicit passwords or personal identifying information for commercialor unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other users or other information, including transmitting or facilitating in the transmission of junk email, chain letters, duplicative or unsolicited messages
• modify, reverse engineer, decompile or disassemble any part of the Belong Service, whether in whole or in part, or create any derivative works from any part of the Belong Service, or encourage, assist or authorize any other person to do so
• submit, post, email, display, transmit or otherwise make available through the Belong Service any information, materials or content (and/or engage in or encourage conduct or other activities) that are, or could be perceived as, false, incorrect, misleading or deceptive
  

Belong assumes no responsibility for monitoring the Belong Service for inappropriate, false, incorrect, misleading, deceptive or unlawful content, information, materials or conduct.

Belong reserves the right to investigate and take appropriate legal action against anyone who, in Belong’s sole discretion, violates, or is suspected of violating, this Section 5, including, without limitation, reporting you to law enforcement authorities.

Belong is pleased to hear from its visitors and welcomes your comments regarding Belong products and services. If Belong sponsors a contest or sweepstakes that expressly invites users to submit material for consideration and that contest is governed by a set of Official Rules, then to the extent there is a conflict between the terms of this Paragraph and the terms of such Official Rules, the Official Rules will govern the use of material that is submitted as part of the contest or sweepstakes entry mechanic.

Outside of that type of contest or sweepstakes entry mechanic, however, Belong’s long-standing company policy does not allow it to accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. While we value your feedback on our services, we request that you be specific in your comments on those services and products, and that you not submit any creative ideas, suggestions or materials, including but not limited to original ideas, concepts, or artwork. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by Belong’s or its affiliates professional staff might seem to others to be similar to their own creative work. Accordingly, we ask that you do not send us any original creative materials such as show designs, photographs, drawings, or original artwork that you expect to be compensated for or that you would like to keep private. If you nevertheless choose to make any such submission, Belong may freely use the submission, in whole or in part, for any purpose without any obligation to you.

Without limiting the generality of the foregoing, if you send or post a submission or if you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”) despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on the part of Belong, and Belong shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by Belong without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas. Belong shall have and is hereby irrevocably granted the right, but not the obligation, to reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, incorporate, create derivative works from, exploit, distribute and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, without according you any compensation or credit. By submitting a Submission to the Belong Services or Belong, you represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy. Submissions to the Belong Service and/or Belong will not be acknowledged or returned. You agree and understand that Belong is not obligated to use any Submission you make to the Belong Service or Belong and you have no right to compel such use. You hereby acknowledge and agree that your relationship with Belong is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to Belong does not place Belong in a position that is any different from the position held by members of the general public with regard to your Submission. You understand and acknowledge that Belong has wide access to ideas, designs, and other materials, and that new ideas are constantly being submitted to it or being developed by Belong’s own employees. Many ideas may be competitive with, similar or identical to your Submission in structure, purpose, function, theme, idea, plot, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of Belong’s use of any such similar or identical material. Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of Belong’s actual or alleged exploitation or use of any material you submit to the Belong Service and/or Belong, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the exploitation or other use of any Belong product or service based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.

The appearance, availability, or your use of any third party websites (whether in the form of a hyperlink or redirect), platforms, data or materials (“Third Party Services”) referenced or included anywhere in connection with the Belong Service does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Belong. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability. Accordingly, we encourage you to be aware when you leave the Belong Service and to read the terms and conditions and privacy policy of each Third Party Service you use.

From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, “Sponsors”) found on or through the Belong Service or via a hyperlinked website, service or platform. All such communication, interaction and participation is strictly and solely between you and such Sponsors and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and any Sponsor or any goods or services you may purchase or obtain from any Sponsor).

FEE-BASED SERVICES

We may make available certain fee-based transactions, content and other e-commerce services, including, without limitation, the ability to book reservations at Belong arenas or purchase goods and services on and/or in connection with the Belong Service (“Fee-Based Services”). Certain Fee-Based Services may utilize third party service providers (e.g., Stripe, etc.), and all purchases made through these third party service providers are subject to their respective terms and conditions, and in the event of a conflict between such third party’s terms and conditions and these Terms, the terms and conditions of the third party service provider shall govern and control. Belong is not responsible and has no liability whatsoever for goods or services you obtain through our third party service providers or other web sites or web pages. We encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third parties. You agree to pay in full the prices for any purchases made using the User Account registered to you, including all applicable taxes.

PAYMENT METHOD AND TERMS

The Belong Service may accept certain methods of payment which will be indicated at the time of purchase as forms of payment (each, an “Authorized Payment Method”), subject to certain restrictions, including, without limitation, territory restrictions, bank/payment card restrictions, spending limits, third party service provider restrictions or otherwise, which may prevent the processing of your order. If a transaction has been declined online due to payment card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another Authorized Payment Method. If a payment card company is being used for a transaction, Belong may obtain a pre-approval from the applicable payment card company for an amount up to the amount of the order. All purchases are final once you click the “Submit”, “Book” or similar button/link and billing to your payment card occurs at such time or shortly thereafter. If payment is not received by us from your credit card issuer, you agree to promptly pay all amounts due upon demand by us. Belong reserves the right to change any and all prices for any products or services at any time, for any reason.

ADDITIONAL TERMS AND CONDITIONS

Belong may revise any or all of the fees and prices associated with the Fee-Based Services at any time for any or no reason. Further, Belong does not guarantee that product descriptions or other content and products will be available, accurate, complete, reliable, current or error-free. Descriptions and images of, and references to, products or services on or in connection with the Fee-Based Services do not imply Belong’s endorsement of such products or services. Despite our best efforts, some products or services may be mispriced. If the correct price of a product or service sold by Belong is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or finalizing your reservation, or cancel your order or reservation and notify you of such cancellation.

Belong and its third party operational service providers reserve the right to change product descriptions, images, and references, and to limit the available quantity of any product. Further, if Belong terminates your use of or registration to the Belong Service because you have breached these Terms, you shall not be entitled to a refund of any unused portion of any fees, payments or other consideration.

SUPPORT

If you have a complaint or dispute about a certain charge, or about a certain feature or product made available on or in connection with the Fee-Based Services, you must promptly notify Belong customer service of such complaint or dispute by sending a detailed email to customer-service@belong.gg.

Certain of our Apps or Sites may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your Device may charge you data access fees in connection with your use of such including, without limitation, wireless carrier messaging and other communication, messaging and data fees and charges. Belong will not be responsible for any such data access fees and charges in connection with your use of the Belong Service. Further, the use or availability of certain aspects of the Belong Service may be prohibited or restricted by your wireless carrier and/or data access provider, and not all aspects of the Belong Service may work with all wireless carriers, networks, platforms, services or devices.

These Terms, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Belong without restriction, notice or other obligation to you.

These Terms shall remain in full force and effect while you use or are registered to use any of the Belong Service. You may terminate your use of or registration for the Belong Service at any time, for any reason, and Belong may terminate your use of or registration to the Belong Service at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party.

If you believe that any content or materials appearing on the Belong Service has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

1. Your name, address, telephone number, and email address
2. A description of the copyrighted work that you claim has been infringed;
3. The exact URL or a description of where the alleged infringing material is located
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Copyright Agent

Email: customer-service@belong.gg

By this filing, Belong seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 U.S.C Section 512(c) or elsewhere in the law.

By using the Belong Service, you agree to indemnify, defend and hold Belong, its affiliates, and parent company, and each of their respective successors and assigns, directors, LLC members, officers, employees, representatives, agents, licensors, advertisers, sponsors, partners, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of the Belong Service, or (b) your breach or violation these Terms. Belong reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.

We may modify these Terms from time to time, and at any time, without notice to you, for any reason, in our sole discretion. We may post or display notices of material changes on the Belong Service and/or notify you via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the Belong Service, these changes become effective immediately and if you use the Belong Service after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review these Terms regularly so you are aware of the most current rights and obligations that apply to you.

THE BELONG SERVICE, AND ALL CONTENT, PRODUCTS AND SERVICES MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BELONG, ITS AFFILIATES, PARENT COMPANY, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, SPONSORS AND SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE BELONG SERVICE WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THE BELONG SERVICE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE BELONG SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BELONG, ITS AFFILIATES, PARENT COMPANY, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, SPONSORS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE BELONG SERVICE OR FROM THESE TERMS, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. TO THE EXTENT BELONG MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT ITS LIABILITIES, THE EXTENT OF BELONG’S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

BY ACCESSING THE BELONG SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

You hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to limitations set forth in this section. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. The releases set forth in this Agreement shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.

YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THE CAPACITY OF THE BELONG SERVICE, IN THE AGGREGATE AND FOR EACH USER, IS LIMITED. CONSEQUENTLY, SOME MESSAGES, CONTENT AND TRANSMISSIONS MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE RESTRICTED OR DELAYED OR BECOME COMPLETELY INOPERABLE. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT BELONG ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE OR DELIVER TRANSACTIONS AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE BELONG SERVICE FOR ANY TRANSACTIONS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.

For assistance with technical issues or customer support inquiries, please send an email to customer-service@belong.gg.

• A. These Terms contains the entire understanding and agreement between you and Belong concerning the Belong Service and supersedes any and all prior or inconsistent understandings relating to the Belong Service and your use thereof. These Terms cannot be changed orally. If any provision of these Terms is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms; however, no action arising out of these Terms or your use of the Belong Service, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such case arose). The failure of Belong to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
• B. These Terms and your use of the Belong Service is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the state's conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York. You specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THESE TERMS OF USE, YOUR USE OF THE BELONG SERVICE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
• C. By using the Belong Service in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Belong and/or its parent, subsidiaries, affiliates and each of their respective members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “Belong Entities”) arising out of, relating to, or connected in any way with the Belong Service or the determination of the scope or applicability of this agreement to arbitrate, will be resolved exclusively by final and binding arbitration administered by JAMS and conducted before a sole arbitrator in accordance with the rules of JAMS; (2) this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16; (3) the arbitration shall be held in New York, New York; (4) the arbitrator’s decision shall be controlled by the terms and conditions of these Terms and any of the other agreements referenced herein that the applicable user may have entered into in connection with the Belong Service; (5) the arbitrator shall apply New York law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (6) there shall be no authority for any claims to be arbitrated on a class or representative basis, arbitration can decide only your and/or the applicable Belong Entity’s individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (7) the arbitrator shall not have the power to award punitive damages against you or any Belong Entity; (8) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Belong Entity exceed $125 USD, and you are unable (or not required under the rules of JAMS) to pay any fees and deposits that exceed this amount, Belong agrees to pay them and/or forward them on your behalf, subject to ultimate allocation by the arbitrator. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Belong will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (9) with the exception of subpart (6) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Belong shall be entitled to arbitrate their dispute. For more information on JAMS and/or the rules of JAMS, visit their website at www.jamsadr.com.
• D. To the extent that there is a conflict between these Terms and the Additional Terms, the Additional Terms shall govern.
• E. The Belong Service is controlled by Belong from its offices in the U.S. Belong makes no representation or warranty that the Belong Service or Content contained on or made available in connection therewith is legal, appropriate or available for use in other locations. Those who choose to access the Belong Service from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Belong Service may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
• F. These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These Terms may not be amended, nor any obligation waived, without Belong’s written authorization. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision thereof. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
  

These Terms were last modified on the date indicated above and are effective immediately.

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