Terms of Service

IMPORTANT NOTICES

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SITES, APPS AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE, PRIVACY POLICY AND ALL OTHER TERMS INCORPORATED BY REFERENCE (IF ANY). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SITES, APPS OR SERVICES.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION IN SECTION 16, 16-1 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THESE PROVISIONS GOVERN THE MANNER IN WHICH DISPUTES WILL BE ADDRESSED BETWEEN YOU AND TAIMI. THESE PROVISIONS INCLUDE A MANDATORY PRE-ARBITRATION INFORMAL DISPUTE RESOLUTION PROCESS (EXCEPT FOR INDIVIDUAL CLAIMS OF SEXUAL ASSAULT OR SEXUAL HARASSMENT OCCURRING IN CONNECTION WITH YOUR USE OF THE SERVICES), CLASS ACTION WAIVER AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. IN ARBITRATION, THERE IS TYPICALLY LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

IF YOU BECOME A TAIMI MEMBER AND PAY BY CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD ASSOCIATED WITH AN AUTOMATICALLY RENEWING SUBSCRIPTION), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR CERTAIN PERIODS OF TIME IF YOU DO NOT CANCEL PRIOR TO THE END OF THE TERM. SEE SUBSCRIBTION TERMS.

Any translation from English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English language version of this Terms of Service available at https://taimi.com/terms and any translation, the English language version will prevail. The original English text shall be the sole legally binding version.

1. ACCEPTANCE OF AGREEMENT

These Terms of Service (the “Agreement”) constitute a legal agreement that governs the relationship with users and others who interact with Social Impact INC. 1180 North Town Center Drive Suite 100, Las Vegas, Nevada, 89144, United States of America and our subsidiaries and affiliates (“Taimi,” “we,” or “us”) in connection with the use of taimi.com and/or other websites (the “Sites”) and our Service (as defined below). Taimi may make services, products and features available through our Sites, applications including Mobile Software (as defined in Section 13) and applications available on social networking sites and other platforms, and other downloadable products (the Sites, the applications, the downloadable products and all products, services and features provided by Taimi, including without limitation interfaces of the Service whether in whole or in part shall be referred to collectively as, the “Service”). Taimi may offer additional services or products or modify or revise any part of the Service at our discretion, and this Agreement will apply to all additional services or products and all modified or revised Service unless otherwise indicated. Taimi also reserves the right to cease offering any part of the Service. You agree that Taimi shall not be liable to you or any third party for any modification, revision, suspension or discontinuance of any part of the Service.

Your use of certain parts of the Service may be subject to additional terms and conditions (if any), and such terms and conditions will be either listed in this Agreement, or will be presented or accessible to you by Taimi when you sign up to use, or use, such Service (“Additional Terms”). All such Additional Terms are incorporated by reference into this Agreement unless otherwise indicated.

All visitors to or users of the Service, whether registered or not, are “users” of the Service for purposes of this Agreement. If you register for the Service by creating an account (profile), you become a “Member.”

2. CHANGES TO AGREEMENT

THIS AGREEMENT AND ANY POLICY OR GUIDELINE OF THE SERVICE MAY BE MODIFIED BY TAIMI IN ITS SOLE DISCRETION AT ANY TIME. Taimi shall post the revised Agreement to the Sites and you should regularly check for the updates.

We indicate at the top of the page when this Agreement was last updated. If you are a non-subscribing user or a Member at the time of any modification, unless otherwise indicated, any changes or modifications will be effective immediately upon posting the revisions to the Sites, and your use of the Service after such posting will constitute acceptance by you of the revised Agreement. If you are a Member, who purchased a subscription plan, at the time of any change or modification, unless otherwise indicated, this Agreement will continue to govern your membership until such time that (a)your subscription renews as contemplated by Section 6 or (b) any downloadable Service are updated (depending on which event is closer in time). If you continue your subscription or your device updates the Service, that will constitute acceptance by you of the revised Agreement. Alternatively, if you terminate your subscription or remove the Service off your device at such time, your use of the Service after your termination or new setting up of the Service will constitute acceptance by you of the revised Agreement.

You should frequently review this Agreement and all applicable terms and policies to understand the terms that apply to your use of the Service. If you do not agree to the amended terms, you must stop using the Service.

3. ELECTRONIC RECORDS

Because the Service is provided electronically, you must consent to Taimi’s providing important information electronically if you wish to use the Service. You consent to being provided with this Agreement, notices, disclosures, information, policies and other materials in electronic form (collectively, “Electronic Records”), rather than in paper form in accordance with The Electronic Signatures in Global and National Commerce Act. Your consent to receive Electronic Records applies to all notices, disclosures, documents, records or other materials of any kind that Taimi may be required to provide to you.

Electronic Records will be provided on our Sites, in applications or sent to the email address or phone number associated with your profile or otherwise rendered to you. If you have any trouble printing out, downloading, and/or accessing any Electronic Records, you may contact us in writing at the address provided above.

You may withdraw your consent to receive Electronic Records by contacting us in writing at the address provided above. However, the Service provided by Taimi is only available if you agree to receive Electronic Records, and you understand that withdrawing such consent will result in your account being deactivated. You can obtain a paper copy of an Electronic Record by contacting us in writing at the address provided above, provided that Taimi may charge a reasonable fee to cover the costs of printing and sending the requested Electronic Record.

4. ELIGIBILITY

Age Restrictions. No part of the Service is directed to persons under the age of eighteen (18). IF YOU ARE UNDER EIGHTEEN (18) YEARS OR THE AGE OF MAJORITY IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you represent and warrant you are at least eighteen (18) years of age (or age of the majority in places where eighteen (18) years is not the age of majority). Otherwise, you are not permitted to use the Service

IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE BUT HAVE IMPROPERLY ACCESSED THE SERVICE BY PROVIDING FALSE INFORMATION TO US, NOT ONLY ARE YOU AN UNAUTHORIZED USER USING THE SERVICE IN VIOLATION OF THIS AGREEMENT, BUT YOU MAY ALSO BE PUTTING YOURSELF AND OTHERS IN DANGER. YOU AGREE THAT TAIMI IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER AND IS NOT LIABLE (DIRECTLY OR INDIRECTLY) FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE.

Accessing and/or using the Service is void where prohibited by applicable law of your location. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you become a Member, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. If any such representations or warranties turn out to be false or misleading in any way, your membership will be terminated immediately without refund of any unused or used funds in your account.

5. USE OF SERVICE

You agree that you will only use the Service, including the posting of any content through the Service, in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, United States export control laws.

Subscriber Profile. You will create only one unique valid profile for use of the Service. You understand and agree that anyone may be able to view any information you choose to make publicly available.

Safety. The nature of the Service promotes the sharing of personal information by users with other users. Taimi cannot and does not assure that it is safe for you to have direct contact with other users of the Service. Current technological developments make it possible for users of the Internet to obtain personal information about, and locate, other users, with very little other information. If you believe that any user of the Service is harassing you or is otherwise using personal information about you for unlawful purposes, we encourage you to first inform local law enforcement authorities and then to contact us so that we may take appropriate action to block further use of the Service by any user who is using the Service and information obtained from it for improper purposes.

You assume all risks when using the Service, including but not limited to all risks associated with any online or offline interactions with others, including dating. In addition, you agree to take all necessary precautions when meeting other users, especially if you decide to meet in person. There is no substitute for acting with caution when communicating with any stranger who wants to meet you. YOU UNDERSTAND THAT SERVICE CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ALL MEMBERS. TAIMI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. TAIMI MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ABILITY TO SECURE ANY VISAS OR OTHER INTERNATIONAL TRAVEL DOCUMENTATION. TAIMI RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. You acknowledge that not all users are available for matching and that Taimi may create test profiles or accounts to monitor the operation of the Service.

Profile Security. You understand that you are responsible for maintaining the confidentiality of the username and password of your profile, and you are fully responsible for all activities that occur under your username and password, including the purchase of any of our Paid Service (as defined in Section 6 below). You agree to immediately notify Taimi if you suspect any unauthorized use of your username or password or any other breach of security. You acknowledge that Taimi is not responsible for any loss or damage arising from the theft or misappropriation of your username or password.

Personal Use. You will only use the Service for your sole, personal use and not in connection with any commercial endeavors. You will not (a) authorize others to use the Service on your behalf, (b) authorize others to use your profile on their own behalf or (c) otherwise attempt to transfer your right to use the Service to any other person or entity.

No Commercial Solicitation or Advertising. You will not engage in any advertising or solicitation to buy or sell any products or services through the use of the Service and you will not transmit any chain letters, junk or spam email to other users. Additionally, you will not use any information obtained from the Service in order to contact, advertise to, solicit or sell to any user without their prior explicit consent. You must not purchase, sublicense, grant, gift or otherwise alienate your rights to the Service in whole or in part and receive the Service or any rights to the Services in whole or in part from other users as a reward, payment, remuneration, settlement, salary or another fee unless it is directly contemplated hereby.

User Conduct. Taimi is not responsible or liable in any manner for the conduct of its users, whether or not such conduct is in connection with the use of the Service. YOU ACKNOWLEDGE THAT YOU USE THE SERVICE AT YOUR OWN RISK.

You agree not to do any of the following in connection with the Service or the users thereof:

include offensive content or pornographic materials in your personal profile page;
use the Service in any unlawful manner, including creation of a lot of accounts by one user to conduct illegal activities in Taimi, or in a manner that is harmful to or violates the rights of others;
engage in any unlawful, harassing, obscene, intimidating, threatening, predatory or stalking conduct;
use the Service in any manner that could disrupt, damage, disable, overburden, impair or affect the performance of the Service or interfere with or attempt to interfere with any other user’s use of the Service including, but not limited to using false receipts or confirmation of purchase/payment;
impersonate any person or entity, or misrepresent your age, identity, affiliation, connection or association with, any person or entity;
defraud, swindle or deceive other users of the Service;
disseminate another person’s personal information without their permission, or collect or solicit another person’s personal information for commercial or unlawful purposes;
solicit or engage in gambling or any similar activity or any illegal or unlawful activity;
use any scripts, bots or other automated technology to scrape or access the Service;
use the Service for any phishing, trolling or similar activities;
use the Service to redirect users to other sites or encourage users to visit other sites;
harvest or collect email addresses or other contact information of other users from the Service by electronic or other means or use the Service to send, either directly or indirectly, any unsolicited bulk e-mail or communications, unsolicited commercial e-mail or communications or other spamming activities;
use the Service to promote or facilitate prostitution and/or facilitate traffickers in advertising the sale of unlawful sex acts with sex trafficking victims;
attempt to access any part of the Service that you are not authorized to access.

Reporting Violations. If you wish to report any violation of this Agreement by others, including Members, you may do so by using a specific link on the Service or by contacting us at support@taimi.com.

You understand and agree that if Taimi believes in its sole discretion that you have violated the terms of this Agreement, misused the Service or behaved in a way that could be regarded as inappropriate, unlawful, illegal or unsafe, Taimi may, among other things, investigate, take legal action against you and/or terminate your profile and cancel your subscription and/or membership and/or report your violations to competent authorities.

6. PAID SERVICE

General. If you purchase any functionality of the Service that we may, from time to time, offer for a fee (the “Paid Service”), including but not limited to, a paid subscription to our Service or any paid in-Service features (if any), you authorize Taimi and our designated payment processors to store your payment information and other related information. You also agree to pay the applicable fees for the Paid Service (including without limitation periodic fees for ongoing subscriptions (the “Subscription Fees”) as set forth on the Service) as they become due plus all related taxes (including without limitation sales and use taxes, duties or other governmental taxes or fees), and to reimburse us for all collection costs and interest for any overdue amounts. All fees and charges are nonrefundable and there are no refunds or credits for any partially used Paid Service (including partially used subscription periods) except (i) as expressly set forth in this Agreement, (ii) as otherwise required by applicable law and (iii) at Taimi’s sole and absolute discretion. You can also find more relevant information on our refund approaches toward some types of the Paid Services within respective Sections hereof. Fees for the Paid Service may be payable in advance, in arrears, per usage or as otherwise described when you purchase the Paid Service. All prices for the Paid Service are subject to change without notice (except as otherwise described in this Section 6).

Payment Method. Taimi may, from time to time, offer various payment methods, including without limitation payment by credit card, by debit card, by check, by certain mobile payment providers or by using PayPal. You authorize Taimi to charge you for the Paid Service through any payment method(s) you select when purchasing the Paid Service (the “Payment Method”) and you agree to make payment using such Payment Method(s) (we may, from time to time, receive and use updated payment method information provided by you or that financial institutions or payment processors may provide to us to update information related to your Payment Method(s), such as updated expiration dates or account numbers). Certain Payment Methods, such as credit cards and debit cards, may involve agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Methods (the “Payment Method Provider”). If we do not receive payment from your Payment Method Provider, you agree to directly pay all amounts due upon demand from us. Your non-termination or continued use of the Paid Service reaffirms that we are authorized to charge your Payment Method.

The Paid Service may also be purchased through your accounts with certain third parties, such as your Apple iTunes account, your Google Play account (“Third Party Account”). If you purchase any Paid Service through a Third Party Account, billing for these Paid Service will appear through your Third Party Account. You should review the Third Party Account’s terms and conditions, which we do not control.

Automatic Renewal of Subscriptions. IF YOU PAY FOR A SUBSCRIPTION BY CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD IDENTIFIED ON OUR SERVICE) AND YOU DO NOT CANCEL YOUR SUBSCRIPTION AS SET FORTH IN SUBSCRIPTION TERMS OR BELOW TO THE END OF THE SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED AT THE END OF EACH TERM FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME DURATION AS THE SUBSCRIPTION TERM ORIGINALLY SELECTED (FOR EXAMPLE, UNLESS YOU CANCEL, A ONE MONTH SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS). UNLESS OTHERWISE INDICATED IN ANY APPLICABLE ADDITIONAL TERMS OR COMMUNICATIONS WE SEND TO YOUR REGISTERED EMAIL ADDRESS, SUCH RENEWAL WILL BE AT THE SAME SUBSCRIPTION FEE AS WHEN YOU FIRST SUBSCRIBED, PLUS ANY APPLICABLE TAXES, UNLESS WE NOTIFY YOU AT LEAST TEN (10) DAYS PRIOR TO THE END OF YOUR CURRENT TERM THAT THE SUBSCRIPTION FEE WILL INCREASE. YOU ACKNOWLEDGE AND AGREE THAT YOUR PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED FOR SUCH SUBSCRIPTION FEES, PLUS ANY APPLICABLE TAXES, UPON EACH SUCH AUTOMATIC RENEWAL. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF YOU ARE NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.

Cancellation of Subscriptions. TO CHANGE OR CANCEL YOUR SUBSCRIPTION AT ANY TIME, OTHER THAN PURSUANT TO SECTION 20, FOLLOW THE INSTRUCTIONS ON YOUR PROFILE SETTINGS PAGE. IF YOU PURCHASED A SUBSCRIPTION THROUGH A THIRD PARTY ACCOUNT, YOU WILL NEED TO CANCEL YOUR SUBSCRIPTION THROUGH THAT THIRD PARTY AND IN ACCORDANCE WITH THAT THIRD PARTY’S TERMS AND CONDITIONS. IF YOU CANCEL YOUR SUBSCRIPTION, OTHER THAN PURSUANT TO SECTION 20, YOUR SUBSCRIPTION BENEFITS WILL CONTINUE UNTIL THE END OF YOUR THEN CURRENT SUBSCRIPTION TERM, BUT YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER THAT TERM EXPIRES. YOU WILL NOT BE ENTITLED TO A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR THE THEN CURRENT SUBSCRIPTION TERM, EXCEPT AS PROVIDED IN SECTION 20 OF THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW.

From time to time, we may offer free trials or other promotion. As an example, we may offer promotions that provide free subscriber-level access to the Service for a certain period of time. Trials are not available to users who have already paid the Subscription Fees and have previously received a free trial and cancelled it prior to paying the Subscription Fees.

YOU MUST CANCEL YOUR SUBSCRIPTION (IN ACCORDANCE WITH SECTION 13(e) ABOVE) BEFORE THE END OF THE PROMOTION PERIOD IN ORDER TO AVOID BEING AUTOMATICALLY CHARGED FOR SUBSCRIPTION FEES.

Current Information Required. You agree to provide current, complete and accurate billing information and agree to promptly update all such information (such as changes in billing address, credit card number or credit card expiration date) as necessary for the processing of all payments that are due to Taimi. You agree to promptly notify Taimi if your Payment Method is canceled (for example, due to loss or theft) or if you become aware of a potential breach of security related to your Payment Method. If you fail to provide any of the foregoing information, you acknowledge that your current Payment Method may continue to be charged for the Paid Service and you remain responsible for all such charges.

Change in Amount Authorized. If the total amount to be charged varies from the amount you authorized when purchasing any Paid Service (other than due to the imposition or change in the amount of taxes, including without limitation sales and use taxes, duties or other governmental taxes or fees), Taimi will provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. If you do not cancel your Paid Service before the increased price goes into effect, you agree to pay the increased price for the Paid Service. You agree that Taimi may accumulate charges incurred and submit them as one or more aggregate charge during or at the end of each billing cycle. Taimi will inform you of any additional charges that are accumulated.

Taimi reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

7. USER CONTENT

Displaying, translating whether in real-time or pre-recorded (created in advance) or otherwise communicating to Taimi through the Service or to other users including without limitation messages, data, text, photos, video, music, graphics, links, records, audio-visual works or other materials posted through chat messages, video messages, community pages, email messages, mobile messages, any other types of live or recorded messages, photos, profile information or otherwise communicated to us or other users (your submissions and those of other users), collectively are “User Content”. Taimi does not control, take responsibility for or assume liability for any User Content posted by you or any third party, or for any loss or damage thereto, nor is Taimi liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you encounter. From time to time, we may issue and amend some additional rules and polices as to regulate manner in which you can create and use the User Content within the Service.

Accuracy of Information. You will not post any inaccurate, misleading, incomplete or false information or User Content to Taimi or to any other user. You may be required to supply certain information and post a photo of yourself to use the Service.

No Obligation to Review User Content. Although you understand and acknowledge that Taimi has no duty to prescreen, review, control, monitor or edit the User Content and is not liable for User Content that is provided by others, you agree that Taimi may, at its sole discretion, review, edit, refuse to accept or delete User Content at any time and for any reason or no reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Service at your sole cost and expense. This includes Taimi’s right to modify, crop, edit or move to closed sections of Your Profile with restricted access of other Members any photos you submit to comply with Taimi’s policies, practices and procedures. By getting access to private albums of other Members you understand and expressly agree to receive content uploaded by such other Members which may potentially be sexually explicit.

Non-Consensual Content. Taimi requires all users to make sure that their content must adhere to our core values and Community Rules, as well as our Terms of Service. By uploading photos or videos in the Taimi app Users represent and warrant that they have obtained and maintain valid consent for all persons featured in all content uploaded to the app. By uploading photos or videos in the Taimi app Users confirm that they are solely responsible for any claim, demand or action related to infringing non-consensual content rules.

Content that Taimi identifies as a violation of non-consensual content rules in local applicable laws will be removed, and the associated user’s account actioned accordingly.

Do NOT use the app to upload, post, or otherwise share explicit images or videos that were taken, appear to have been taken or that were shared without the consent of the people involved. Examples of the types of content that violate this Terms of Service include, but are not limited to*:

Videos or photos of any person, whether in a public or private setting, without that person’s valid written consent (such as hidden/spy camera content, or up-skirt content);
Sharing explicit sexual images of someone else without their valid written consent (this would include, namely: non-consensual distribution of intimate images, also commonly referred to as “revenge porn”);
Sharing non-sexually explicit images of someone else without their valid written consent;
“Doxing”, defined as exposing private and identifying information about a particular individual, including phone number, e-mail, address, or full name.

License of User Content to Taimi. Taimi claims no ownership or control over your User Content, except as otherwise specifically provided herein, on the Service or in a separate agreement. By submitting or posting User Content, you automatically grant, and you represent and warrant that you have the right to grant, to Taimi, its affiliates, licensees and successors an irrevocable, perpetual, non-exclusive, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, reproduce, adapt, modify and distribute (including but not limited to, with marketing, advertising or other commercial purposes) such User Content furnished by you and to prepare derivative works of, or incorporate into other works, such information and User Content, and to grant and authorize sublicenses of the foregoing in any medium. You represent and warrant that the User Content and the public posting and use of your User Content by Taimi will not infringe or violate any third-party rights, including without limitation any intellectual property rights or rights of privacy or publicity, or cause any harm to any third party or violate the terms of this Agreement.

By posting User Content, you hereby release Taimi and its agents and employees from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any additional compensation for any use of your User Content.

Use of Proprietary Information of Others. You will not post, copy, transfer, create any derivative works from, distribute, reproduce or show in any manner any copyrighted or trademarked or other proprietary information or materials, including any User Content posted by other users, without the prior consent of the owner of such proprietary rights. You acknowledge that information or materials available through the Service may have copyright protection whether or not it is identified as being copyrighted.

Prohibited Content. You will not post, transmit or deliver to any other user, either directly or indirectly, any User Content that violates any third-party rights or any applicable law, rule or regulation or is prohibited under this Agreement or any other Taimi policy governing your use of the Service (“Prohibited Content”). We are entitled to amend, supplement or otherwise change the Prohibited Content listed below in any time, including, by issuing additional relevant rules and policies. The Prohibited Content includes without limitation User Content that:

is obscene, pornographic, profane, defamatory, abusive, offensive, indecent, threatening, harassing, inflammatory, inaccurate, misrepresentative, fraudulent or illegal;

promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

is intended to, or does, harass, or intimidate any other user or third party;

may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, including User Content that contains others’ copyrighted content (e.g., photos, images, music, movies, videos, etc.) without obtaining proper permission first;

contains video, audio, photographs, or images of another person without their express written consent (or in the case of a minor, the minor’s legal guardian) or otherwise violates anyone’s right of privacy or publicity;

promotes or enables illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs;

violates someone’s data privacy or data protection rights;

contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;

contains any advertising or promotional content; or

is, in the sole judgment of Taimi, objectionable or restricts or inhibits any person from using or enjoying the Service or exposes Taimi or its users to harm or liability of any type.

Submissions. Separate and apart from the User Content you provide as part of your use of the Service, you can submit questions, comments, feedback, suggestions, success stories, ideas, plans, notes, drawings, original or creative materials or other information relating to Taimi and our Service (collectively, “Submissions”). Submissions, whether posted to the Service or provided to Taimi by email or otherwise, are non-confidential and shall become the sole property of Taimi. Taimi shall exclusively own all right, title and interest, including without limitation all intellectual property rights, in and to any and all Submissions. Taimi shall be entitled to the unrestricted use and dissemination of any Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8. PRIVACY AND MAILING

Please refer to our Privacy Policy for information about how Taimi collects, uses, stores and discloses personally identifiable information from its users.

As well, we may send you service notifications and notifications on your profile activity in order to keep you updated and protect your Taimi profile (the “transaction messages”). Terms of notification are set forth in our Privacy Policy and specified herein.

In the event you are located in the USA, the following rules are applicable:

by giving us the contact details, then you give us consent to receive messages and mailings via e-mail, SMS or by other means;

we may send you non-commercial, related to the fulfillment of your or Taimi’s obligations hereunder (basically, this is information about the main stages of our cooperation, literally, transaction messages);

if we send you SMS, the approximate number of messages can reach 50 messages per month, but can be increased due to the intensity of your activity or activity of other users toward you within Taimi application. In order to stop to receive SMS, it will be enough to send “STOP” to the number from which the messaging started (where available), or “STOP-SMS” to support@taimi.com, but you have to indicate the mobile number of recipient;

if we send you emails, all our emails will include the sender’s contact information (website name, contact phone number, physical post address and other information required by applicable law), as well as an unsubscribe button;

If you decide to unsubscribe from mailings or other messages without reference to the content of the message, you shall send us a notification to support@taimi.com. Upon receipt of such notice, we will cease mailing. Also, you can unsubscribe from through your account settings;

all complaints about subscriptions, notifications and mailing will be processed without prolonged unreasonable delays. Any feedback, complaints, requests to stop mailing and unsubscribe from mailings will be processed free of charge.

9. INTELLECTUAL PROPERTY RIGHTS AND LIMITED LICENSE

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, interface (including user and functional interface), images, text, graphics, designs, illustrations, Taimi logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, information, data, other files and the arrangement thereof and User Content belonging to other users (the “Proprietary Materials”), and all intellectual property rights related thereto, are the exclusive property of Taimi and its licensors (including other users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights of Taimi.

You are granted a limited, revocable, non-sublicensable worldwide license to access and use the Service, subject to the terms and conditions of this Agreement. You agree that you will not (i) copy, modify, publish, adapt, sublicense, translate, sell, distribute, transmit, perform, display, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Proprietary Materials or the Service or cause others to do so; (ii) “frame” or “mirror” any part of the Service, without our prior written authorization; (iii) use meta tags or code or other devices containing any reference to Taimi or the Service in order to direct any person to any other website for any purpose; (iv) resell or make any commercial use of the Service; (v) use any data mining, robots, or similar data gathering or extraction methods or otherwise collect any pictures, descriptions, data or other content from the Service; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (vii) use any automated methods or processes to create user accounts or access the Service or (viii) use the Proprietary Materials or the Service other than for their intended purpose. Any use of the Service or Proprietary Materials other than as expressly authorized herein, without the prior written consent of Taimi, is strictly prohibited and will violate and terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Taimi reserves all rights not expressly granted herein in the Service and the Proprietary Materials. This license is revocable at any time.

You are hereby acknowledged that Taimi is entitled to terminate or strike off the license to access and use the Service anytime and at its own discretion.

10. COPYRIGHT POLICY

If you are a copyright owner or an agent thereof and believe that anything on the sites infringes upon your copyrights, you may submit a notification of infringement pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our website (please include URLs to help us identify the material); (iv) your address, telephone number, and email address; (v) a written 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; and (vi) 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. Taimi’s designated Copyright Agent to receive notifications of claimed infringement is:

Social Impact INC.

1180 North Town Center Drive Suite 100,

Las Vegas, Nevada, 89144, United States of America.

Email: legal@taimi.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

11. TRADEMARKS

“TAIMI,” Taimi’s logos and any other trade name or slogan contained in the Service are trademarks or service marks of Taimi, its partners or its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Taimi or the applicable trademark holder. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Taimi and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

12. THIRD PARTY CONTENT

Taimi may provide third party content on the Service and may provide links to web pages and content of third parties (collectively the “Third Party Content”) as a service to those interested in this information. Taimi does not control, endorse or adopt any Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Taimi is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.

The Service may contain advertisements and promotions from third parties or may otherwise provide information about or links to third party products or services. Your dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Taimi is not responsible for, and does not endorse, any features, content, advertising, products, services or other materials on or available from third party sites. You agree that Taimi shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of such dealings or as a result of the presence of such third party advertisers or third party information on the Service.

13. MOBILE SOFTWARE

Mobile Software. We may make available software to access the Service via a mobile or tablet device (“Mobile Software”). To use the Mobile Software, you must have a device that is compatible with the Mobile Software. Taimi does not warrant that the Mobile Software will be compatible with your device. Taimi hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Taimi account on devices owned or leased solely by you, for your personal use only. You acknowledge that Taimi may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your device. You consent to such automatic upgrading on your device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Additional terms to those contained in this Section 13 may be contained in an End User License Agreement (if any) associated with any Mobile Software.

Mobile Software from iTunes or the App Store. The following applies to any Mobile Software you acquire or download from the iTunes Store or the App Store provided by Apple (“Store-Sourced Software”):

you acknowledge and agree that this Agreement is solely between you and Taimi, not Apple, and that Apple has no responsibility for the Store-Sourced Software or content thereof. Your use of the Store-Sourced Software must comply with the App Store Terms of Service;

you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Store-Sourced Software. In the event of any failure of the Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Taimi;

you acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Store-Sourced Software or your possession and/or use of the Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Taimi;

you acknowledge that, in the event of any third party claim that the Store-Sourced Software or your possession and use of that Store-Sourced Software infringes that third party’s intellectual property rights, Taimi, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement; and

you and Taimi acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Store-Sourced Software against you as a third party beneficiary thereof. Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using Store-Sourced Software.

Support. Taimi is solely responsible for providing any maintenance and support services as specified in this Agreement or as required under applicable law. Taimi and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Mobile Software. In some cases, Taimi can use a chat bot to communicate with the user to solve issues related to the Service. While communicating with the user via a chat bot, Taimi does not transfer personal information to third parties.

Export Controls. The Mobile Software and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Mobile Software and/or supporting documentation, you are agreeing to the foregoing and you represent and warrant that you (a) are not located in, under the control of, or a national or resident of any such country or on any such list, (b) are not listed on any U.S. Government list of prohibited or restricted parties, and (c) you agree to comply with all United States and foreign laws related to use of the Mobile Software and other parts of the Service.

Users Outside the U.S. If you are using the Mobile Software outside the U.S.A., then the following shall apply: (i) you confirm that this Agreement and all related documentation is and will be in the English language; (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Mobile Software or any services accessed or used in connection with the Mobile Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

Injunctive Relief. You acknowledge and agree that your breach or threatened breach of this Section 13 shall cause Taimi irreparable damage for which recovery of money damages would be inadequate and that Taimi therefore may seek timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

14. DISCLAIMERS

TAIMI PROVIDES THE SITES, THE PROPRIETARY MATERIALS AND THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL PROPRIETARY MATERIALS AND OTHER INFORMATION AND CONTENT CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

TAIMI DOES NOT REPRESENT AND WARRANT THAT (A) YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, COMPLETE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, (B) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED OR (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TAIMI DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SERVICE OR THE DELIVERY OF ANY MESSAGES.

TAIMI DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF OR SCREEN THE PERSONS SUBSCRIBING TO OR USING THE SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICE BY OTHER USERS OF THE COMMUNITY. THEREFORE, TAIMI DISCLAIMS ALL LIABILITY FOR YOUR INTERACTIONS WITH AND THE CONDUCT OF OTHER USERS AND FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

TAIMI DOES NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION ON THE SERVICE, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR THE CONDUCT OF ANY USERS OR MEMBERS OR FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN TAIMI. UNDER NO CIRCUMSTANCES WILL TAIMI BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR HARM OF ANY KIND RESULTING FROM ANY USER CONDUCT OR FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICE, OR TRANSMITTED TO OR BY ANY USERS.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES AND TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TAIMI, ITS AFFILIATES, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE, OR THE PROPRIETARY MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM TAIMI, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO TAIMI’S RECORDS, PROGRAMS OR SERVICES. UNDER NO CIRCUMSTANCES WILL TAIMI’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, EXCEED THE GREATER OF (1) THE AGGREGATE AMOUNT OF FEES FOR ANY PAID SERVICE PAID BY YOU DURING THE IMMEDIATELY PRECEDING SIX MONTHS OR (2) $100.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TAIMI BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, IDENTITY THEFT AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS OR OTHER INTERACTIONS WITH OTHER USERS OF THE SERVICE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

16. INFORMAL DISPUTE RESOLUTION PROCESS

This Pre-arbitration Informal Dispute Resolution Process is designed to increase the likelihood of prompt and low-cost resolutions to any dispute you may have with Taimi. By using the Services, you and Taimi agree to first attempt to resolve any disputes informally before initiating any arbitration by providing the other party with a written notice (“Notice”) to 1180 North Town Center Drive Suite 100, Las Vegas, Nevada, 89144, USA. However, if your dispute includes individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services, then you are not required to send a Notice. If Taimi has a dispute with you, Taimi agrees to first send a Notice to you at your most recent email address on file with us, or if no email address is on file, other contact information associated with your account.

Your Notice must include your signature and the following details: (i) your full name; (ii) account identifiers such as account ID, profile screenshot, or anything else that allows us to identify your account; (iii) a thorough description of the dispute, with supporting evidence like screenshots or documents, a detailed description of dispute which must include the nature and factual basis of its claim(s); and (iv) the specific remedy or resolution you seek, including a detailed calculation of any monetary damages. You must personally sign this Notice for it to be effective. The Notice must individually describe the basis of your dispute and not any other person’s dispute.

You and Taimi agree to then negotiate in good faith in an effort to resolve the dispute. As part of these good faith negotiations, Taimi may request an online conference (via Google Meet or Zoom etc.) with you to discuss your dispute, and you agree to personally participate, with your attorney if you’re represented by counsel.

If you and Taimi do not reach an agreement to resolve the claim within 60 days after the Notice is received, then you or Taimi may commence an arbitration proceeding as set forth below. THE NATIONAL ARBITRATION AND MEDIATION (“NAM”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT.

Participation in an informal dispute resolution session is required before initiating arbitration, and, unless prohibited by applicable law, NAM must dismiss any arbitration demand and administratively close the case if the party bringing the demand has not fully adhered to the requirements outlined in this section. The arbitration administrator, unless prohibited by law, may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of these informal dispute resolution process. Failure to do so is a breach of this Agreement. If you are Taimi do not follow the requirements of this informal dispute resolution process, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration.

All offers, promises, conduct, and statements made in the course of the informal dispute resolution process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding (except to the extent required to certify in writing that the Party met the requirements of this informal dispute resolution process before commencing a NAM arbitration), provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable.

16-1. CLASS ACTION AND JURY TRIAL WAIVER

TO THE FULLEST EXTENT ALLOWABLE BY LAW, YOU AND TAIMI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO LITIGATE DISPUTES IN COURT IN FAVOR OF INDIVIDUAL ARBITRATION (EXCEPT FOR SMALL CLAIMS COURT OR FOR INDIVIDUAL CLAIMS OF SEXUAL ASSAULT OR SEXUAL HARASSMENT OCCURING IN CONNECTION WITH YOUR USE OF THE SERVICES, AS PROVIDED HEREIN). YOU AND TAIMI EACH WAIVE THE RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER OR OTHERWISE TO SEEK RELIEF ON A CLASS BASIS, INCLUDING ANY CURRENTLY PENDING ACTIONS AGAINST TAIMI. TO THE FULLEST EXTENT ALLOWABLE BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE ATTORNEY GENERAL BASIS. THE ARBITRATOR CAN AWARD THE SAME RELIEF AVAILABLE IN COURT PROVIDED THAT THE ARBITRATOR MAY ONLY AWARD FINAL RELIEF (INCLUDING INJUNCTIVE OR DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE FINAL RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD FINAL RELIEF FOR, AGAINST, OR ON BEHALF OF ANYONE WHO IS NOT A PARTY TO THE ARBITRATION ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL BASIS. IF A COURT DETERMINES THAT ANY OF THESE PROHIBITIONS IN THIS PARAGRAPH ARE UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, AND ALL APPEALS OF THAT DECISION ARE AFFIRMED AND SUCH DECISION BECOMES FINAL, THEN YOU AND TAIMI AGREE THAT THAT PARTICULAR CLAIM OR REQUEST FOR RELIEF SHALL PROCEED IN COURT BUT SHALL BE STAYED PENDING INDIVIDUAL ARBITRATION OF THE REMAINING CLAIMS FOR RELIEF THAT YOU HAVE BROUGHT. IF THIS SPECIFIC PARAGRAPH IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (EXCEPT FOR THE JURY TRIAL WAIVER AND THE INFORMAL DISPUTE RESOLUTION PROCESS) SHALL BE NULL AND VOID.

16-2. GOVERNING LAW AND ARBITRATION; WAIVER; INDEMNIFICATION

a. Mandatory Arbitration. Please read this Section carefully. YOU AND TAIMI, AND EACH OF OUR RESPECTIVE AGENTS, CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS, AGREE TO BINDING INDIVIDUAL ARBITRATION, AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. For a copy of the NAM Rules, please visit Rules, Fees & Forms – National Arbitration and Mediation or contact NAM at NAM’s National Processing Center at 990 Stewart Avenue, 1st Floor, Garden City, NY 11530 or at email address at commercial@namadr.com.

b. Commencing Arbitration. A party intending to seek arbitration must first send to NAM a written notice of intent to arbitrate (a “Demand for Arbitration” or “Demand”) that describes the nature of the claim, the amount in controversy and the remedy sought. Demand for Arbitration must include (1) the name, telephone number, mailing address, email address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable User Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Information Dispute Resolution process as above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances that: (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

If you submit a Demand for Arbitration to NAM, within 7 days of delivery of the Demand for Arbitration to NAM you shall also send the Demand for Arbitration to Taimi at 1180 North Town Center Drive Suite 100, Las Vegas, Nevada, 89144, USA by an international courier with a tracking mechanism. If Taimi sends a Demand for Arbitration to NAM, we will also send it to your email within the same 7-day period. If no email address is on file, we will send it to your other contact information associated with your account.

The requirements in this section are jurisdictional in nature. As such, NAM shall not accept or administer any demand for arbitration and shall administratively close any such demand for arbitration that fails to certify in writing that the Party meets the requirements of Dispute Resolution in Sections 16 and 16-2.

c. Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator will be appointed remotely pursuant to the Rules, as modified herein. You and Taimi agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to this Sections 16 and 16-1.

The Arbitrator is bound by and shall adhere to this Agreement. In the event NAM Rules conflict with this Agreement, the terms of this Agreement shall control. If the Arbitrator determines that strict application of any term of Section 16 or 16-2 of this Agreement would result in a fundamentally unfair arbitration, then the Arbitrator shall have authority to modify such term to the extent necessary to ensure a fundamentally fair arbitration that is consistent with these Terms of Use.

Unless you and Taimi otherwise agree, the arbitration will be conducted virtually via video or teleconference. You and Taimi agree that the arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of this arbitration provision, including the enforceability, revocability, scope, or validity of the arbitration provision or any portion of the arbitration provision, except that all Disputes regarding the subsection entitled “Waiver of Certain Rights,” including any claim or Dispute that all or part of that subsection is unenforceable, illegal, void or voidable, or that that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.

d. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim.

The arbitration award is binding only between you and Taimi and will not have any preclusive effect in another arbitration or proceeding that involves a different Party.

e. Fees. The payment of NAM fees shall be governed by the NAM Rules, except to the extent that the case is a part of a Batch Arbitration (as defined below) or the NAM fees and costs (including Arbitrator fees) paid by either Party are reallocated upon order of the Arbitrator following a determination that (a) either Party breached Section 16 or 16-2 of this Agreement, (b) such reallocation is called for under this Agreement, or (c) reallocation is otherwise permitted under applicable law.

The Parties shall bear their own attorneys’ fees and costs in arbitration an equal share of the arbitrators’ and administrative fees of arbitration unless the arbitrator finds that either the substance of the dispute or the relief sought in the request for arbitration was frivolous or was brought for an improper purpose.

f. Offer of Settlement –Either Party may, but is not obligated to, make a written settlement offer to the opposing Party any time before any initial evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the Arbitrator until after the Arbitrator issues an award on the claim. If the award is issued in the opposing Party’s favor and is less than the Respondent’s settlement offer or if the award is in the Respondent’s favor, the opposing Party must pay the Respondent’s costs incurred after the offer was made, including any attorney’s fees. If any applicable statute or case law prohibits the flipping of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs that claimant may be entitled to for the cause of action under which it is suing.

g. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, You and Taimi agree that in the event that there are ten (10) or more individual requests for arbitration of a substantially similar nature filed against Taimi by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period (or as soon as possible thereafter), NAM shall (1) administer the arbitration demands in batches of 100 requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.

You and Taimi agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this subsection.

h. Equitable Relief. The foregoing provisions of this Section 16-1 do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. For the avoidance of doubt, however, you acknowledge that, in the event Taimi or a third party breaches this Agreement, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Taimi, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this Agreement.

i. Claims. You and Taimi agree that, notwithstanding any other rights a party may have under law or equity, any cause of action arising out of or related to this Agreement or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

j. Improperly. Filed Claims. All claims you bring against Taimi must be resolved in accordance with this Section. All claims filed or brought contrary to this Section will be considered improperly filed. Should you file a claim that does not comply with the requirements set forth within this Section, Taimi may recover attorneys’ fees and reimbursement of its costs, provided that Taimi has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

k. Modifications. In the event that Taimi makes any future change to the “Mandatory Arbitration” paragraph set forth above, you may reject any such change by sending us written notice within thirty (30) days of the change to Taimi’s Arbitration Demand at 1180 North Town Center Drive Suite 100, Las Vegas, Nevada, 89144, USA, in which case your account with Taimi and your license to use the Service will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of this Agreement.

l. Enforceability. If only the “No Class Actions” paragraph above or the entirety of this Section 16 (including Section 16-1 and Section 16-2) is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17 or Section 17-1 will govern any action arising out of or related to this Agreement.

17. GOVERNING LAW

The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.

17-1. GOVERNING LAW FOR EU RESIDENTS

If you are a resident of the European Union and European Economic Area, the agreement to arbitrate in Section 16 will not apply to you. The laws of Cyprus, excluding its conflicts of law principles, govern the terms of this Agreement and your use of the Service. Unless otherwise required by a mandatory law of a member state of the European Union, the sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement and your use of Service shall be in the appropriate courts located in Limassol, Cyprus. You hereby irrevocably submit to personal jurisdiction in such courts and waive any defense of inconvenient forum.

18. INDEMNITY

You agree to defend, indemnify and hold Taimi, its subsidiaries and affiliates, and each of their directors, officers, managers, agents, contractors, partners and employees harmless from any loss, liability, claim, damages, costs, debts, expenses or demand, including reasonable attorney’s fees, due to or arising from (i) your use of or access to the Service, including any data or content transmitted or received by you, or your inability to use the Service; (ii) any claim or damages that arise as a result of any of your User Content or any User Content that is submitted via your account (iii) your conduct in connection with the Service or other users, (iv) your violation of any of the terms of this Agreement, including without limitation your breach of any of the representations and warranties above, (v) your violation of any rights of a third party, including without limitation any right of privacy or intellectual property rights; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code or (vii) your violation of any applicable laws, rules or regulations.

19. TERMINATION

Unless otherwise provided, this Agreement is effective upon your first use of the Service and shall remain in effect until it is terminated in accordance with the terms of this Agreement.

Termination by Taimi. Notwithstanding anything to the contrary in this Agreement, Taimi may suspend, deactivate or terminate your account and your right to use the Service and may block or prevent your access to and use of the Service at any time in its sole discretion, for any reason or no reason, without explanation and without notice (including without limitation blocking users or Members from certain IP addresses). We also reserve the right to remove or block access to your account information, User Content or data from our Service and any other records at any time at our sole discretion. In the event that we determine that your access to any of the Service is terminated or suspended for cause, such as due to any breach of this Agreement, flagged conduct or content, third party complaints or the implementation of our repeat infringer policy, you agree that all fees then paid to Taimi by you will be nonrefundable, except as otherwise provided by law, and all outstanding or pending payments under the terms of your subscription will immediately be due and payable. All decisions as to the refundability of the fees are in Taimi’s sole discretion. Notwithstanding the foregoing, you may dispute any refunds of fees pursuant to Section 20 of this Agreement.

Termination by You. In addition to any right to cancel your subscription pursuant to Section 20, below, you may deactivate or terminate your account at any time, for any or no reason, by accessing the settings page of your account or by contacting us as described above. If you purchased a subscription through a Third Party account, you will need to cancel your subscription through that Third Party and in accordance with that Third Party’s terms and conditions. If you cancel your subscription, other than pursuant to section 20, your subscription benefits will continue until the end of your then-current subscription term, but your subscription will not be renewed after that term expires.

Unless expressly provided by law or under this Agreement (including Section 20 where you are a resident in certain states in the United States and the Special Terms where you are a resident of certain countries), you will not be entitled to any refund of the fees you have paid to Taimi and all outstanding or pending payments under the terms of your subscription will immediately be due and payable.

Survival. After your account is suspended, deactivated or terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination, including without limitation Sections 6 (in terms of reimbursement and refund), 7 (in terms of licensing), 14, 15 and 16.

20. SPECIAL TERMS AND REFUNDS

Generally, all charges for purchases are final and nonrefundable, and there are no refunds or credits for partially used periods. We may make an exception if a refund for a subscription offering is requested within fourteen days of the transaction date, or if the laws applicable in your jurisdiction provide for refunds.

The following provisions are added to this Agreement for subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New Jersey, New York, North Carolina, Ohio, Rhode Island and Wisconsin:

If you become the buyer of the Service, you may cancel this Agreement, without penalty or obligation, at any time prior to midnight of the third business day following the original date of this contract, excluding Sundays and holidays. To cancel this agreement, mail or deliver a signed and dated notice which states that you, the buyer, are canceling this Agreement, or words of similar effect. This notice shall be sent to: Social Impact Inc., 1180 North Town Center Drive 100, Las Vegas, Nevada, 89144 (in addition, Ohio users may email us at support@taimi.com). Please include your username and email address in any correspondence or your refund may be delayed. If you cancel, Taimi will return, within ten days of the date on which you give notice of cancellation, any payments you have made. If you send or deliver the notice to cancel your subscription agreement within such three-day period, we will refund the full amount of your subscription.

In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use the services of Taimi) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing Taimi a notice at the same address as listed above.

For subscribers residing in Argentina – in accordance with local law, you are entitled to a full refund without stating the reason during the 10 days after the subscription begins. Please note that this 10-day period commences when the subscription starts. If you have benefitted from a free trial, the cancellation period will expire 10 days from the beginning of your free trial. To exercise such right, you must inform us of your decision to cancel by sending an unequivocal statement to support@taimi.com.

For subscribers residing in Brazil – in accordance with local law, you are entitled to a full refund without stating the reason during the 7 calendar days after the subscription begins. Please note that this 7-day period commences when the subscription starts. If you have benefitted from a free trial, the cancellation period will expire 7 calendar days from the beginning of your free trial. To exercise such right, you must inform us of your decision to cancel by sending an unequivocal statement to support@taimi.com.

The following provisions are added to this Agreement for subscribers residing in the European Union and European Economic Area and the United Kingdom:

Generally, you are entitled to a full refund without giving any reason within 14 calendar days (cancellation period) after the day of activation of your subscription (the right of withdrawal).

If you subscribed using your Apple ID, refunds are handled by Apple, not Taimi. If you subscribed using your Google Play Store account or otherwise directly through Taimi, to exercise such right, you must inform us of your decision to cancel by sending an unequivocal statement to support@taimi.com. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your cancellation before the withdrawal period has expired. If you have benefitted from a free trial, the cancellation period will expire fourteen (14) calendar days from the beginning of your free trial.

We will make the refund without undue delay and not later than fourteen (14) calendar days after the day on which we are informed about your decision to cancel your susbcribtion. We will issue the refund using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise.

You also may communicate your decision to cancel your subscription to us by sending a registered or regular mail to: Social Impact INC. 1180 North Town Center Drive Suite 100, Las Vegas, Nevada, 89144, United States of America. When contacting us via mail, please ensure that you insert sufficient information to identify you, e.g. your name, physical address, telephone number, name of your account (profile), e-mail address, etc.

In-Service features or purchases. From time to time, you may be able to purchase a limited, personal, non-transferable, non-sublicensable, revocable license to certain in-Service features for use solely in Taimi. Taimi reserves the right to charge fees, in its sole discretion, for the right to access or use in-Service features and/or may distribute in-Service features with or without charge. Generally, all in-Service features or purchases are FINAL AND NON-REFUNDABLE. Being an integral part of the Service interface and functional, those in-Service features are fully performed right after you buy and access to them through the Service. By signing up for our Service you expressly consent and acknowledge that you lose your right of withdrawal in-Service features has begun upon your request and Taimi is not required to provide a refund for any reason.You will not receive money or other compensation for unused in-Service features when an account is closed, wether such closure was voluntary or involuntary.

We make an expectation for subscribers residing in the European Union and European Economic Area and the United Kingdom. As in-Service features are considered online digital content in the European Union and UK, you are entitled to a full refund without giving any reason within 14 calendar days (cancellation period) after the day of activation of your in-Service features.

21. MISCELLANEOUS

You agree that this Agreement, together with the Privacy Policy and any Additional Terms, contains the entire agreement between you and Taimi regarding the use of the Service and supersedes all prior agreements and understandings (including without limitation any prior versions of this Agreement), except to the extent that the parties have entered into a separate written agreement applicable to the Service that expressly governs over this Agreement.

If any provision, or any portion thereof, of this Agreement is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect, unless otherwise indicated herein.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Taimi without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of particular provisions.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Taimi as a result of this Agreement or use of the Service.

If you have any questions, complaints or claims with respect to the Taimi application, please contact us at support@taimi.com.

Terms of Service

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