ROUX ROUX CO TERMS OF SERVICE

Eligibility and Use Restrictions. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at hello@roux.app. In using our Services, you represent and warrant that you meet the eligibility requirements to use our Services and have the authority to be bound by these Terms, including, without limitation, if you use our Services on behalf of another person or entity (in which case “you” will include that person or entity and that person or entity agrees to be responsible to us).

Accounts. You may be required to create an account with us in order to use some or all of our Services. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Sharing User Content. Our Services may allow you and other users to post or share content, including reviews, messages, text, photos, videos and other materials (collectively, "User Content"). If you post or share any User Content, you grant Company a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, voice, image, personality, or other likeness provided in connection with your User Content in all media formats and channels now known or later developed, without compensation to you or any third party. You hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory. Except for the foregoing license, you retain all rights (including ownership) in and to your User Content.

Restrictions. You may not create, share or display any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, share or display any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any applicable law;
• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
• Contains any private or personal information of a third party without such third party's consent;
• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content;
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Company or others to any harm or liability of any type; or
• Otherwise violates these Terms.

Enforcement. Enforcement of this Section 3 is solely at Company's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This section does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

Review. We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
• Terminate or suspend your access to all or part of our Services if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
• Take any action with respect to your User Content that is necessary or appropriate, in Company's sole discretion, to ensure compliance with applicable law and these Terms or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act ("DMCA") takedown requests); and
• Cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Services. To learn more about parental control protections (such as computer hardware, software, or filtering services) that may assist you in limiting your minor's access to certain content, visit https://www.fbi.gov/resources/parents.

General. You will not use our Services if you are not eligible to use our Services in accordance with these Terms and will not use our Services other than for their intended purpose. Without limiting the foregoing, you must always be respectful of other users during your use of our Services.

Specific. Further, you will not:

• Use our Services for any purpose other than your personal, non-commercial purpose;
• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, stalking, discriminatory, or other objectionable conduct or disturb or solicit others;
• Use any cameras, video, or other devices designed to or enabled to capture recordings in connection with our Services without our prior written consent;
• Use or attempt to use another user's account or information without authorization from that user and Company;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell or resell our Services;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results;
• Develop or use any applications that interact with our Services without our prior written consent;
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to any online portion of our Services; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

Our Services may rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (i) the use and availability of our Services is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.

Your access to and use of such Third-Party Materials may be subject to additional terms, conditions, and policies (including terms of service or privacy policies of the applicable third party). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to use our Services.

Disclaimer. YOUR USE OF OUR SERVICES AND ANY SERVICES, CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES AND ANY SERVICES, CONTENT OR MATERIALS PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND THRIE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY SERVICES OR CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT ACCESS TO OUR SERVICES OR ANY SERVICES OR CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) WILL BE UNINTERRUPTED. WHILE COMPANY ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY SERVICES AND CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY SERVICES OR CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS) OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT OR MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES AND ANY SERVICES OR CONTENT PROVIDED THEREIN OR THEREWITH (INCLUDING THE THIRD-PARTY MATERIALS).

Beneficiaries. ALL DISCLAIMERS AND RELEASES OF ANY KIND (INCLUDING IN THIS SECTION 11 AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF COMPANY, THE OTHER COMPANY PARTIES, AND THE COMPANY PARTIES’ RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Arbitrable Claims. For any dispute or claim that you have against Company, that Company has against you or that you have, or Company has, in each case arising from, relating to, or stemming from these Terms, our Services or any aspect of the relationship between you and Company as relates to these Terms or our Services, including any privacy or data security claims (collectively, “Arbitrable Claims,” and each an “Arbitrable Claim”), you and Company agree to attempt to first resolve the Arbitrable Claim informally via the following process. If you assert an Arbitrable Claim against Company, you will first contact Company by sending a written notice of your Arbitrable Claim (“Claimant Notice”) to Company by certified mail addressed to Roux Roux Co, 228 Park Ave S, Suite 65816, New York, New York 10003-1502 or by email to hello@roux.app. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Arbitrable Claim; and (iii) set forth the specific relief sought. If Company asserts an Arbitrable Claim against you, Company will first contact you by sending a written notice of Company’s Arbitrable Claim (“Company Notice”), and each of a Claimant Notice and Company Notice, a “Notice”) to you via email to the primary email address associated with your account. The Company Notice must (A) include the name of a Company contact and the contact’s email address and telephone number; (B) describe the nature and basis of the Arbitrable Claim; and (C) set forth the specific relief sought. If you and Company cannot reach an agreement to resolve the Arbitrable Claim within thirty (30) days after you or Company receives such a Notice, then either party may submit the Arbitrable Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Company first sends the applicable Notice so that the parties can engage in this informal dispute-resolution process.

Binding Arbitration. Except for (i) individual disputes that qualify for small claims court or (ii) any disputes exclusively related to the intellectual property or intellectual property rights of you or Company, including any disputes in which you or Company seeks injunctive or other equitable relief for the alleged unlawful use of your or Company’s intellectual property rights or other infringement of your or Company’s intellectual property rights (“IP Claims”), all Arbitrable Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including, with respect to Arbitrable Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 13(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Arbitrable Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

Governance. These Terms affect interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law.

Submission. All Arbitrable Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by these Terms as follows:

Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at hello@roux.app or by certified mail addressed to Roux Roux Co, 228 Park Ave S, Suite 65816, New York, New York 10003-1502. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.

Severability. If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.

Other Jurisdictions. Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 13 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.