Terms & Conditions

Table of Contents

Last Updated: October 1, 2022

This Site Terms of Service Agreement (“Terms”) governs your use of the SIGND™ platform offered by Ashbry Inc., d/b/a SIGND (“we”, “us”, or “SIGND”), including our website (signd.com), mobile application(“App”), and products and services we provide through them (the website, App, and products and services are referred to collectively as our “Site”). “You” refers to you as a user of the Site.

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as an Icon User (defined below) is also governed by the Icon Terms of Service (“Icon Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

BY CONNECTING PEOPLE SEEKING SERVICES WITH SERVICE PROVIDERS, SIGND OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS SITE USERS WITH ICON USERS WHO WISH TO PARTICIPATE IN FULFILLING A SIGND EXPERIENCE,AS DEFINED BELOW. ICON USERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES,PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF SIGND.SIGND DOES NOT CREATE OR PRODUCE ICON USERS’ SIGND VIDEO PORTION OF THE SIGND EXPERIENCES AND DOES NOT EMPLOY INDIVIDUALS TO FULFILL THE SIGND VIDEO PORTION OF ANY SIGND EXPERIENCES.

USERS HEREBY ACKNOWLEDGE THAT SIGND DOES NOT SUPERVISE,SCOPE, DIRECT, CONTROL OR MONITOR AN ICON USER’S WORK AND EXPRESSLY DISCLAIMS(TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SIGND EXPERIENCE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE. ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and SIGND have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and SIGND to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims. Table of Contents (Site Terms of Service)

  1. SIGND Platform/Account Registration
  2. Products, Content and Specifications
  3. Placing an Order; Limitations; Order Acceptance
  4. SIGND Videos
  5. Mobile Application
  6. Acknowledgement
  7. Additional Terms
  8. Eligibility
  9. Fees and Payment
  10. Ownership
  11. Copyright and Intellectual Property Policy and Procedure for Claims of Intellectual Property Infringement
  12. Privacy
  13. Third Party Content and Interactions
  14. Links
  15. Changes to our Site
  16. Termination and Reservation of Rights
  17. Indemnification
  18. Disclaimers and Limitations on our Liability
  19. Arbitration Agreement and Waiver of Certain Rights
  20. Promotions, Referrals, and Loyalty Programs
  21. Other Provisions
  22. Changes to these Terms
  1. SIGND Platform/Account Registration

In order to access or use certain products and services on our Site, you may be required to register by creating an account and choosing a password that you will use to access your account. You may also register by and through your Facebook, Twitter or Instagram accounts, or your AppleID. You may be required to supply certain registration data on the Site to create an account and obtain access to certain services. This data may include, depending on the method used by you to register: your full name; e-mail address; date of birth; home address; telephone number; user name and password, and any and all other information requested on the applicable registration form.

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access to or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

We reserve the right to change, suspend, or terminate any account or your membership, including any feature, content, or service at any time for any reason. Such reasons may include, without limitation: where SIGND believes that you are in any way in breach of these Terms; and where SIGND believes that you are, at any time, conducting any unauthorized commercial activity by and through the Site. We may also place limitations on the use of certain services, content or features, and/or limit your access to parts of the Site without notice or liability.

  1. Products, Content and Specifications

Through our Site, you may purchase a SIGND Experience which consists of a physical product (“Merchandise”)such as a new or used item of sporting memorabilia (for example, a football, basketball, soccer ball, hockey puck or jersey), or another item of physical memorabilia associated with an Icon User, defined below, personally autographed by the Icon User, together with a link to a personalized SIGND Video (as defined below) from that Icon User.

The display of any Merchandise on the Site does not imply or warrant that these products will be available at any particular time or that the listed attributes are accurate or complete. The actual color of Merchandise you see via the Site will depend in part on your computer system, and we cannot guarantee that any color or texture or detail of actual Merchandise will be accurate and consistent with what appears on the Site. We do not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Site by any third party, including but not limited to customers, manufacturers, distributors or suppliers of products and services available through the Site, including the Merchandise, and product packaging and material may contain additional or different information. Always read labels, warnings, directions or other materials provided with the Merchandise before using. In addition, we may make changes to information about price, availability or other SIGND Experience attributes without notice. In the event a SIGND Experience is listed at an incorrect price due to typographical error or error in pricing or other information, we will have the right to cancel orders of any SIGND Experience, including the Merchandise, whether or not the order has been confirmed and/or your credit card or other payment method has been charged. If your credit card has already been charged for the purchase and your order is cancelled, we will refund any such charges within a commercially reasonable period of time after cancellation (the time it takes for your financial institution to process the refund may vary and is governed by your agreement with them).

  1. Placing an Order; Limitations; Order Acceptance

By placing an order for a SIGND Experience, you agree that any Merchandise ordered is legal to possess and use where you intend to possess and use them and will be possessed or used only in a lawful manner, in accordance with all applicable laws, rules and regulations, including copyright law and that you have the right to use any payment method that you provide to use. You may not order products with the intent to resell them.

We reserve the right, without prior notice, to limit the order quantity on any product or service, to refuse service to any customer, or to cancel any order for a SIGND Experience, for any reason including after it is submitted. We also may require additional verifications or other information prior to the acceptance and/or shipment of any order for a SIGND Experience. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We accept your order only upon shipment of the Merchandise by the Icon User. With respect to the shipment of products and services, including Merchandise, sold through the Site, risk of loss and title for items purchased from the Site pass to you upon delivery of the items to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments. It also is your responsibility to as certain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession or use of any item purchased from the Site.

  1. SIGND Videos

a. Each purchase of a SIGND Experience through our Site will include a personalized video (“SIGND Video”) from the associated celebrity, which may be an athlete, actor, performer, artist, influencer, or other icon or personality (each, an “Icon User”). When you purchase a SIGND Experience you will be directed to request a customized SIGND Video from the associated Icon User to accompany the Merchandise; you may request that the SIGND Video be personalized for you or a third party that you identify as a recipient of the SIGND Experience (“Recipient”).

b. You acknowledge and agree that the Icon User has sole discretion to determine how to fulfill your request and the content of the SIGND Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Icon User has, in their sole discretion, up to 48 hours after their receipt from SIGND of the Merchandise portion of the SIGND Experience to fulfill, decline, or ignore your specific SIGND Video request. If the Icon User chooses to fulfill your request, they will initiate the process of delivering the autographed Merchandise to the designated carrier for onward delivery within 48 hours after their receipt of the Merchandise, unless a different lead-time is otherwise stated on the Icon User’s profile on the Site. Once your request is fulfilled, your payment method will be charged the amount specified for that SIGND Experience on our Site at the time you submitted the request. SIGND is not responsible, and shall have no liability, for any declined or ignored request by the Icon User. SIGND does not control the manner, nor does SIGND determine the method, that any Icon User fulfills, declines, or ignores your request. If your request is not fulfilled within 48 hours after the Icon User receives the Merchandise, your account will be credited pursuant to Section 9, below.

c. You understand and agree that we are not responsible for, and undertake no responsibility to monitor or otherwise police, the SIGND Video. You agree that we shall have no obligation and incur no liability to you in connection with any such SIGND Video.

d. SIGND Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual SIGND Video itself.

e. Provided that we receive your payment for the SIGND Experience in full, pursuant to the Icon Terms of Service, the Icon User hereby grants to you, solely for your own personal, non-commercial, and non-promotional purposes, a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable, license to use, reproduce, distribute, and publicly display the SIGND Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, subject to these Terms and the Acceptable Use Policy, including the limitations and restrictions therein.

f. You may not sell, re-sell, or encumber your rights in any SIGND Video. You may sublicense your rights in a SIGND Video only to the extent necessary for you to use the SIGND Video as permitted under these Terms (for example, sharing it with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).

g. You may use a SIGND Video only in accordance with these Terms, which     includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a SIGND Video from our Site at any time for any reason without any notice to you.

  1. Mobile Application

a.    License Grant: Our App is licensed, not sold, to you for use only under the terms herein.  SIGND is the owner of the App at all times. SIGND reserves all rights not expressly granted to you.

Subject to your compliance with the Terms here in, including our Acceptable Use Policy, this license granted to you for use of the App is limited to a non-exclusive, non-transferable, non-sublicenseable license to use the App on any mobile device that you own or control and as permitted here in. This license does not allow you to use the App on any mobile device that you do not own or control, and you may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App. You may not copy (except as expressly permitted here in), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part there of (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the App).  Any attempt to do so is a violation of SIGND’s and its licensors’ rights.  If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by SIGND that replace and/or supplement the original App, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

This license is effective until terminated by SIGND, which may be done with or without cause and with or without notice. Your rights under this license will terminate automatically without notice from SIGND if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the App, and destroy all copies, full or partial, of the App. Termination of your accessor use will not waive or affect any other right or relief to which SIGND may be entitled at law or in equity.  SIGND shall not be liable to you or any third party for any termination of your access to the App and the Site. These Terms will continue to apply to your past use of the App and the Site.

b.    Open Source Software: Any Open Source Software that may be accompanying the App is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Open Source Software(as defined below).  As used herein “Open Source Software” means open source software components provided with the App that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the App. These Terms do not apply to any Open Source Software accompanying the App and SIGND hereby disclaims any and all liability to you or any third party related there to.

 

c.    Location-Based Services: Some of the features of the App may enable SIGND to access your location in order to tailor your experience based on your location(“Location-based Services”).  In order to use certain Location-based Services, you must enable certain features of your mobile phone, such as GPS, Wi-Fi, and Bluetooth, which enable SIGND to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available.  To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party, and you agree and acknowledge that such third party may access such information for the purpose of providing such data services to SIGND.  You may be given the option to automatically enable the provision of some Location-based Services through the App, and to enable or disable such Location-based Services at any time through the App’s Settings menu. If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the App’s Settings menu, you will not be able to utilize certain features of the App.  By enabling Location-based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the App and the Site, (ii) SIGND may provide Location-based Services related to and based on your then-current location, and(iii) SIGND may use any such information collected in connection with the provision of Location-based Services in connection with its provision of the Site.

PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND SIGND DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.

d.     Camera Data: The App may require access to or permissions for your mobile device camera, camera functionality and camera and photograph data, including location information associated with photographs stored in your camera (“Camera Data”).  By enabling or granting access or permission to Camera Data, you agree and acknowledge that (i) Camera Data we use and collect from you is directly relevant to your use of the App and the Site, and(ii) SIGND may use and access Camera Data in connection with its provision of the App and the Site.

e.     Commercial Items: The App and related documentation are “Commercial Items”, as that term is defined at 48C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users(a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions here in.  Unpublished rights are reserved under the copyright laws of the United States.

f.       Notice Regarding Apple: If you are using an iOS device, you acknowledge that these terms are between you and SIGND only, not with Apple, and Apple is not responsible for the App and the content there of. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.  In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund any purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to:(i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these terms, and upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as a third party beneficiary of these terms.  You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  1. Acknowledgement

You acknowledge and agree that:

a. SIGND will not be liable or responsible for any SIGND Video or any Submission (defined below);

b. you have no expectation of privacy with respect to any SIGND Video requested by you or any Submission (defined below), and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;

c. the SIGND watermark on each SIGND Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any SIGND Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a SIGND Video or assist or encourage any third party to do so;

d. if you breach any provisions of these Terms, we may terminate your access to our Site, or we may remove or ban you (or any Site account you created or control), your license to use any SIGND Video, or other offering under these Terms, in our sole discretion, and you must: promptly remove all copies of any SIGND Video, or other offering in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and

e. without limiting any of our rights, any request you submit through our Site may be rejected by us or by an Icon User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in SIGND’s sole discretion, including terminating your license to use any SIGND Video or other offering under these Terms and requiring you to take the actions outlined in Section 6.d.

  1. Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms do not apply.

  1. Eligibility

a. Age: You must be at least 16 years old to use our Site.

b. Eligibility Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing  any aspect of our Site by us or pursuant to any applicable law or regulation;

ii. you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;

iii. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and

iv. you are not a convicted sex offender.

c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation,     no part of our Site may be exported or re-exported: (i) into any country     embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by SIGND are subject to the export control laws and regulations of the U.S. You will     comply with those laws and regulations and will not, without prior U.S.     government authorization, export, re-export, or transfer SIGND products,     services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

  1. Fees and Payment

a. Fees: The charge for each SIGND Experience, including the SIGND Video together with the associated Merchandise, is specified on our Site. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase a SIGND Experience, including any applicable delivery, service, transaction, or processing fees, as well as all sales, use, value added or other taxes – federal, state or otherwise – however designated, that are levied or imposed by reason of your use of the Site and purchase of the SIGND Experience.

b. Currency: All transactions are in U.S. dollars (“USD”) unless otherwise specified at point of purchase.

c. Payment: You may purchase a SIGND Experience by using a valid payment card through the applicable third-party payment provider. You must provide the third-party payment provider with valid, accurate, and current payment information that is in your own name or in the name of an individual who has authorized you to use their payment information for your purchase (Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that SIGND does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. You may not return or exchange a SIGND Experience, and no refunds will be issued. If an Icon User rejects your request for a SIGND Video or the SIGND Video is not provided, your SIGND account will be issued a credit (in USD only) for the value of your purchase. Credit balances are not refundable, cannot be transferred, and expire or extinguish immediately when redeemed. By providing your payment information, you agree that SIGND may place a pre-authorization hold and,     after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.

d. SIGND reserves the right (but is under no obligation) to cancel your SIGND Experience order if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. SIGND also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.

e. Payment Questions: If you have a question about a purchase or a charge to your payment card, please contact us at hello@signd.com. We have the sole discretion to determine how billing disputes between us will be resolved.

  1. Ownership

a. You acknowledge and agree that each SIGND Video from an Icon User (but not the related Merchandise) is owned by the Icon User who created it.

b. We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “SIGND Content”); and (ii) our trademarks, logos, and brand elements (“Marks,” and together with the SIGND Content, “SIGND Intellectual Property”). Our Site and SIGND Intellectual Property are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the SIGND Intellectual Property, including the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent. As between you and SIGND (or any other company whose marks appear on the Site), SIGND (or the respective company) is the owner and/or authorized user of any registered or unregistered trademark, trade name, logo, slogans and/or service mark appearing on the Site.

c. Except as specifically permitted by these Terms, or as permitted by a separate agreement with or consent by us, you are only authorized to access, view, use, download, and print for your records portions of the SIGND Intellectual Property (including without limitation text, graphics, software, audio and video files and photos) available through our Site for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact. No right, title or interest in any of the materials contained on this Site is transferred to you as a result of accessing, downloading or printing such materials.

d. You may not store (except as specifically permitted by these Terms), modify, reproduce, transmit, retransmit, reverse engineer, copy, sell, lease, create derivative works from, modify, disassemble, decompile or distribute all or any portion of the SIGND Intellectual Property, or the design or layout of this Site or individual sections of it, in any form or media without SIGND’s prior written permission. The systematic retrieval of data from the Site is also prohibited. You may not use a part of this Site on any other website without SIGND’s prior written consent, except for the SIGND Videos.

e. You hereby grant to us a worldwide, non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make or send to any Icon User, including information concerning any Recipient; and (ii) any submission that you make to SIGND, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party ((i) and (ii) each, individually, and collectively, a “Submission”). Such license shall cover without limitation all intellectual property rights, including without limitation those concerning patents, trademarks, trade dress, copyright, trade secret, morality, privacy and publicity. You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. SIGND will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party. You shall be solely responsible for any Submission, or other user content, submitted by you to the Site and the consequences of sharing such Submission or other user content.

f. By sharing any Submission or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through the Site, you agree not to use the Site to: (a) upload, post, e-mail, or otherwise transmit any Submission that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, hateful, or contains explicit or graphic descriptions or accounts; (b) upload, post, e-mail, or otherwise transmit any Submission that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any     impermissible classification, including, without limitation, religion, gender, sexual orientation, race, color, creed, ethnicity, national origin, citizenship, age, marital status, veteran status or disability; (c) upload, post, e-mail, or otherwise transmit any Submission that infringes, misappropriates, or violates any patent, trademark, trade secret, copyright, or other intellectual or proprietary or privacy right of any party/individual; (d) upload, post, e-mail, or otherwise transmit any Submission that you do not have a right to transmit under any law or regulation or under any contractual or fiduciary relationship (such as insider information, intellectual, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (e) upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the     functionality of the Site or any computer software or hardware or telecommunications equipment or any other similarly destructive activity; (f) interfere with or disrupt the Site, or servers or networks linked to the Site, or disobey any requirements, procedures, policies, or regulations of networks linked to the Site; (g) intentionally or unintentionally violate any applicable local, state, national, or international law; (h) upload, post, e-mail, or otherwise transmit any     material, or take any other actions with respect to your use of the Site,  that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (i) impersonate others, including, without limitation, an employee, host, or representative, or other members or visitors on the Site; or (j) harvest, collect or store information about the users of the Site, including Icon Content, or use such information for any purpose inconsistent with the purpose of the Site or for the purpose of transmitting or facilitating transmission of     unsolicited bulk electronic mail or communications.

g. You acknowledge and agree that any Submission you share or post via the Site or any other content you view or post on the Site is posted, viewed and used by you at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such content. You further acknowledge and agree that the views expressed by you and other users do not necessarily reflect the views of SIGND, and SIGND does not support or endorse any Submission, or any other content otherwise posted by you or any other user. You acknowledge that SIGND does not pre-screen, monitor, review, or edit your Submissions or any other content posted by you and other users on the Site. However, we have the right (but not the obligation), for any reason, to refuse to accept or transmit a Submission or refuse to remove a Submission from our Site, in our sole discretion. We  are not responsible for any failure, non-failure, or delay in removing such content. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms. In this regard, you acknowledge that you may not rely on any content available on the Site, whether created by SIGND or submitted to SIGND. Such content may include the opinions, statements and     other content of other users, not SIGND. The Site does not assume any obligation or liability with respect to such content and no confidential or fiduciary understanding or relationship is established by SIGND’s receipt or acceptance of any such materials.

h. SIGND desires to avoid the possibility of future misunderstandings if a project developed by any SIGND Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that SIGND has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to SIGND a non-exclusive,     royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

i. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

j. You understand that the technical processing and transmission of the Site may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. SIGND assumes no responsibility for the deletion or failure to store postings or other information submitted by you or other users to the Site.

  1. Copyright and Intellectual Property Policy and Procedure for Claims of Intellectual Property Infringement

a. We specifically prohibit users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is our policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.

 

b. If you believe that your intellectual property has been copied and is accessible on or via the Site in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please send the following information to the Designated Agent named below:

i. your address, telephone number, and email address;

ii. a description of the work that you claim is being infringed;

iii. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

iv. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property right being infringed, its agent, or the law”;

v. an electronic or physical signature of the owner of the intellectual property right being infringement (or a person authorized to act for the owner); and

vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the owner of the intellectual property being infringed or authorized to act on behalf of the owner.

Designated Agent:

SIGND
1181 S. Rogers Circle

#18

Boca Raton, FL 33487

Email: agent@signd.com

 

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged intellectual property infringement should be sent to our Designated Agent.

We will respond to all valid notices of alleged copyright infringement under the Digital Millennium Copyright Act. However, we do not have the resources, nor the ability, to respond to all other notices of alleged intellectual property infringement, and we will not act as the arbiter of any such third-party disputes. If you believe that your intellectual property rights have been violated by another user, an Icon User, or a third party, we strongly advise that you contact such user, Icon User, or third party directly. We will respond to valid subpoenas; however, due to privacy concerns, we generally cannot disclose the identity of our users. All valid subpoenas or court orders should be sent to our Designated Agent.

c. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

  1. Privacy

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms, explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy, which may be accessed here.

  1. Third Party Content and Interactions

a. Our Site may contain features and functionalities that link to or provide you with access to third party content that is completely independent of SIGND, including SIGND Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general (“Third-Party Content”). We do not control the Third-Party     Content made available by and through the Site. The third-party creators of Third-Party Content are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Third-Party Content. Third-Party Content should not necessarily be relied upon. We do not represent or warrant that the Third-Party Content and other information posted by and through the Site is accurate, complete, up to date or appropriate. You understand and agree that we will not be responsible for, and undertake no responsibility to monitor or otherwise police, such Third-Party Content. You agree that we shall have no obligation and incur no liability to you in connection with any such Third-Party Content.

b. Your interactions with third parties, including users and Icon Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However, you agree not to contact or interact with any Icon User except as expressly permitted through our Site. You also agree that SIGND has the right (but not the obligation) to, in its sole discretion, intercede in any dispute and you will reasonably     cooperate with SIGND if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each SIGND Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR  AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.

c. From time to time, an entity may be identified on an Icon User’s booking page or be associated with the Icon User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Icon User’s Icon page may indicate that all or a portion of the Icon User’s revenue from their SIGND Experience will be given to the Charity. Those arrangements are strictly between the Icon User and the Charity. SIGND is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing     by SIGND). Unless expressly stated, SIGND does not control and makes no     warranties about the Charity or any donation to the Charity.

  1. Links

Our Site may contain links to social media platforms or other third-party websites (“Linked Sites”).You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the Linked Sites; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the Linked Site. By accessing a Linked Site, you may be disclosing your private information. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. We encourage you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that we are not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Linked Site.

  1. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

  1. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the SIGND team at hello@signd.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

  1. Indemnification

Without limitation of SIGND’s other rights and remedies, you agree to indemnify, defend, and hold harmless SIGND and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “SIGND Party,” and collectively, “SIGND Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms;  (b) use of our Site; (c) any Submission, Feedback, or any other content shared via the Site; (d) your violation of any rights of a third party; (e) any dispute between you and any other user of the Site or third-party; or (f) your violation of any law or regulation. SIGND may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

  1. Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the SIGND Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

b. In particular, the SIGND Parties make no representations or  warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. SIGND makes no warranty that our Site: (i) will meet your requirements, (ii) will be uninterrupted, timely, secure, or error-free or that defects will be corrected; (iii) will be free of viruses, worms, trojan horses, or other harmful components or destructive programs; (iv) will have security methods employed that will be sufficient against interference with your enjoyment of same, or against infringement; and (v) will be accurate or reliable. You acknowledge and agree that the SIGND Parties will have no liability,     contingent or otherwise, to you or to any third parties, or any responsibility whatsoever for any: (i) errors, mistakes, or inaccuracies of content, product or services contained on or by the Site; (ii) personal  injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site, or any delays or omissions in the delivery of the data or information available on or by the Site, or failure of any connection or communication service to provide or maintain your access to the Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any SIGND Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a SIGND Video, will create any warranty not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that SIGND is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that  is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies  you have or may have against any SIGND Party with respect thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any SIGND Party be liable to you or to any third party for any direct, indirect, special, incidental, punitive, exemplary, or consequential damages (including for loss of profits, revenue, or data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by SIGND) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not SIGND has been advised of the possibility of such damages. To the fullest extent permissible by law, SIGND shall not be liable to you or any third party     for: (i) the use or the inability to use the Site; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, content and/or any other goods or services purchased or obtained from or through the Site; (c) the failure to realize any specific benefit or related outcome through use of the Site; and (d) any other matter relating to the Site.

f. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by SIGND from you during the 12 months preceding the claim giving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between SIGND and you.

  1. Arbitration Agreement and Waiver of Certain Rights

PLEASE READ THIS SECTION CAREFULLY. EXCEPT AS THE TERMS OTHERWISE PROVIDE, YOU WAIVE YOUR RIGHTS TO TRYANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

a. Arbitration: You and SIGND agree to resolve any dispute, claim, or controversy between you and SIGND arising from or relating in any way to: (1) these Terms and their interpretation or the breach, termination or validity thereof, and the     relationships which result from these Terms; (2) your use of the Site; or (3) any products or services sold or distributed by SIGND through the Site (collectively, “Covered Disputes”)through binding and final arbitration instead of through court proceedings. The arbitrator also has the sole authority to and shall address all claims or arguments by both parties concerning the formation, legality, and enforceability of this arbitration clause, the scope of this clause, and the arbitrability of any claim or issue arising between us. You and SIGND each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute, arising between you and SIGND relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any arbitration will be governed in     accordance with the Rules of the American Arbitration Association (“AAA Rules”). The AAA Rules are available online at https://www.adr.org/consumer, by calling the AAA at 800-778-7879, or by writing to the AAA Notice Address. To the extent that there is a conflict between this clause and the AAA Rules, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis. The arbitration will be heard and determined by a     single neutral arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be     required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

Prior to initiating any arbitration, the initiating party will give the other party at least 60-days advance written notice of its intent to file for arbitration. SIGND will provide such notice by email to your e-mail address on file with SIGND and you must provide such notice by email to: legal@signd.com. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.

b. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SIGND will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being  prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. SIGND will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

c. No Preclusions: This arbitration agreement does not preclude you or SIGND from seeking action by federal, state, or local government agencies. You and SIGND each also have the right to bring any qualifying Claim in small claims court. In addition, you and SIGND each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, or other equitable relief in aid of arbitration, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms. Any claims, disputes, actions or proceedings by SIGND relating to its intellectual property rights and/or to prevent unfair competition, misappropriation of trade secrets, unauthorized access, fraud, industrial espionage, and or fraud (including computer fraud) may be brought by SIGND in the federal courts in Florida, and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

d. No Class Representative or Private Attorney General: You and SIGND each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or SIGND). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

e. Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with SIGND.

f. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: SIGND, Attn: Legal Department, 1181 S. Rogers Circle #18, Boca Raton, FL 33487. Your notice must include your name and address, any usernames, each email address you have used to submit your order to SIGND or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

g. LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and  forms of relief. In addition, other rights that you or SIGND would have in court may not be available in arbitration.

20. Promotions, Referrals, and Loyalty Programs

SIGND, in its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Site users or prospective users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with SIGND. SIGND reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that SIGND determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. SIGND reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Currently, SIGND’s referral program provides you with incentives to refer your friends and family to become new users of the Site(the “Customer Referral Program”). Your participation in the Customer Referral Program is subject to this Agreement and the Additional Terms.

21. Other Provisions

a. Force Majeure: Under no circumstances will any SIGND Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, pandemics, or any other event or cause beyond the reasonable control of any SIGND Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of laws rules or  provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site that is not subject to the arbitration provisions set forth in Section 19 above will be filed only in the state or federal courts located in Florida. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by SIGND to enforce any right or provision of these Terms will not prevent SIGND from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e. Assignment: SIGND may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

g. Captions/Headings: The captions and headings appearing in these Terms are inserted only as a matter of convenience and in no way shall be construed as defining or limiting the scope or intent of any provision of these Terms, nor in any way affecting them.

  1. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

 

Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By using the Site, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 7 of the Site Terms of Service (“Site Terms”)). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use the Site , you represent and warrant that you have read, understand, and agree to these Additional Terms.

SIGND CUSTOMER REFERRAL PROGRAM

Last Updated: October 1, 2021

These Additional Terms govern your use of, and participation in, the Customer Referral Program (defined below). “You” and “User” refers to you as a user of the Site and of the Customer Referral Program.

  1. We provide each User who has created a Site account with a unique referral URL (“URL”) that may be shared with the User’s eligible friends, family members, or other personal contacts (“Referrers”) and used by them when they create a User Site account for the first time, pursuant to the terms set out below (“Customer Referral Program”). You acknowledge and agree that: (a) SIGND limits the number of URLs made available to you, (b) you have no ownership rights in any form over the URLs, and (c) SIGND may  reclaim, deactivate, invalidate or terminate your URL at any time at its discretion.
  2. Participation in the Customer Referral Program is limited to: (a) each Referrer; and (b) Referrer’s friends, family members, or personal contacts who have never either: (i) made a SIGND purchase (even without creating a Site account); or (ii) created a Site account. Employees, officers, directors, contractors, agents, and     representatives of SIGND may not participate. These requirements are set by SIGND in its sole discretion and are subject to change at any time.
  3. For each eligible friend, family member, or personal contact who creates a User Site account for the first time using your URL (each, a “Referred User”), SIGND will issue a one-time credit to the Referred User and, after the Referred User’s first SIGND purchase priced at the minimum amount specified or more, to Referrer (each, a “Customer Referral Credit”) as described below:

a. After the Referred User creates a Site account, SIGND will issue a Customer Referral Credit to the Referred User’s Site account (in approximately one or two business days); and

b. After the Referred User makes their first order on the Site priced at or above the minimum amount specified, and that request is paid for and fulfilled (excluding any purchase for which a promo code was used and, at SIGND’s discretion, that was subject to a promotion), SIGND will issue a Customer Referral Credit for that Referred User to the Referrer’s (your) account (in approximately one or two business days from the date on which the order was fulfilled).

4. Not withstanding anything to the contrary contained in these Additional Terms, you acknowledge and agree that:

a. a new User will not be one of your Referred Users under the Customer Referral Program and no Customer Referral Credit will be due to that new User or you if:

i. your URL is not used when a new User creates a new Site account;

ii. your friend, family member, or personal contact has previously either made a SIGND purchase (with or without creating a Site account) or created a Site       account (with or without another URL), whether or not, in either case, under the same or different name or email address, or otherwise; or

iii. anyone else has received or is receiving a Customer Referral Credit in connection with that friend, family member, or personal contact;

and

b. each new User may have only one Referrer, and we are not obligated  to pay more than one Customer Referral Credit to each Referred User for creation of a Site account or to pay a Customer Referral Credit to more than one Referrer with respect to any Referred User. In the event that multiple persons claim credit for a particular referral, SIGND has full discretion to determine which person earned such referral.

5. Any Customer Referral Credit received from SIGND will be maintained in your Site account and may be redeemed only for your purchase of a SIGND Experience from our Site. If your Site account has a credit balance when you make a purchase while logged into your Site account, the balance will be redeemed for that purchase (until fully redeemed) and your payment card will be charged for any remaining portion of the purchase price; any remaining balance will remain in your Site account to be redeemed for your next purchase. If you have a credit balance in your Site account, you may not use a promo code and, at SIGND’s discretion, might not be able to participate in an offering that is subject to a promotion. A credit balance is not refundable, may not be redeemed for cash, cannot be transferred, cannot be used outside of the Site, and expires or extinguishes immediately when redeemed.

6. The Customer Referral Program may be used only for personal purposes and you may share your URL only with your personal connections. You may not advertise your URL or share it with anyone other than your friends, family or other personal contacts. The Customer Referral Program cannot be used for any commercial purpose, including affiliate lead generation. The Customer Referral Program is void where prohibited by law.

7. You represent and warrant that when you share your URL with eligible individuals, you will: (a) distribute it in a personal manner; (b) not distribute it in a bulk manner;  (c) not create or send any unsolicited commercial email or a “spam” message under any applicable law or regulation, and will remain compliant with CAN-SPAM, the TCPA, and other applicable laws; and (d) not attempt to mislead anyone in connection with the Customer Referral Program, either by affirmative representation, implication, or omission. Any sharing that does not meet these requirements is expressly prohibited and constitutes grounds for immediate termination of your Site account, including deletion of any Customer Referral Credits, and your participation in the Customer Referral Program. Any Site account created using a URL that was distributed through an unauthorized channel will not be valid and any Customer Referral Fees issued in connection with that Site account may be revoked.

8. You agree that you will not, and we reserve the right to deactivate your Site account and any Referred User’s Site account, cancel all related Customer Referral Credits, and seek repayment, if we determine, in our sole discretion, that either you or the Referred User has: (a) tampered with the Customer Referral Program; (b) used (or attempted to use) the Customer Referral Program in a fraudulent, abusive, unethical, unsportsmanlike, or otherwise questionable or suspicious manner; (c) breached any of the Site Terms or these Additional Terms; (d) used the SIGND brand in connection with (i) disparaging or defamatory content concerning SIGND or third parties; (ii) content that promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual; (iii) offensive, abusive, intimidating or harassing content; (iv) content that violates someone else’s privacy; or (v) any political or religious statement; or (e) violated any law or regulation or infringed or violated the rights of any third party.

9. You will not sell your URL. You agree that you will only distribute your URL free of charge only for promotional purposes. You may not sell, trade, or barter your URL under any circumstances. You may not pay or provide anything of value to an invited user beyond any URL or collateral supplied by SIGND.

10. Credits do not expire, but the terms of the Customer Referral Program are subject to change at any time, for any reason, in our sole discretion. SIGND reserves the right, at any time, for any reason, in its sole discretion to:

a. suspend or terminate the Customer Referral Program;

b. disqualify anyone from participating in the Customer Referral Program; and

c. revoke, refuse to issue, or refuse to redeem any Customer Referral Credits that we suspect were generated through improper channels or in violation of these Additional Terms.

Without limiting the foregoing, we reserve the right to review and investigate activities undertaken in connection with the Customer Referral Program and suspend your Site account, revoke all Customer Referral Fees, or take other action in our sole discretion.

  1. By participating in the Customer Referral Program, you agree to release and hold harmless SIGND Parties from and against any and all economic liabilities, claims, damages, loss, harm, costs, or expenses, including property damage, that arise from or relate in any way to the Customer Referral Program. THIS SECTION 11 APPLIES ONLY TO ECONOMIC DAMAGES AND DOES NOT APPLY TO CLAIMS OF FRAUD OR PERSONAL INJURY.

 

Acceptable Use Policy

Last Updated: October 1, 2021

Your use of our Site (collectively, the SIGND™ website, mobile application (“App”), and goods and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Icon Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any SIGND Video, your Site account, our Site, and any Submission (if you are a Site user) or Icon Content (if you are an Icon User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

  1. You represent and warrant that:

a. you will not use a false identity or provide any false or misleading information;

b. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;

c. you will not use or authorize the use of any SIGND Video for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are an Icon User, those set out in any other written agreement; and

d. you will not:

i. violate any law, regulation, or court order;

ii. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;

iii. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

iv. interrupt or attempt to interrupt the operation of the Site in any way;

v. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications, or use the Site for any unauthorized commercial purposes;

vi. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;

vii. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;

viii. stalk, harass, threaten, or harm any third party;

ix. impersonate any third party;

x. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;

xi. use any means to scrape or crawl any part of our Site;

xii. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party  (including another user) to protect us, our Site, users, Recipients, or any other third party;

xii. access our Site to obtain information to build a similar or competitive website, application, or service;

xiv. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or

xv. advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of any SIGND Video includes use anywhere (on our Site or otherwise).

  1. Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any SIGND Video, Icon Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

These rules are only the minimum level of conduct that we expect for our Site. We also ask that you use common sense and be considerate toward other users. We reserve the right, in our sole discretion, to limit or terminate your access to or use of the Site at any time without notice. Termination of your access or use will not waive or affect any other right or relief to which we may be entitled at law or in equity.

 

Icon Terms of Service

Last Updated: October 1, 2021

This Icon Terms of Service Agreement (“Terms”) governs your use as an Icon User of the SIGND™ platform offered by Ashbry Inc., d/b/a SIGND(“we”, “us”, or “SIGND”), including our website (signd.com), mobile application(“App”), and products and services we provide (the website, App, and products and services are collectively referred to as our “Site”). “You” and “Icon User” refer to you as an Icon user of the Site.

These Terms apply solely to Icon Users of our Site and are in addition to our Site Terms of Service (the “Site Terms”). Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as an Icon User is governed by our Site Terms, our Acceptable Use Policy, and these Terms.

PLEASE READ THESE TERMS CAREFULLY. By using our Site as an Icon User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms, our Site Terms, and our Acceptable Use Policy. If you do not agree, do not access or use our Site as an Icon User.

ARBITRATION NOTICE: Section 19 of these Terms contains provisions governing how claims that you and SIGND have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and SIGND to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 19: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims. Table of Contents

  1. Participation in the SIGND Platform
  2. SIGND Videos
  3. [Reserved.]
  4. Fees and Payment
  5. Icon Referral Program
  6. Icon Content
  7. Ownership
  8. Additional Terms
  9. Eligibility
  10. Copyright and Intellectual Property Policy and Procedure for Claims of Intellectual Property Infringement
  11. Privacy
  12. Third Party Content and Interactions
  13. Business Relationship with SIGND
  14. Links
  15. Changes to our Site
  16. Termination and Reservation of Rights
  17. Disclaimers and Limitations on our Liability
  18. Indemnification
  19. Arbitration Agreement and Waiver of Certain Rights
  20. Other Provisions
  21. Changes to these Terms
  1. Participation in the SIGND Platform

a. Registration: In order to participate on our Site as an Icon User, you must register and create a Site account. By registering, you agree to provide true, accurate,     current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person     (except as outlined below for a parent or legal guardian and Organizations), or if you (and your parent or legal guardian, or an Organization, if applicable) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or     liabilities related to any unauthorized access to or use of your Site account.

i. Icon User Age 16 or Older: Icon Users who are at least 16 years old may register for a Site account directly. By registering, you represent and warrant that: (A) you are at least 16 years old (and, if between 16 and 18 years old, are registering with the      supervision and with the consent of your parent or legal guardian, who also agrees to these Terms); (B) you are of legal age to form a binding contract; (C) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) not barred from using our Site under the laws of the United States, your place of residence (and if you are between 16 and 18 years old, the place of residence of your parent or legal guardian), or any other applicable jurisdiction; and (D) you are (and if you are between 16 and 18 years old, your parent or legal guardian is) responsible for complying with all applicable laws and regulations relating to your participation on our Site and will fully indemnify the SIGND Parties (defined below) for any failure to do so.

ii. Parent or Legal Guardian of Icon User Under Age 16: Icon Users who are under 16 years old may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) they are the parent or legal guardian of the Icon User and agree to these Terms; (B) neither they nor the Icon User is barred from      using our Site under the laws of the United States, their place of residence or the place of residence of the Icon User, or any other applicable jurisdiction; and (C) they are responsible for complying with all applicable laws and regulations relating to the Icon User’s participation on our Site and will fully indemnify the SIGND Parties for any failure to do so.

iii. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register an Icon      User (“Affiliated Icon”). By registering an Affiliated Icon, the Organization represents and warrants for itself and each Affiliated Icon  that: (A) the Organization is the authorized representative of the  Affiliated Icon (and, if the Affiliated Icon is below the age of 18, is registering with any consent required of the Affiliated Icon’s parent or legal guardian as set forth in Sections 1.a(i) and 1.a(ii)) and agrees to these Terms; (B) neither the Organization nor the Affiliated Icon is barred from using our Site under the laws of the United States, the place of residence of the Organization or any Affiliated Icon, or any other applicable jurisdiction; and (C) the Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Icon’s participation on our Site under these Terms and will fully indemnify the SIGND Parties for any failure to do so. Any Organization that wishes to register an Affiliated Icon contact iconsuccess@signd.com.

b. Promotional Materials: At no cost to SIGND, you will provide to us the following promotional materials (“Promotional Materials”) within 72 hours of beginning the Icon on-boarding process on our Site: (i) if you would like us to promote your     participation on our Site, three high resolution images of yourself; (ii) your Site profile bio; and (iii) a promotional video of approximately 15 seconds in length to let your fans know that they can purchase your SIGND Merchandise and order your SIGND Videos on our Site. Please note that you will not be able to receive requests from Users, as defined below, until we receive your Promotional Materials. From time to time we may request additional Promotional Materials from you for SIGND’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for SIGND’s use will also be Promotional Materials under these Terms. SIGND and its designees have the right (but not the obligation) in their sole discretion to (a) pre-screen, monitor, review, or edit the Promotional Materials provided by you; and (b) refuse to use any Promotional Materials, in whole or in part, that, in SIGND’s judgment, does not comply with these Terms or are otherwise undesirable, inappropriate, or inaccurate.

  1. SIGND Videos

a. From time to time, a user of our Site (“User”) may purchase a SIGND Experience through our Site related to you as an Icon. The SIGND Experience consists of a physical product (“Merchandise”) such as an item of sporting memorabilia (for example, a football, basketball, soccer ball, hockey puck or jersey), or another item of physical memorabilia associated with you, autographed by you, together with a link to a personalized video recording (each, a “SIGND Video”) to be made by you, in connection with personalizing the SIGND Experience for the User.

b. We expect you to complete each request for a SIGND Experience that you accept by autographing the Merchandise, recording and uploading the SIGND Video to our Site, and placing the boxed SIGND Experience with the carrier within 48 hours of receiving the Merchandise from SIGND, unless the fulfillment time has been separately agreed between you and SIGND. You may decline a request or otherwise refuse, in your discretion, a User’s request to create or upload a SIGND Video if a User’s request is objectionable or otherwise offensive to you. If you accept the request associated with a SIGND Experience, you agree to record and upload to our Site one SIGND Video.

c. SIGND retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, or unfulfilled SIGND Video request.

d. Each SIGND Video shall be a minimum of 30 seconds in duration and will follow the general directions and requests of the User (for example, birthday message, congratulatory message, or “Good luck!” message). You will have sole discretion over the script and content of any SIGND Video, except that you agree: (i) you will use your name (please introduce yourself), the User’s name, and the name of any third party that the User identifies as a recipient (“Recipient”) in each SIGND Video, unless otherwise requested by the User; and (ii) you will not state in the SIGND Video that the SIGND Video is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by an Icon User. If you complete a SIGND Video but do not follow the general directions and requests of the User, we will discuss with you an appropriate adjustment of the payment made to you. You understand and agree that we are not responsible for, and undertake no responsibility to approve, monitor or otherwise police, the SIGND Video. You agree that we shall have no obligation and incur no liability to you in connection with any such SIGND Video.

  1. [Reserved]
  1. Fees and Payment

a. Signing Fee: You set your own price for your participation in each SIGND Experience which consists of signing the Merchandise and making the SIGND Video (each, a “Signing     Fee”). The Signing Fee excludes the cost of the Merchandise, shipping fees, taxes, and any service, transaction, or processing fees paid to SIGND.

b. Fees: Subject to these Terms, we will pay you 75% of the Signing Fee from User payments actually received by SIGND for each SIGND Experience (the “Fee”), subject to any adjustment of the payment pursuant to Section 2(d).

c. Fees and Payment Representations and Warranties: You represent and warrant that: (i) SIGND Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from SIGND to you, to any third party, guild, union, management, or agent, or pursuant to any collective     bargaining agreement, in connection with any SIGND Video, payment from us to you, or our Site; (ii) SIGND is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) SIGND is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or     welfare fund payments required by law or any labor union, or any withholding or income taxes.

d. Payment: You agree to register with the third-party payment provider selected by SIGND, which SIGND may change in its sole discretion. You may not use a payment provider other than the one selected by SIGND. You will provide the payment provider any information required in order to receive payments via the payment provider. Any payments due to you from SIGND will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to  receive the payments due to you. SIGND will not be responsible for any  damages, delays, losses, costs, expenses, or liabilities arising out of or  in connection with your inability to receive payments as a result of your  failure to provide such information. Subject to the payment provider’s terms, payments for the Fees will be made to you on or about the 1st and the 15th of each month with respect to the related SIGND Experiences for which payments have been received by SIGND (as set forth in Section 4.a). You acknowledge and agree that SIGND does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Unless otherwise agreed by SIGND in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if SIGND, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation. SIGND may replace its third party payment provider without notice to you.

e. Currency: Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.

f. Fundraising: If you identify any entity on your Icon page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant     that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment     obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your Icon page disclaiming a connection between SIGND and the Charity, as we determine in our sole discretion.

  1. [Reserved]
  1. Icon Content

a. License Grant to Icon Content: Our Site allows you to upload, submit, store, send,     transmit, approve, and receive content and data, including your SIGND Videos and Promotional Materials (collectively, “Icon Content”). You shall be solely responsible for any Icon Content submitted by you to the Site and the consequences of posting or publishing such Icon Content. When you upload, submit, store, send, transmit, approve, or receive Icon Content to or through our Site, either directly or indirectly, you grant to us a worldwide, non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and     irrevocable license in any and all manner and media, whether now known or     hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Icon Content works better with our Site or otherwise), and to use your Icon Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Icon Content may, in SIGND’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Such license for Icon     Content shall cover without limitation all intellectual property rights, including without limitation those concerning patents, trademarks, trade dress, copyright, trade secret, morality, privacy and publicity. SIGND and its affiliates may use or otherwise transfer or dispose of all Icon Content without restriction and Users of the Site shall not be entitled to any compensation whatsoever for any such use, transfer or disposition of Icon Content by SIGND. Please remember that third parties (including Users) may search for and see any Icon Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Icon Content. You further acknowledge and agree that SIGND has no obligation to you in connection with any advertising displayed on or in     connection with our Site (including no obligation to share any revenue received by SIGND as a result of any such advertising).

b. License Grant to Users: For each SIGND Video, you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the SIGND Video, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and  platforms).

c. Right to Remove SIGND Videos from Third-Party Platforms: You acknowledge and agree that we cannot restrict the use of your SIGND Videos or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third-party websites or platforms). We may seek to remove a SIGND Video from a social media channel or third-party website or platform in our sole discretion, but we have no obligation to do so. If we do seek to remove a SIGND Video from a social media channel or third-party website or platform, we may notify you of our intent to do so. As owner of     the copyright and all other intellectual property rights contained in your Icon Content, you hereby authorize SIGND to act as your agent in order to submit any DMCA or other intellectual property notice or other demand with respect to your SIGND Videos.

d. Licenses: The licenses granted in this Section 6 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Icon Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section 4. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 6 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.

e. Icon Content Representations and Warranties: You represent and warrant that:

i. You are the sole and exclusive owner of or have the necessary licenses, rights, consents, and permissions in the Icon Content and any intellectual property contained therein, and any Feedback, as defined below, and that you have the right to grant the rights described in these Terms;

ii. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Icon Content and Feedback by us, Users, or third parties (including Recipients) as described in these Terms;

iii. your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;

iv. your Icon Content and Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;

v. you will not post or make publicly available any SIGND Video that the User has requested not be posted to your Icon page;

vi. you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site;

vii. you will not provide your contact information to any User or send Merchandise      or anything else to a User other than as permitted by these Terms;

viii. you will not edit, change, modify, or remove the watermark from any SIGND Video or assist or encourage any third party to do so;

ix. you will not ask us for permission or to assist you with the actions prohibited by Sections 6.e(vi) through 6.e(viii).

f.  By sharing any Icon Content or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through the Site, you agree not to use the Site to: (a) upload, post, e-mail, or otherwise transmit any Icon Content that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, hateful, or contains explicit or graphic descriptions or accounts; (b) upload, post, e-mail, or otherwise transmit any Icon Content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of any impermissible classification, including, without limitation, religion, gender, sexual orientation, race, color, creed, ethnicity, national origin, citizenship, age, marital status, veteran status or disability; (c) upload, post, e-mail, or otherwise transmit any Icon Content that infringes, misappropriates, or violates any patent, trademark, trade secret, copyright, or other intellectual or proprietary or privacy right of any party/individual; (d)upload, post, e-mail, or otherwise transmit any Icon Content that you do not have a right to transmit under any law or regulation or under any contractual or fiduciary relationship (such as insider information, intellectual, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (e) upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Site or any computer software or hardware or telecommunications equipment or any other similarly destructive activity; (f)interfere with or disrupt the Site, or servers or networks linked to the Site, or disobey any requirements, procedures, policies, or regulations of networks linked to the Site; (g) intentionally or unintentionally violate any applicable local, state, national, or international law; (h) upload, post, e-mail, or otherwise transmit any material, or take any other actions with respect to your use of the Site, that would constitute, or would otherwise encourage, criminal conduct or conduct that could give rise to civil liability; (i) impersonate others, including, without limitation, a SIGND employee, host, or representative, or other members or visitors on the Site; or (j) harvest, collect or store information about the users of the Site or any user content or use such information for any purpose inconsistent with the purpose of the Site or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.

 

g. Treatment of Icon Content: Any Icon Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Icon Content, including any personal     information included in that Icon Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture,     employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Icon Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Icon Content. None of your Icon Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Icon Content.

h. Refusal and Removal of Icon Content: You acknowledge and agree that Icon Content you view or post on the Site is posted, viewed and used by you at your own discretion and risk. You further acknowledge and agree that the views expressed by you and other Icon Users and Users do not necessarily reflect the views of SIGND, and SIGND does not support or endorse any Icon Content or any other content or otherwise posted by you or any other user. You acknowledge that SIGND does not pre-screen, monitor, review, or edit the Icon Content posted by you and other Icon Content on the Site. However, SIGND and our designees have the right (but not the obligation) in our sole discretion to modify, refuse or remove any Icon Content, in whole or in part, that, in our judgment, does not comply with these Terms or is otherwise undesirable, inappropriate, or inaccurate. Any or all postings on or through the Site, including any Icon Content, may be deleted or     removed periodically in our sole discretion. SIGND is not responsible for any failure, non-failure, or delay in removing such Icon Content.  SIGND does not assume any obligation or liability with respect to Icon Content and no confidential or fiduciary understanding or relationship is established by SIGND’s receipt or     acceptance of any such materials.

i. Cancellation of Site Account: If you cancel your Site account, you may, on at least three business days’ advance  written notice to us, request that we no longer include your SIGND Videos on our Site and that we not make any new public use of them. Although we may make good faith efforts to comply with your request, we have no obligation to do so. As noted in Section 6.c, we have no obligation as to any use of your SIGND Videos by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

j. You understand that the technical processing and transmission of the Site may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. SIGND assumes no responsibility for the deletion or failure to store postings or other information submitted by you or other users to the Site.

  1. Ownership

a. Other than Icon Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site,  including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “SIGND Content”); and (ii) our trademarks, logos, and brand elements (“Marks,” and together with the SIGND Content, “SIGND Intellectual Property”). Our     Site, SIGND Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the     SIGND Intellectual Property without our prior express written consent. You     acknowledge and agree that each request or message from a User is a     Submission (as defined in the Site Terms) owned by the User who created it.

b. Except as specifically permitted by these Terms, or as permitted by a separate agreement with or consent by us, you are only authorized to access, view, use, download, and print for your records portions of the SIGND Intellectual Property (including without limitation text, graphics, software, audio and video files and photos) available through our Site for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact. No right, title or interest in any of the materials contained on this Site is transferred to you as a result of accessing, downloading or printing such materials.

c. You may not store, modify, reproduce, transmit, retransmit, reverse engineer, copy, sell, lease, create derivative works from, modify, disassemble, decompile or distribute all or any portion of the SIGND Intellectual Property, or the design or layout of this Site or individual sections of it, in any form or media without SIGND’s prior written permission. The systematic retrieval of data from the Site is also     prohibited. You may not use a part of this Site on any other website without SIGND’s prior written consent, except for the SIGND Videos.

d. SIGND desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that SIGND has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to SIGND a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.

e. You hereby waive any and all moral rights or “droit moral” that you may have in Icon Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Icon Content or Feedback.

  1. Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

  1. Eligibility

a. National Collegiate Athletic Association (“NCAA”) and Other Amateur     Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.

b. Eligibility Representations and Warranties: You represent and warrant that:

i. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;

ii. you will comply with all applicable terms of any third-party payment provider we select, and you are not on a prohibited list of that payment provider;

iii. if you include an animal in any SIGND Video, you will cause no harm to the animal and will comply with all applicable laws and regulations;

iv. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and

v. you are not a convicted sex offender.

c. Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not  listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by SIGND are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer SIGND products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

  1. Copyright and Intellectual Property Policy and Procedure for Claims of Intellectual Property Infringement

a. We specifically prohibit users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is our policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.

 

b. If you believe that your intellectual property, including any Icon Content, has been copied and is accessible on or via the Site in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated,  please forward the following information to the Designated Agent named below:

i. your address, telephone number, and email address;

ii. a description of the work that you claim is being infringed;

iii. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;

iv. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property right being infringed, its agent, or the law”;

v. an electronic or physical signature of the owner of the intellectual property right being infringement (or a person authorized to act for the copyright owner); and

vi. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the owner of the intellectual property right being infringed or authorized to act on behalf of the copyright owner.

Designated Agent:

SIGND
1181 S. Rogers Circle

#18

Boca Raton, FL 33487

Email: agent@signd.com

 

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged intellectual property infringement should be sent to our Designated Agent.

c. We will respond to all valid notices of alleged copyright infringement under the Digital Millennium Copyright Act. However, we do not have the resources, nor the ability, to respond to all other notices of alleged intellectual property infringement, and we will not act as the arbiter of any such third-party disputes. If you believe that your intellectual property rights have been violated by another user, an Icon User, or a third party, we strongly advise that you contact such user, Icon User, or third party directly. We will respond to valid subpoenas,  however, due to privacy concerns, we generally cannot disclose the identity of our users. All valid subpoenas or court orders should be sent to our Designated Agent. Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

  1. Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy, which may be accessed here.

  1. Third-Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third-party content that is completely independent of SIGND, including SIGND Videos, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general(“Third-Party Content”). We do not control the Third-Party Content made available by and through the Site. The third-party creators of Third-Party Content are solely responsible for the accuracy, completeness ,appropriateness and/or usefulness of such Third-Party Content. Third-Party Content should not necessarily be relied upon. We do not represent or warrant that the Third-Party Content and other information posted by and through the Site is accurate, complete, up to date or appropriate. You understand and agree that we will not be responsible for, and undertake no responsibility to monitor or otherwise police, such Third-Party Content. You agree that we shall have no obligation and incur no liability to you in connection with any such Third-Party Content.

Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party. However, SIGND has the right (but not the obligation) to, in its sole discretion, intercede and you will reasonably cooperate with SIGND if it does so. You acknowledge and agree that SIGND will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users, or relating to your Icon Content. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each SIGND Party(defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

  1. Business Relationship with SIGND

a. You and SIGND agree and declare you and SIGND are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of SIGND, and will not represent yourself as such. As an independent contractor using our platform to connect with your fans and audience, and promote sales of Merchandise, you are solely and exclusively     responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.

b. You represent and warrant that as between SIGND and you (whether an Icon User, parent or legal guardian of an Icon User, an Organization, Affiliated Icon, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.

c. You will use your own equipment to perform your obligations under these Terms.

d. You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.

e. Your relationship with SIGND is non-exclusive, meaning that you may provide similar services to third parties, including SIGND’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

f. The SIGND platform is not an employment agency service or business and SIGND is not an employer of any Icon User. You acknowledge and confirm that you are responsible for exercising your own business judgment in fulfilling any SIGND Experience and that, depending on how you exercise such business judgment, there is a chance for individual profit or loss.

  1. Links

Our Site may contain links to social media platforms or third-party websites (“Linked Sites”). You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the Linked Site; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of Linked Site. By accessing a Linked Site, you may be disclosing your private information. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. We encourage you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that we are not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Site.

  1. Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

  1. Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the SIGND team at iconsuccess@signd.com. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

  1. Disclaimers and Limitations on our Liability

a. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the SIGND Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.

b. In particular, the SIGND Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. SIGND makes no warranty that our Site: (i) will meet your requirements, (ii) will be uninterrupted, timely, secure, or error-free or that defects will be corrected; (iii) will be free of viruses, worms, trojan horses, or other harmful components or destructive programs; (iv) will have security     methods employed that will be sufficient against interference with your     enjoyment of same, or against infringement; and (v) will be accurate or     reliable. You acknowledge and agree that the SIGND Parties will have no     liability, contingent or otherwise, to you or to any third parties, or any     responsibility whatsoever for any: (i) errors, mistakes, or inaccuracies of content, products, or services contained on or by the Site; (ii) personal injury, property damage, or other harm resulting from your access  to or use of our Site; (iii) unauthorized access to or use of our servers, any personal information, or user data; (iv) interruption of transmission  to or from our Site, or any delays or omissions in the delivery of the  data or information available on or by the Site, or failure of any connection or communication service to provide or maintain your access to the Site; (v) bugs, viruses, trojan horses, or the like that may be     transmitted on or through our Site; or (vi) damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.

c. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a SIGND Video, will create any warranty not expressly made by us.

d. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that SIGND is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any SIGND Party with respect     thereto.

e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any SIGND Party be liable to you or to any third party for any direct, indirect, special, incidental, punitive, exemplary, or consequential damages (including for loss of profits, revenue, or data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or  transmitted by SIGND) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not SIGND has been advised of the possibility of such damages. To the fullest extent permissible by law, SIGND shall not be liable to you or any third party for: (i) the use or the inability to use the Site; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, content and/or any other services purchased or obtained from or through the Site; (c) the failure to realize any specific benefit or related outcome through use of the Site; and (d) any other matter relating to the Site.

f. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually paid by SIGND to you during the 12 months preceding the claim giving rise to such liability.

g. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

h. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between SIGND and you.

  1. Indemnification

Without limitation of SIGND’s other rights and remedies, you agree to indemnify, defend, and hold harmless SIGND and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “SIGND Party, “ and collectively, “SIGND Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Icon; (f) any Charity; (g) your status as a parent or legal guardian of an Icon User; (h) Icon Content; (i) Feedback; (j) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 9.a; or (k) your participation in the Referral Program; (l)your violation of any rights of a third party; (m) any dispute between you and any other user of the Site, including another Icon user, or third-party; or (f)your violation of any law or regulation. SIGND may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

  1. Arbitration Agreement and Waiver of Certain Rights

PLEASE READ THIS SECTION CAREFULLY. EXCEPT AS THE TERMS OTHERWISE PROVIDE, YOU WAIVE YOUR RIGHTS TO TRYANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

a. Arbitration: You and SIGND agree to resolve any dispute, claim, or controversy between you and SIGND arising from or relating in any way to: (1) these Terms and their interpretation or the breach, termination or validity thereof, and the     relationships which result from these Terms; (2) your use of the Site; or (3) any products or services sold or distributed by SIGND through the Site (collectively, “Covered Disputes”) through binding and final arbitration instead of through court proceedings. The arbitrator also has the sole authority to and shall address all claims or arguments by both parties concerning the formation, legality, and enforceability of this arbitration clause, the scope of this clause, and the arbitrability of any claim or issue arising between us.  You and SIGND each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and SIGND relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any arbitration will be governed in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The AAA Rules are available online at https://www.adr.org/consumer, by calling the AAA at 800-778-7879, or by writing to the AAA Notice Address. To the extent that there is a conflict between this clause and the AAA Rules, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an     individual basis. The arbitration will be heard and determined by a single neutral arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or     exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be     required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’advance written notice of its intent to file for arbitration. SIGND will provide such notice by email to your e-mail address on file with SIGND and you must provide such notice by email to: legal@signd.com. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration.

b. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, SIGND will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. SIGND will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

c. No Preclusions: This arbitration agreement does not preclude you or SIGND from seeking action by federal, state, or local government agencies. You and SIGND each also have the right to bring any qualifying Claim in small claims court. In addition, you and SIGND each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, or other equitable relief in aid of arbitration and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms. Any claims, disputes, actions or proceedings by SIGND relating to its intellectual property rights and/or to prevent unfair competition, misappropriation of trade secrets, unauthorized access, fraud, industrial espionage, and or fraud (including computer fraud) may be brought in the federal courts in Florida, and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

d. No Class Representative or Private Attorney General: Each of you and SIGND agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or SIGND). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

e. Severability/No Waiver/Survival: If any provision of this Section 19 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 19 will continue in full force and effect. No waiver of any provision of this Section 19 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 19 will survive the termination of your relationship with SIGND.

f. 30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: SIGND, Attn: Legal Department, 1181 S. Rogers Circle #18, Boca Raton, FL 33487. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

g. LIMITATIONS: This Section 19 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or SIGND would have in court may not be available in arbitration.

  1. Other Provisions

a. Force Majeure: Under no circumstances will any SIGND Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, pandemics, or any other event or cause beyond the reasonable control of any SIGND Party.

b. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the state or federal courts located in Florida. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

c. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.

d. No Waiver or Amendment: The failure by SIGND to enforce any right or provision of these Terms will not prevent SIGND from enforcing such right or provision in the future and will not be deemed to modify these Terms.

e. Assignment: SIGND may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.

f. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

g. Captions/Headings: The captions and headings appearing in these Terms are inserted only as a matter of convenience and in no way shall be construed as defining or limiting the scope or intent of any provision of these Terms, nor in any way affecting them.

  1. Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.