My TOlbox, LLC ("MTB," "we," "our," "us") offers My TOlbox, a web based experiential platform (the "Platform"), and owns and operates the My TOlbox website, located at www.myTOlbox.com, through which we offer free-to-play games, paid-entry contests of skills, other games, a marketplace, and other products and services (collectively referred to as the "Services").

In order to maximize the experience of all Users, in addition to these Terms, we have established certain terms, policies, and guidelines applicable to your use of the Services, including (i) the My TOlbox Community Standards, which apply to all Users of the Services and outline what type of behavior is and is not acceptable when using the Services ("Community Standards"); (ii) the My TOlbox Privacy Policy ("Privacy Policy"), which outlines the terms applicable to User information and data as well as MTB's use of that data; (iii) the My TOlbox Accessibility Statement, which provides information regarding MTB's commitment to keeping the Services accessible and usable for people with disabilities and to ensure a fun, safe, and equitable experience for all Users ("Accessibility Statement"); (iv) the General Health Notice, which provides some information regarding potential health issues that Users may experience while using the Services—please read this carefully before watching or playing on the Services ("General Health Notice"); and (v) the My TOlbox Responsible Gaming Policy, regarding the efforts taken to ensure a balanced gaming experience ("Responsible Gaming Policy"). Together, the Community Standards, Privacy Policy, Accessibility Statement, General Health Notice, Responsible Gaming Policy, and any other appendixes or policies available on the Platform are referred to as the "Additional Policies." These My TOlbox Terms of Use (the "Terms of Use"), along with the Additional Policies (the "Terms"), govern your ("User(s), "your," "you") use of the Platform and other Services.

Before accessing or using the Services, please read these General Terms of Use and any additional terms, rules, guidelines and conditions issued, from time to time, by My TOlbox (collectively, the "Terms") carefully.

Additional Policies are hereby incorporated into and made a part of these terms by this reference. In agreeing to these Terms, you are agreeing to comply with the Additional Terms (as applicable to you).

We reserve the right, without notice and for any reason, to remove any content from, or services offered through the Services; to modify, suspend, or discontinue the Services; and/or to deny access of any user to all or any part of the Services.

1. DEFINITIONS.

2. SUMMARY OF PLATFORM; USER LEVELS.

2.1 Summary of Platform.

The My TOIbox Platform is a web based experiential platform that allows users to discover, play, create, and share unique interactive experiences, explore an online auction, participate in weekly events, and connect with friends.

(a). User Levels.

The Platform offers two levels of Users as set forth below.

(i) "Guest Users."

Guests Users are Users who access the Services without creating an account on the Platform. Whenever you access the Services as a Guest User (including if you click on an external link and do not already have an Account registered), a new Guest User instance will be generated for you. As more fully described below, Guest Users are temporary accounts, and any progress or Assets you may have accumulated as a Guest User will be permanently deleted as soon as you end a session as a Guest User. Guest Users can interact with many experiences and games in the Platform, however, their access to various Services will be limited. Guest Users cannot create custom Avatars and will be listed as "anonymous" or assigned an anonymous username when participating in some experiences.

(ii) "Registered Users."

Registered Users are Users that create an Account on the Platform. This includes standard, Pro and Enterprise accounts. Registered Users will have a private profile page to manage their account information. Unlike Guest Users, any progress and Assets you may have accumulated as a Registered User will persist across your sessions. However, even Registered Users do not own their Assets even if paid-for using real world currency. All Assets are licensed to Users in accordance with Section 5. Your license to your assets will expire if you delete your Account, and you have no claim to your Assets outside the context of the Services.

(iii) "Pro/Enterprise Users."

Pro Users are Enterprise Users that create an Account on the Platform. Pro and Enterprise Users users will have a private profile page to manage their account information. Unlike Guest and Registered Users, any progress and Assets you may have accumulated as a Registered User will persist across your sessions. However, even Pro and Enterprise Users do not own their Assets even if paid-for using real world currency. All Assets are licensed to Users in accordance with Section 5. Your license to your assets will expire if you delete your Account and/or cancel your subscription, and you have no claim to your Assets outside the context of the Services.

(b) Platform Features; Services.

(i) User Account Page.

If you are a Registered or Pro/Enterprise User you will have access to your own Account page. Your Account page will list the Assets associated with yourAccount, including your Avatar, items, and more.

(ii) Pro and Enterprise Accounts.

If you are a subscribed Pro or Enterprise account holder you will have additional services available to you for a monthly subscription fee, which may include additional custom content opportunities, data access, event calendar and inspiration tools, and/or other services.

(iii) Personalized Avatars.

If you are a Registered User you will have the option of creating a personalized Avatar when setting up your Account. Your Avatar is how you will appear to other Users when you are in the Platform.

(iii) Personalized Avatars Assets.

If you are a Pro/Enterprise User you may have the option of creating a personalized Avatar Elements to be gifted, sold or shared with Registered Users following your MTB account.

(vi) TOlbox Games.

Games are included on the Platform. In addition to the pre-existing games created by MTB, some games will be sponsored by third-party sponsors. The TOlbox Game rules, controls, guidelines, and other terms for each service, game, or contest offered on the Services can be found on our website and/or within the service, game, or contest itself. Such rules, controls, and guidelines form part of these Terms and are hereby incorporated herein, and by agreeing to these Terms you also agree that you shall comply with any such supplemental or additional rules, controls, guidelines, and other terms with respect to each individual service, game, or contest which you choose to access and/or play through the Services.

(c) Third-Party Sponsors.

From time-to-time, we may work with third party sponsors to sponsor a TOlbox Game(s), TOlbox Experience(s), or other Assets. Except as otherwise disclosed, MTB is not affiliated with any such sponsors and has no responsibility for their acts or omissions.

3. USING THE SERVICES

3.1 Account Creation.

You must create an Account to access some parts of the Services. You agree to provide accurate, current, and complete information about yourself and to maintain and promptly update any Account information to keep it accurate, current, and complete. Only one (1) Account per verified person is permitted. Your Account is unique to you and non-transferrable. For the avoidance of doubt, you may not "co-own" an Account with another person or entity. You may not use a username for your Account that promotes a commercial venture or a username that we determine, in our sole discretion, is offensive or otherwise violates these Terms. We may require you to change your username or may unilaterally change your username without notice to you, in our sole discretion.

3.2 Account Security.

You are also solely responsible for maintaining the confidentiality of your Account, including protecting your login credentials and restricting access to your devices. You agree that you shall take all steps necessary to protect your login details and keep them secret. You accept responsibility for all activities that occur under your Account and/or from your devices. We will have no liability or responsibility for actions taken by others in your Account. If you have reason to believe that someone is using your Account without your permission, you should contact us immediately. Your password must, at a minimum:

1. not contain your e-mail,
2. have at least 12 characters, and
3. have 2 of the following: 1 letter (case sensitive), 1 number, and 1 special character (i.e. "@#$%^&").

3.3 Notices.

You consent to transact with us electronically and receive legal notices and other communications electronically, including by e-mail, text messaging, push notifications (in accordance with your device settings), and/or by notices posted on the Services. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Services and said electronic communications.

3.4 Monitoring and Recording.

You acknowledge and agree that we may monitor and record communications related to Service usage and geographic location information for any reason, including and without limitation, in order to ensure compliance with applicable laws and regulations. We reserve the right to report unusual or suspicious activity to the proper authorities. Please see our Privacy Policy for more information.

3.5 Modifications to Services.

MTB reserves the right to modify, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, content, or game variant), whether temporarily or permanently at any time for any reason. You agree that MTB shall not be liable to you or any third-party for any modification, suspension, or discontinuation of the Services.

3.6 Authorized Use of Accounts.

You agree that the sole and specific purpose of creating an Account on MTB is to participate in MTB's Services.

4. LICENSE GRANT.

Subject to your strict compliance with the Terms, MTB hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited license to access and use the Services solely on devices that you own or control and solely for your personal entertainment use as permitted under the Terms.

5. RESERVATION OF RIGHTS; INTELLECTUAL PROPERTY.

5.1 Reservation of Rights.

You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in or to the Services, or any other rights in or to the Services, other than the right to use the Services in accordance with the license expressly granted in these Terms, which license is subject to all terms, conditions, and restrictions of these Terms. For the avoidance of doubt, MTB and its licensors and suppliers reserve and shall retain all of their rights, titles, and interests in and to the Services, and all intellectual property rights arising out of or relating to the Services, subject only to the license expressly granted to you in these Terms.

5.2 Marks.

Any trademark, service mark, logo, tradename, and/or the like (collectively, the "Marks") contained in the Services, whether or not appearing in large print or with the trademark symbol, belongs exclusively to us or our licensors. User will not use or incorporate any of MTB's trademarks, service marks, corporate names, or trade name as part of a domain name or other product or service without MTB's prior written consent. Nothing in these Terms grants you any right to use our, or any third-party's, Marks.

5.3 Monitoring; Notice of Infringement.

You shall promptly notify MTB if you become aware of any infringement of MTB's rights, title, or interest in or to the Services (including any intellectual property rights therein), and fully cooperate with MTB, at MTB's sole expense, in any legal action taken by MTB to enforce its rights therein.

5.4 Pre-Existing IP.

Except as otherwise set forth herein, each Party retains sole and exclusive ownership to all its Pre-Existing IP. User will acquire no right, title, or interest in or to, and will not register, apply to register, sell, copy, license, transfer or use, any of MTB's trade names, trademarks, service marks, trade secrets, know-how, patents copyrights or other intellectual property of any kind except as expressly allowed under this Agreements.

6. MODIFICATION TO TERMS.

We reserve the right to revise the Terms at any time. If we do so, we will post the modified Terms on our website here. You should review the Terms regularly to make sure you are aware of any changes. Your use of the Services following such revision to the Terms constitutes your acceptance of and agreement to the Terms, as amended, and the revisions will apply to your use of the Services on and after the date on which we post the revised Terms.

7. USE RESTRICTIONS.

By using the Services (including the Assets), you agree that you shall NOT at any time, directly or indirectly:

• copy, download, distribute, or disseminate outside of the Services, any information you obtain from within the Services, except as expressly permitted under the Terms;
• use the Services for any fraudulent or unlawful purpose or any purpose prohibited by these Terms;
• use the Services in any manner that may adversely affect MTB's resources or the availability of the Services to others, or in any way that disrupts the operation of the Services or the servers or networks that make the Services available;
• use the Services or information obtained through the Services to contact any person who (i) has a restraining order (or has filed for a restraining order) against you, or (ii) you are prohibited from contacting by any kind of court order or agreement;
• submit or post any material or information to the Services, or use the Services in any way, that (i) is illegal, obscene, threatening, harassing, slanderous, defamatory, abusive, invasive of privacy; (ii) infringes, misappropriates, or otherwise violates the intellectual property or other rights of any person or entity; or (iii) contains software viruses, corrupted data, cancel bots, or any other form of malicious software;
• impersonate any person or entity, create a false identity, falsely state or otherwise misrepresent your affiliation with any person or entity, express or imply that MTB endorses any statement or action that you make or have made, or otherwise mislead as to the origin of any material or information you submit to the Services or in connection with your access to and use of the Services;
• violate the rights of any third party or breach any contract with or duty owed to any third party;
• create a database by downloading and/or saving any content, material, or information from the Services;
• use the Services to design, develop, operate, support, market, distribute, or otherwise make available any program, application, or service (including without limitation, any device, technology, product, computer program, mobile application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with the Services;
• frame or mirror any portion of the Services;
• attempt to gain unauthorized access to the Services. You may not attempt to defeat any security measures that we take to protect the Services;
• use the Services, or any information you obtain through the Services, to harass, stalk, violate, or otherwise harm any person or their rights, or for any other improper, unlawful, or unauthorized purpose;
• use the Services beyond the scope of the license granted herein; copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether in whole or in part, of the Services or any information or materials made available in or through the Services;
• combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof (unless allowed by law);
• use Harmful Code and Content in the creation of assets for use on or affiliated with the MTB platform;
• use Open Source Code in any manner outside of the code providers licensing terms;
• remove, delete, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights notices, included on or in the Services;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or any features or functionality of the Services available to a third party;
• use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule;
• use the Services for purposes of competitive analysis of the Services or the development of a competing software product or service;
• bid on Treasure Hunt items for the purpose of reselling such items; or
• use the Services in any way that breaches any of the Terms, including the Community Standards.

If MTB is made aware of any infringement of these Use Restrictions, or any other infringement of these Terms, MTB may review the infringement in its sole discretion and determine, in MTB's sole discretion, how to respond. In response to any such infringement, MTB may, in its sole discretion, terminate a User's Account and/or access to the Services, suspend their access to certain My TOlbox Experiences, remove Assets from their Account, or other actions.

8. MESSAGING.

There is not currently any way for Users to communicate in-Platform. Where the Services provide an option to message a user, selecting that option will take the user to the messaging application on their mobile device to message the other user via text or SMS message on their respective phones. Messaging is optional, and users will not miss any functionality of the Services without messaging.

9. GUEST USERS

Any games created, by a Guest User will cease to exist when the Guest User exits the Platform. If a Guest User wishes to retain their games/content, they must create an Account and become a Registered User.

10. FEEDBACK AND COMMENTS.

By submitting ideas, suggestions, or enhancement requests, (collectively, "Contributions") to MTB through the Platform, our website, or otherwise, you acknowledge and agree that: (i) the Contributions do not contain the confidential or proprietary information of you or any third party; (ii) we are not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) we are entitled, but not obligated, to use or disclose (without notice or credit given to you) such Contributions for any purpose, in any manner, and in any media, now known or hereafter developed; (iv) we may have something similar to the Contributions already under consideration or development, and we will own all rights, titles, and interests in and to what we create or develop without use of your Contributions; and (v) you are not entitled to compensation or attribution or acknowledgement of any kind for your Contributions. You hereby assign to MTB all rights, titles, and interests in and to your Contributions (and all copyright, trademark, trade secret, and other intellectual property rights therein).

11. USER GENERATED CONTENT; CREATORS.

11.1 Creators.

Users who create content and submit it to publish it or otherwise make it available on the Platform ("Creators") shall be subject to these additional terms in this Section 12.

11.2 "UGC" Defined.

"UGC" is content of any kind or nature, whether material, assets, or otherwise, that Pro/Enterprise and/or Creators create, upload to, and publish or make available on the Platform or otherwise generate through the Services, including, without limitation:

1. all TOlbox Games, TOlbox Experiences, and Assets that Users create;
2. all customizations users make to TOlbox Games, TOlbox Experiences, and Avatar assets including User created experiences, and team and league names;
3. Contributions; and
4. All other content or materials that Users may post, submit, create, publish, display, or transmit on or through the Services or to other Users.

11.3 Rights to UGC.

You hereby assign to MTB all rights, titles, and interests in and to any UGC (including all copyright, trademark, trade secret, and other intellectual property rights) therein that you submit, publish, or otherwise make available on the Platform or through the Services.

11.4 User Representations and Warranties; Liability.

You represent and warrant that: (i) you own or control all rights in and to your UGC and have the right to grant the assignment granted above to us; (ii) all of your UGC do and will comply with these Terms, including with the below listed Content Standards. You understand and acknowledge that you are responsible for any UGC you submit or contribute, and you, not MTB, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any UGC posted by you or any other User.

11.5 UGC Availability.

MTB may in its discretion suspend availability of or delete any UGC or other content on the Platform at any time and for any period of time, for any reason, including in perpetuity, without notice if such UGC or other content violates the Terms or if MTB determines in its discretion that any UGC does or may cause harm to the Services or to MTB's reputation. MTB is under no obligation of any kind to Creator for suspending or deleting any UGC in accordance with this Section.

11.6 Content Standards.

In addition to the Use Restrictions above, these content standards ("Content Standards") apply to any and all UGC. UGC must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, UGC must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable (in each case, as determined by MTB).
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any person. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Terms.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

If MTB is made aware of any violation of these Content Standards, MTB may review the infringement in its sole discretion and determine, in MTB's sole discretion, how to respond. In response to any such infringement, MTB may, in its sole discretion, terminate a User's Account and/or access to the Services, suspend their access to certain Experiences, remove Assets from their Account, or other actions.

12. FEE BASED SERVICES; PAYMENT, TERM & TERMINATION

12.1 Single Use Service(s)

1. May be available for purchase by User and will become available within the User account upon successful receipt of payment.
2. Are not eligible for returns and/or cancelation.

12.2 Subscription Service(s)

1. Are available to Pro/Enterprise users.
2. Pro and Enterprise subscription fees vary based on their included services which will be presented to User prior to acceptance.
3. New Pro accounts include a (7) day trial period. If the subscriber cancels the account before the trial period expires, their payment method will not be charged. If the account is not canceled, the payment method will be billed on the first day following the trial period and proceed automatically based on the subscription chosen.
4. Are based on a monthly, quarterly or annual subscription commitment.
5. Subscription subscribers will be billed automatically at the beginning of each subscription period (monthly, quarterly or annually).
6. Renewal. Subscription services will automatically renew for the same period and payment method unless MTB is notified (30) days in advance of renewal date of any requested changes.
7. Rates may change periodically. In that case, Subscriber will be notified (30) days in advance of any changes to renewal rates.
8. Termination: Subscription services may be terminated: (i) by subscriber through the Cancel Subscription feature in their Account. Upon cancellation, user will have access to their services until the end of that billing cycle. At which time, their account will be deactivated, and all account assets will be no longer available to the user or to others with which that content has been shared. The subscriber will have up to 6 months to renew their subscription, at which time access to all assets will be reactivated. If the account remains inactive for (6) months, MTB reserves the right to delete all user created content. Refunds will not be issued for the remaining time on the current subscription, but renewal will be cancelled; (ii) by Company, for any reason or no reason, upon thirty (30) days' prior written notice to Subscribing party.

13. DIGITAL MILLENNIUM COPYRIGHT ACT.

13.1 Notice.

We respect the intellectual property rights of others and we ask you to do the same. If you are a copyright owner or an agent of a copyright owner and believe that any content on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by contacting our Copyright Agent at dmca@mytoibox.zendesk.com or via mail to My TOIbox, LLC, 8630 SW Scholls Ferry Rd #179, Beaverton, OR 97008. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. You must provide the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
2. A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
3. A description of the material that you claim is infringing and where it is located;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the use of those materials is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

13.2 Counter-Notice.

Regarding any content that was removed or disabled, if you believe that your content is not infringing or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice to our Copyright Agent. Any counter-notice submitted on behalf of an under-13 User must be submitted by a parent or other adult representative. When our Copyright Agent receives a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that party that we may, in 10 business days, replace the removed content or stop disabling it. Unless the copyright owner files an action seeking a court order against the provider of the content, the removed content may be replaced or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in our sole discretion. To submit a counter-notice, you must provide the following information in writing (see 17 U.S.C 512(g)(3) for further detail):

1. Your address, telephone number, and email address;
2. Your electronic or physical signature;
3. A description of the copyright-protected work or other intellectual property right that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address you provided is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided the original takedown notice or an agent of such person.

13.3 Repeat Infringer Policy.

MTB's intellectual property policy is to: (i) remove or disable access to material that MTB knows to be infringing the intellectual property rights of third parties or that has been identified in a valid DMCA notice submitted by an intellectual property rights owner or his or her agent; and (ii) in appropriate circumstances, to terminate the Accounts of and block access to the Services by any User who repeatedly or egregiously infringes other people's copyrights or other intellectual property rights.

14. TRADEMARK INFRINGEMENT.

Our policies prohibit you from providing UGC that infringes trademarks. If you provide UGC that infringes trademarks, your UGC can be blocked or removed. If you are a trademark owner that believes your trademark is being infringed, please note that we are not in a position to mediate disputes between users and the holders of trademark rights. That being said, we take your rights seriously. So, we will investigate and try to resolve any allegations of trademark infringement. Therefore, if you feel that your trademark rights are being infringed, contact us at support@mytolbox.zendesk.com or via mail to My TOlbox, LLC, 8630 SW Scholls Ferry Rd #179, Beaverton, OR 97008. When you contact us, please provide the following information in writing:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the trademark;
2. A description of the trademark right that you claim has been infringed;
3. A description of the material that you claim is infringing and where it is located;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the use of those materials is not authorized by the trademark owner, its agent, or the law; and
6. A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the trademark owner or authorized to act on the copyright or intellectual property owner's behalf.

15. THIRD PARTY SERVICES; DISCLAIMER.

Some parts of the Services may include or make available content, tools or other materials from third parties (i.e., people or companies other than MTB) ("Third Party Services"). This could include links to other websites, features that let Users link Accounts to other accounts (like Facebook), or third-party buttons (e.g., "like" or "share" buttons). As described in this Section, MTB does not control or take responsibility for Third-Party Services (including how those third parties use User information). User understands that using the Services could subject User to third-party fees, terms, and/or policies, such as a privacy policy, and User agrees to pay all those fees and to follow those terms and policies. User understands that by using the Services, User may come across Third-Party Services that (i) may be considered offensive, or objectionable, (ii) may or may not be identified as having explicit language, (iii) may contain links or references to objectionable material, and (iv) may not be available in all countries or languages. User agrees to use the Services at User's own risk and that MTB will not have any liability to User for content (including Third-Party Services) that may be found to be offensive, inaccurate, illegal, unavailable, of poor quality or otherwise.

16. ONLINE SAFETY.

MTB cares about the safety of Users. Please see the My TOlbox Community Standards for more information.

17. DISCLAIMERS; NO REPRESENTATIONS OR WARRANTIES.

17.1 UGC Disclaimer.

Except as may be required by applicable law, MTB is not liable for, nor is MTB obligated to screen, approve, edit or control UGC that Users or others upload or otherwise make available on the Services, Users' use of the Services, or Users' interaction with other Users, and MTB makes no representations or warranties regarding any UGC, regarding any Users or their use of the Services, regarding the suitability or appropriateness of the Services, or the experience any user will have when using the Services. MTB may, however, at any time and without notice, and without any obligation to User, remove, edit, or block or suspend the availability of any UGC or User that MTB thinks violate these Terms or is otherwise objectionable. User understands that when using the Services, User will see UGC from a variety of sources and understands that UGC could be inaccurate, offensive, or objectionable. User agrees to waive, and does waive, any legal or equitable right or remedy that User has or may have against MTB regarding UGC, any other User, or User's experience with the Services. If notified by a User or content owner that UGC allegedly violates these Terms, MTB may investigate and decide whether to remove the UGC or terminate or suspend access by a User (which MTB can do at any time, without notice).

17.2 WARRANTY DISCLAIMER

17.3 NO RESPONSIBILITY FOR LOSS OR DAMAGE

18. LIMITATIONS OF LIABILITY.

18.1 LIMITED LIABILITY

18.2 AGGREGATE LIABILITY LIMITATION

19. USER INDEMNITIES.

20. DISCONTINUANCE AND MODIFICATION; TERMINATION.

For the purposes of this Section 19, any reference to the Services as a whole shall also be an express reference to any individual aspect of the Services, such as Accounts and Assets. Thus, this Section governs discontinuance, modification, and termination of any aspect of the Services, including Accounts and Assets.

20.1 MTB Discontinuance and Modification.

There is no guarantee that we will continue to offer or provide the Services, and we may simply suspend, modify, or discontinue the Services (or any part thereof) at any time, for any reason, and without notice to you. We have the right to remove any content from the Services or to modify the Services or its content at any time, for any reason, and without notice to you.

20.2 Termination; Suspension; Removal of Assets.

We may, in addition to all other rights and remedies we have, terminate or suspend your access to and use of the Services, or remove any Assets from your Account, if you breach any provision of the Terms, if we believe you are at risk of breaching any provision of these Terms, if we become aware that you have accessed or used the Services in a manner that is not expressly authorized by these Terms or that might harm MTB, any third party or other User, or the public, in response to law enforcement or judicial request, or for any other reason. Regardless of the cause or basis for termination, suspension, or removal, you agree that we shall not be liable for any such termination, suspension, or removal, and you are not entitled to compensation or damages of any kind. You have no property or other interest in the Services whatsoever, including in any Assets, all of which are owned solely and exclusively by MTB, and is made available to you in MTB's sole discretion.

Termination, suspension, or removal will not limit any of MTB's rights or remedies under the Terms, at law, and/or in equity. Accessing the Services after termination or suspension will constitute an act of trespass, among other potential claims.

20.3 Your Discontinued Use.

You may discontinue use of the Services at any time. These Terms will continue to apply to all past use of the Services, even if you are no longer using the Services, whether voluntarily or because we terminated your access.

20.4 Effect of Termination or Discontinued Use.

Upon termination or your discontinued use of the Services, regardless of how it occurs: (i) all rights granted to you in these Terms will immediately and automatically terminate; (ii) you must cease all use of the Services; and (iii) you acknowledge and agree that MTB may disable your access to the Services. Provisions of these Terms that by their nature or express terms would reasonably be expected to survive termination of these Terms and/or the license granted hereunder shall survive such termination.

21. EXPORT REGULATION.

The Platform or various aspects of the Services may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the any aspect of the Services to, or make any aspect of the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Nothing in this Section 16 shall be deemed as permitting you to provide any aspect of the Services to any third party whatsoever, which is prohibited by Section 6 (Use Restrictions) above.

22. DISPUTE RESOLUTION, CLASS ACTION WAIVER, ARBITRATION AND GOVERNING LAW.

22.1 Equitable Relief.

To the extent you have violated or threatened to violate MTB's intellectual property rights; violated or threatened to violate the security of any person, data, MTB's servers or networks, and/or the Services; and/or otherwise breached or threatened to breach the Terms, you acknowledge and agree that such violation or breach will cause immediate and irreparable harm to MTB, and MTB shall be entitled to injunctive or other appropriate relief, including without limitation, specific performance (without the posting of a bond or other security and without proving damages), and you agree that MTB may seek such relief in any court of competent jurisdiction.

22.2 Disputes.

Except as explained below, User and MTB agree that any Dispute, unless MTB is seeking equitable relief to enjoin potential, continuing, or future harm or breach, will be governed and resolved first through the Informal Dispute Resolution Requirements stated below, and only if those requirements are satisfied, then, for U.S. residents only, through binding arbitration and not through litigation. This agreement applies regardless of the legal theories involved in the Dispute and regardless of whether the Dispute is with MTB, its subsidiaries, affiliates or parent company, or any suppliers or service providers involved with the Services, or their officers, directors, employees, agents, or successors. USER AGREES THAT USER IS GIVING UP THE RIGHT TO FILE A LAWSUIT IN COURT BEFORE A JUDGE OR JURY, INCLUDING IN A CLASS ACTION, FOR DISPUTES THAT ARE SUBJECT TO ARBITRATION.

22.3 "Class Action Waiver."

To the extent permitted by law, User and MTB agree that neither of us will assert a claim against the other as a class action, class arbitration, or in any other similar representative capacity. This class action waiver does not prohibit User and MTB from resolving Disputes through a class settlement approved by a court.

22.4 "Informal Dispute Resolution Requirements."

(a) Informal Discussion Period.

For a period of at least 60 days prior to starting any arbitration (or any lawsuit, if an exception to arbitration applies), User and MTB agree to first engage in informal discussions to attempt to negotiate a resolution of any Dispute. These informal discussions must include live verbal conversations by telephone or other device if requested by any party. These informal discussions will start 10 days after written notice is sent from User to MTB or from MTB to User. These informal discussions must be concluded either by a resolution agreed to in writing by the parties or by written notice from one party sent 7-10 days prior to the expiration of the 60-day informal dispute resolution period specifically stating each unresolved demand and the basis, therefore.

(b) Notices.

MTB will send User notices to the email address or billing address that User provided to MTB. User will send notices to My TOIbox, LLC, 8630 SW Scholls Ferry Rd #179, Beaverton, OR 97008 by certified U.S. Mail or by Federal Express (or international equivalent). The initial notice of a Dispute from a User must include: (a) the full legal name of the User making the claim, (b) the username of the User's MTB account, (c) the email address associated with the User's MTB account, if any, (d) a description of the nature and basis of the claim, (e) the specific result that is desired, and (f) the ticket or case number provided by MTB Support to track previous attempts to resolve the Dispute, if there is one.

22.5 "Arbitration Terms."

(a) Arbitrable Disputes.

Except as explained below, MTB and any User who is a United States resident agree that any Dispute that has satisfied the Informal Dispute Resolution Requirements will be subject only to binding arbitration by a neutral arbitrator and may not be litigated. The arbitrator's decision will be final except for a limited right of appeal allowed by federal law. The arbitrator may award User damages, just like a court could, but only to the extent necessary to satisfy User's individual claim.

(b) Arbitration Rules.

Arbitration will be overseen by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules ("AAA Rules"). User can find more information at www.adr.org.

(c) Mandatory Prerequisite to Arbitration or Litigation.

No Dispute will be subject to arbitration (or to a lawsuit if an exception to arbitration applies) unless the Informal Dispute Resolution Requirements have been satisfied by the party demanding arbitration (or the party filing the lawsuit if an exception to arbitration applies). Disputes submitted to arbitration in violation of the Informal Dispute Resolution Requirements shall not be accepted by AAA and shall be deemed frivolous for purposes of any fee shifting allowed by AAA Rules. Any lawsuit filed in violation of the Informal Dispute Resolution Requirements shall be subject to dismissal.

(d) Commencement of Arbitration.

Unless the parties agree otherwise, a demand for arbitration must be sent to the same address and by the same manner as an initial notice of a Dispute and must be entitled "Demand for Arbitration."

(e) Fees.

If User has complied with the Informal Dispute Resolution Requirements, and if User's total claims are for less than $10,000, MTB will reimburse User the cost of User's filing fee, unless the arbitrator determines that the substance of User's claims or remedy sought were frivolous or brought for an improper purpose as described in the AAA Rules; in which case payment of any filing, administrative, or arbitrator fees will be decided by AAA Rules. Notwithstanding any contrary provision in these Terms, a prevailing party in arbitration will only be entitled to be awarded a shifting of fees and costs when consistent with AAA Rules.

(f) Location.

Unless the parties agree otherwise, any arbitration hearing will take place in Multnomah County, Oregon if that is a reasonably convenient location for User, and if not, then in the county or parish where User resides. Depending on the amount of a claim, AAA Rules may permit or require the arbitration to be conducted: (1) only by documents submitted to the arbitrator; or (2) by telephone hearing. Regardless of how arbitration is conducted, the arbitrator must issue a written decision explaining the findings and conclusions that their decision is based on.

(g) Settlement Offers.

During arbitration, if MTB makes User (or User makes MTB) a settlement offer, the amount of the offer may not be shared with the arbitrator until after the arbitrator makes a final decision and award. If User wins the arbitration and is awarded more than the amount reflected in MTB's last written settlement offer, MTB will pay User the higher of: (a) the arbitrator's award or (b) $10,000.

(h) No Consolidation.

To the extent permitted by law, the arbitrator shall not consolidate claims into a class proceeding and may award injunctive relief only in favor of the individual parties to the arbitration and only to the extent necessary to provide relief that is warranted by an individual claim.

(i) Enforceability.

All issues in the Dispute are for the arbitrator to decide, except that only a court may decide issues relating to the scope, interpretation, and enforceability of these Arbitration Terms, or whether a Dispute can be arbitrated. Judgment on an arbitration award may be entered by any court having jurisdiction.

(j) Severability.

Except for the Class Action Waiver, if any provision of these Arbitration Terms is found unenforceable, that provision will be severed and the balance of these Arbitration Terms will remain in full force and effect. If a court decides that applicable law precludes enforcement of these Arbitration Terms as to any particular claim for relief or remedy (such as declaratory or injunctive relief), then that claim or remedy (and only that claim or remedy) must be severed from the arbitration, while the remaining claims and remedies (such as individual damages or restitution) will still be resolved through binding arbitration.

(k) Confidentiality.

The arbitrator shall honor all evidentiary privileges recognized at law and shall enter orders as appropriate to protect the parties' trade secrets or confidential information. The parties agree to maintain the confidentiality of each party's designated confidential information.

(l) Exceptions to Informal Dispute Resolution Requirements and Arbitration Terms.

The following claims and actions are exempt from both the Informal Dispute Resolution Requirements and Arbitration Terms: (i) enforcement actions through a federal, state, or local agency if those actions are available; (ii) claims for infringement of patent, copyright, trademark, or trade secret rights; (iii) actions seeking only injunctive relief and no award of attorneys' fees or costs; and (iv) actions seeking remedies under the GDPR.

(m) Exceptions to Arbitration Terms.

Individual non-class claims that User or MTB chooses to assert in small claims court are not subject to the Arbitration Terms, but the Informal Dispute Resolution Requirements must be satisfied prior to the filing of any such small claims action. In addition, claims that are the subject of a certified class action or a class settlement submitted to a court for approval, regardless of whether the claimant has opted out of the class action or class settlement, are not subject to the Arbitration Terms and may not be the subject of an arbitration demand. Regardless of whether a User has opted out of a class action or class settlement, the certification of a class action or the filing of a proposed class settlement with a court for approval shall divest AAA of its authority to arbitrate any claims pending with AAA that are otherwise the subject of the class action or settlement. Such opt out claims may thereafter only be asserted in a court of law.

(n) Opting Out of Arbitration Terms.

User may opt out of the Arbitration Terms within 30 days of using the Services for the first time, and User may opt out of any material changes to the Arbitration Terms within 30 days after MTB gives notice of those changes (unless a longer period is required by applicable law). To opt out of the Arbitration Terms or changes thereto, User must send a notice titled "Arbitration Opt-Out Notice" to My TOlbox, LLC, 8630 SW Scholls Ferry Rd #179, Beaverton, OR 97008 by certified U.S. Mail or by Federal Express (or international equivalent). The Arbitration Opt-Out Notice must include: (a) the full legal name of the User, (b) the username of the User's MTB account, and (c) the User's email address. An opt- out notice does not revoke or otherwise affect any previous agreement to the Arbitration Terms. By opting out of a change to the Arbitration Terms, User agrees to arbitrate any Dispute in accordance with the language of the last Arbitration Terms that User accepted.

22.6 Governing Law and Venue for Non-Arbitrable Disputes.

These Terms are governed by the laws of the State of Oregon without regard to conflict of law principles. The Arbitration Terms are subject to and governed by the Federal Arbitration Act ("FAA") and (only to the extent not inconsistent with the substantive and procedural provisions of the FAA), the laws of the State of Oregon, without regard to conflicts of laws principles. All arbitration will be held in Multnomah County, Oregon. The arbitrator will not be bound by rulings in other related arbitrations. Any Disputes that are not subject to the Arbitration Terms or that are severed from any arbitration may only be litigated in the federal or state courts of Multnomah County, Oregon; and the parties consent to personal and exclusive jurisdiction in these courts, except as otherwise provided by the GDPR.

23. NOTICE TO CALIFORNIA RESIDENTS.

23.1 Complaints.

If User is a California resident, under California Civil Code Section 1789.3, User may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or by phone at (800) 952-5210 in order to resolve complaints regarding the Services or to get more information regarding use of the Services.

23.2 Minors.

The Services are not meant for anyone under the age of 18, unless the User is over 13 and has their Guardian's consent. If a User is a California resident under the age of 18, User may ask MTB (and MTB will comply) to remove certain personal content that User has publicly posted to the Services. This generally includes personal information, but does not include anonymized information, or UGC that User provides (since User has received consideration for providing it). To make such a request, support@mytolbox.zendesk.com. If User is a California resident, User may have these Terms e-mailed to User by sending a request including User's e-mail address to the address above.