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Effective date:  January 24, 2013

Summary of Service

GRiTworks, Inc. is a corporation permitting certain users to contribute to GRiTworks’ vision of bringing certain revolutionary headphone designs to market.  GRiTworks intends to conduct one or more campaigns to fund its’ creative design projects by offering token rewards (“Token(s)”) to raise money from contributing users (“Backers”) who make pledges through “pre-order(s)”. The Terms of Service here and below represent the terms which shall govern the relationship between GRiTworks, Inc. and Backers as well as non-Backers.  Please read it carefully.

Overview / General Terms / Acceptance of Terms. 

Welcome to our Corporate Website, GRiTworks.com, hereafter referred to as our “Site”. This Terms and Conditions of Use, hereafter referred to as the “Agreement” contains the complete terms and conditions of use that apply when you visit our Site, sub-sites, or other domains owned by GRiTworks and bearing the authority and likeness thereof, or browse the contents herein. By using this Site, you agree to be bound to this Agreement and shall comply thereof. This Agreement describes and encompasses the entire agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and Contents of this Site (“Contents”) provided by or through the Site, and the subject matter of this Agreement.  These terms may be changed from time to time and your use of the Site following any such changes shall confirm your agreement to follow and be bound by the Agreement as modified. If you do not agree to the Agreement in its entirety, then you may not access the Site, use the Contents or any services in the Site, participate in any funding drive as a Backer or, purchase any product from GRiT through the site.

Tokens Exchanged for Contributions

You agree that you understand that in the case of your participation as a Backer in a Kickstarter or GRiTworks funding or “pre-order” drive that such participation entails a novel area of the law not covered by consumer product liability law in that you are pledging to and will in fact contribute capital towards the creation of a unique product that is still in development and, that your entire reward for such contribution shall be a Token commemorating said contribution.  YOU AGREE THAT A TOKEN IS NOT A “PRODUCT”.   YOU AGREE THAT YOU HAVE SPECIFICALLY READ THIS ENTIRE AGREEMENT AS IT PERTAINS TO TOKENS AND WARRANTY AND LIABILITY DISCLAIMERS.

Product and Token Availability and Limitations.   

Although availability may be indicated on the Site, we cannot guarantee product or Token availability. Although the Site makes use of certain familiar pledge/goal formats including “$___ of $___” and a distance to goal graphic, these metric do not constitute a part or a term of our agreement. These graphics are intended to communicate GRiT’s opinion as to what pledge volume is necessary to fulfill our rewards and further our vision. Therefore, a failure to receive the number of pledges desired by GRiT and indicated by those metrics does not necessarily mean that GRiT will cancel a funding drive project/campaign.  We reserve the right, without liability or prior notice, to revise, discontinue, or cease to make available any or all products or to cancel any order. If there is any revision, discontinuance, or cessation, we may, in our discretion, ship products which have substantially similar functionality and specifications to the products ordered or cancel your order.  Alternatively and, excepting applicable consumer law, at our sole discretion, we may choose to return your contribution or, purchase price, as the situation may be.

Modifications of Terms and Conditions.  

We may edit, delete or modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a notice or a new agreement on our Site. YOUR CONTINUED VISIT IN OUR WEBSITE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE(S).

Limited Right to Access and Use Site.    

Gritworks, Inc. (“GRiT”), grants you a limited license to access and make personal use of this Site and not to download or modify it, or any portion of it, except with express written consent from our company. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent from our company.

The right to access our Site does not include any resale or commercial use of our site or its Contents nor does it permit you to download or copy any account information for the benefit of another entity.

Any unauthorized use terminates the permission or license granted by GRiT.

GRiT in its sole discretion reserves the right to limit, suspend and/or terminate access and use of the Site (in whole or in part) by any or all persons and entities at any time without notice and without stated reason.

Objectionable Material.   

You understand that by using this Site you may encounter Content, which may or may not be identified as such, that may be deemed by some to be offensive, indecent, or objectionable. You agree to use the Site at your sole risk and that GRiT shall have no liability to you for Contents that may be deemed offensive, indecent, or objectionable.

Content Ownership.

Site and Contents.   

All of the Contents, including but not limited to text, logos, illustrations, photographs, graphics, audio files, video files, audio-visual files, databases, programs, products, processes, technology and the like, are owned by GRiT and/or the party that provided the Contents to GRiT.   You may not copy, distribute, modify, republish, download, post, display, perform, add to, abridge, compile, adapt, translate, modify, update, broadcast, or otherwise transmit any of the Contents in any way without the express prior written consent of GRiT. Unauthorized modification or use of Contents violates the intellectual property rights of GRiT or the party that provided the Contents. No right, title, or interest in any of the Contents is transferred to you by your access to this site, and GRiT or the party that provided the Contents, retain all right, title, and interest in anything that you view, print, or download.

Copyrights.    

The works of authorship contained in the Site, including but not limited to, all design, text, sound recordings, and images, are owned, except as otherwise stated, by GRiT  or by third parties who have licensed their materials to GRiT  and are protected by United States and international copyright laws. Except as otherwise stated at the Site, they may not be copied, transmitted, displayed, performed, distributed, licensed, altered, framed, stored for subsequent use, or otherwise used in whole or in part in any manner, without GRiT's prior written consent, except to the extent permitted by the Copyright Act, and then only with notices of GRiT’s proprietary rights.  You may, however, download information and print out hard copies for your personal use, so long as you do not remove any copyright or other notice as may be contained in information as downloaded.

Trademarks.   

The trade names, trademarks, service marks, logos, slogans, characters and other designations of origin or affiliation (collectively "Trademarks") displayed on this Site belong to GRiT, its business affiliates and their respective licensors or other owners. Nothing contained on this Site shall be construed as granting or conveying any interest, license or right to use or own any Trademark. Any unauthorized use/misuse of the Trademarks, in whole or in part, is strictly prohibited.

Third Party Companies and Products.  

References on this Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply GRiT ownership, representation, warranties, promises, guarantees, license, endorsement, sponsorship or recommendation of the third party, information, product or service. GRiT does not endorse or have any responsibility for the content of any third party sites and does not make any representations regarding the content, information, ownership, accuracy, or products contained in any third party web site.

Submissions.   

User’s personal Information will be treated in accordance our Privacy Policy. Any other communication, information or material (including but not limited to any testimonial, comment, questions, feedback, suggestion, idea, concept, process, technology or data) that is submitted to GRiT at this Site, by e-mail, by phone, by written correspondence or otherwise (each a “Submission”) is non-confidential, non-proprietary and becomes the sole and exclusive property of GRiT. If however it is legally impossible for the Submission to become such property of GRiT then GRiT shall without owing any royalties or payments whatsoever hold a perpetual license in the contents of Submissions. Such license extends to use by business affiliates of GRiT as required by GRiT. GRiT is free to dispose, reproduce and/or use any Submission without restriction, for any purpose whatsoever, including but not limited to, developing, manufacturing, advertising, marketing and sale of products or services. Any Submission is without payment or compensation to you or any other party. By making a Submission, you warrant that the Submission is not offensive, obscene or defamatory, and that GRiT’s use of the Submission (as submitted) will not violate any third party's rights. GRiT is under no obligation to accept, respond to or use any Submission. 

Download.  

In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by GRiT. Use of the Software is subject to the license terms in the Software License Agreement that accompanies the Software. GRiT does not transfer title to the Software to you. You own the medium on which the Software is recorded, but GRiT retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

Rules for Information and Materials You Provide.  

You agree to comply with any and all terms which are referred to on this Site or any section thereof.  Specifically, you shall not post, send, transmit, upload, or otherwise publish through this Site, any materials that interfere in any way with anyone else's use of the Site; threaten or abuse others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive or could give rise to any civil or criminal liability under U.S. or international law; violate any law or may be considered to violate any law, including but not limited to copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; encourage anyone to break the law; interfere with the privacy of any other user; contain a virus or any other harmful component that includes but not limited to bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties; contain false or misleading statements of fact, descriptions of the origin of the material or the communication, or impersonate or misrepresent your connection to any other entity or person; do not pertain directly to this Site; seek to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; advertise, solicit funds, or sponsor any commercial endeavor (e.g., offering for sale products or services) or commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners) except as may be specifically authorized on this Site; contain hyperlinks to other sites that contain content that falls within the descriptions set forth above; disobey any policy or regulations established from time to time regarding use of this Site or any networks connected to this Site.

GRiT reserves the right to monitor your use of this Site to determine compliance with the Agreement, as well the right to remove or refuse any information for any reason in its sole discretion.  In accordance with U.S. and governing International Law GRiT will fully cooperate with applicable law enforcement authorities or court order requesting or directing GRiT to disclose the identity of anyone submitting illegal information and materials.

Rules for Minors.   

We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), and we do not collect any information from, nor supply products to anyone under 13 years of age. Our Site, products and services are all directed to people who are at least 13 years old or older.  If you are older than 13 and under 18, you should ask your parents or a guardian before you interact with us or our Site.  This includes but is not limited to phone calls, emails, online support, entering any contest, joining a group, posting any information, posting comments or submitting requests, or purchasing anything.

Responsibility for User’s Material.    

You remain solely responsible for the content of your Submissions. You acknowledge and agree that neither GRiT nor any third party that provides any of the Contents to the Site will assume or have any liability for any action or inaction by GRiT or such third party with respect to any such Submission.

Electronic Signature and Consent to Electronic Records. 

You agree that all electronically transmitted and stored agreements, notices, disclosures, and other communications that you provide to GRiT and that GRiT provides to you, whether publicly or privately, satisfy any legal requirement that such communications be in writing.

You understand that electronic transmissions are never completely private or secure. You understand that any message or information you send to this Site may be read or intercepted by others, unless there is a special notice that a particular message (for example, credit card information) is encrypted (sent in code). Sending a message to GRiT does not cause GRiT to have any special responsibility to you.

If you do not consent to the use of electronic records, do not proceed to access and use the Site for any transaction or other activity which may require the completion or formation of an electronic record.

Linking to This Site.  

 GRiT does not generally object to links to the home page of GRiT from third party sites. However, absent an express written agreement to the contrary, all third party links to the home page of this site must be in accordance with the following terms and conditions. A third party link may only link to the home page of this site using the plain text version of GRiT’s name (“GRiTworks” or “GRiT”) or the plain text version of the site name (“GRiTworks.com”). No content from this site may be incorporated into the third party site by any means (e.g., by in-lining or framing); (b) No Trademark of GRiT may be used as any “meta tag”, “title tag,” or in any source code or used in any other way for identification and use by search engines or other information location tools to identify and select web sites or pages. GRiT will not agree to or tolerate links from any obscene, scandalous, profane, defamatory or unlawful sites, or any site that may adversely affect the name, reputation and goodwill of GRiT and its products, as GRiT shall determine in its sole discretion. GRiT reserves the right to cancel permission to link to this site at any time, for any reason, in its sole discretion.

Contests.   

This Site may from time to time, contain contests that offer prizes, rewards or other that require you to send in material or information about yourself. Each contest has its own rules, which you must read and agree to before you enter.

Global Access of Products and Services.    

The products and services displayed on the Site may not be available for purchase in your particular country or locality. The reference to such products and services on the Site does not imply or warrant that these products or services will be available at any time in your particular location.

Web Content And Materials.   

While GRiT strives to provide accurate content and information on the Site, GRiT cannot represent, warrant, promise, or guarantee its completeness, timeliness or accuracy.  The information and materials contained in the Site, and the terms and conditions of the access to and use of such information and materials, are subject to change without notice. Products and services described, as well as, suggested prices, may differ among geographic locations.  The List Price (“MSRP”) displayed for products on our website represents the full retail price listed on the product itself. The MSRP is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the “MSRP” may represent "open-stock" prices, which means the aggregate of the estimated price or MSRP for each of the items included in the set.   In the event that an item is listed at an incorrect price or with incorrect information due to an error in pricing or product information, GRiT shall have the right, at our sole discretion, to refuse or cancel any orders placed for that item.  We do not warrant that product descriptions or other Contents of this Site are accurate, complete, reliable, current, or error-free.  If a product offered in our website is not as described, your sole remedy is to return it in unused condition.

Other Restrictions on Use. 

You may use this Site only for purposes expressly permitted by this Site and this Agreement. You may not use this Site for any other purpose without GRiT’s express prior written consent.

Disclaimer.   

Your use of this Site is at your own risk.  This Site, including all Contents, functions and product made available on or accessed through this Site, are provided by GRiT on an “as is” and “as available” basis. GRiT makes no representations or warranties of any kind, express or implied, as to the operation of this Site, to the information, Contents, materials or products included on this Site, or to the functionality of any services associated therewith. To the fullest extent permissible by applicable law, GRiT disclaims any and all implied warranties, including but not limited to implied warranties of title, merchantability and fitness for a particular purpose, of non-infringement of any Content published on or available through the Site, of workmanlike effort, of suitability, availability, accuracy, reliability, completeness or timeliness of content, as well as warranties arising through course of dealing or usage or trade. Further, GRiT makes no representations or warranties that this Site and/or its Contents are accurate, complete, reliable, current or error-free, or that any disclosures on this Site satisfy government regulations regarding the disclosure of information related to certain products. GRiT is not responsible for typographical errors or omissions relating to pricing, text, photography or any other contents on this Site.

By using the Site, you acknowledge that your use of the Site, including your use of any and all associated content, data or software distributed by, downloaded or accessed from or through this Site, and any associated products and services is solely at your own risk. GRiT does not warrant or guarantee that its Site, servers or e-mails sent by or on behalf of GRiT are free of viruses, worms or other harmful components. Further, GRiT does not guarantee the continuous, uninterrupted and error-free operation of its Site, nor that all communications between you and GRiT, or between you and any other user of the Site, will be secure from access or interference by third parties. No license to the users is implied in these disclaimers.

GRiT will not be liable for any damages of any kind arising from or otherwise related to your use of or inability to use this Site or the associated product and services, including but not limited to direct, indirect, incidental, punitive, special and consequential damages, even if GRiT has been advised of or should have known of the possibility of such damages. Without limiting the foregoing, GRiT will not be liable for any damage to your computer, telecommunication equipment, or other property caused by or arising from your accessing or use of this Site, or from your downloading of any materials from this Site, or for any damages arising out of a third party’s unauthorized access to and use of your personal information stored on GRiT’s computers and/or servers. In no event shall the aggregate liability of GRiT, its parent, subsidiaries or affiliates — whether in contract, warranty, tort (including but not limited to negligence), product liability, strict liability or other theory — arising out of or relating to the use of this Site exceed the lesser of $5, or the total amount you paid to GRiT in the transaction giving rise to a complaint.

GRiT further expressly disclaims all representations and warranties relating to product descriptions and components, recommendations of professionals, and product use, safety and/or effectiveness.

Certain state or local laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitation may not apply to you, and you may have additional rights.

Limitation of Liability.    

Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall GRiT or any of its subsidiaries, affiliates, employees, directors, officers, shareholders, agents, licensors, service providers, content providers, vendors or suppliers be liable to you or to any other person for any direct, indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use the Site, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of GRiT has been advised of or should have known of the possibility of such damages. In no event shall the aggregate liability of GRiT, its parent, subsidiaries or affiliates — whether in contract, warranty, tort (including but not limited to negligence), product liability, strict liability or other theory — arising out of or relating to the use of this Site exceed the lesser of $5, or the total amount you paid to GRiT in the transaction giving rise to a complaint.

Indemnity.   

You agree to indemnify and hold GRiT, its subsidiaries, affiliates, licensors, licensees content providers, service providers, employees, officers, directors, agents, and contractors ("Indemnified Parties") harmless from any breach of this Agreement by you, including any use of Contents other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify the Indemnified Parties from and against any and all resulting claims, actions, causes of action (regardless of the form), losses, damages, awards, judgments, fines, costs, expenses, and attorneys’ fees, including but not limited to those of the Indemnified Parties ("Claims"). You also agree to indemnify and hold the Indemnified Parties harmless from and against any and all Claims arising out of your use of any information or other Contents accessed from this site or any Submission that you make, or cause to be made, to this site.  You will cooperate as fully as reasonably required in GRiT’s defense of any claim. GRiT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of GRiT.

Termination.

User Specific.   

This Agreement is effective unless and until terminated by either you or GRiT.  You may terminate this Agreement at any time, provided that you discontinue any further use of this Site. GRiT also may terminate this Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Site, if in GRiT’s sole discretion you fail to comply with any term or provision of this Agreement. Upon any termination of the Agreement by either you or GRiT, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Agreement or otherwise. Any termination of this Agreement shall not affect the respective rights and obligations of the parties arising before the date of termination. GRiT’s right to any User Submissions shall survive any termination of this Agreement.          

Site in General.  

GRiT reserves the right to discontinue in part or in whole, temporarily or permanently, the Site, and those products and services available at the Site, without prior notice to you. You agree that GRiT shall not be liable to you for any modification, suspension, discontinuance or deletion of the Site, any elements comprising the Site or any products or services available on the Site. GRiT reserves this right, in its sole discretion, immediately and without notice to you, for any reason.

Potential Disruption Of Service.   

Access to the Site may from time to time be unavailable, delayed, limited, or slowed due to, among other things: hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment; software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content; overload of system capacities; damage caused by severe weather, earthquakes, wars, terrorism, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown, or natural disasters; interruption (whether partial or total) of power supplies or other utility of service; strike or other stoppage (whether partial or total) of labor; governmental or regulatory restrictions, exchange rulings, court or tribunal orders, or other human intervention; or any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond GRiT’s control.

Privacy Policy.   

Please review our Privacy Policy, which also governs your visit to this Site, to understand our practices.  Our Privacy Policy is available at:  http://www.gritworks.com/respect/you/privacy-policy/

Testimonials and Endorsements.   

In accordance with the FTC guidelines concerning use of endorsements and testimonials in advertising, please take note of the following circumstances:

Testimonials appearing on this Site are received via email submission, regular mail or interviews. They are individual experiences, reflecting real life experiences of those who have used GRiT products and/or services in some way or other. However, they are individual results and results do vary. GRiT does not claim that they are typical results that consumers will generally achieve. The testimonials are not necessarily representative of all of those who will use GRiT products and/or services. The testimonials displayed are given verbatim except for correction of grammatical or typing errors. Some have been shortened, meaning; not the whole message received by the testimony writer is displayed, when it seemed lengthy or the testimony in its entirety seemed irrelevant for the general public. GRiT is not responsible for any of the opinions or comments posted to our Site. GRiT is not a forum for testimonials, however, the Site provides testimonials as a means for customers to share their experiences with one another. To prevent against abuse, all testimonials appear after they have been reviewed by management of GRiT. GRiT does not adopt the opinions, views or commentary of any testimonials on this Site, and they are strictly the views of the reviewer.

Non-Assignment of Rights.  

Your rights of whatever nature cannot be assigned nor transferred to anybody, and any such attempt may result in termination of this Agreement, without liability to us. However, we may assign this Agreement to any person at any time without notice.

Governing Law and Jurisdiction.   

Your use of the Site shall be governed by the laws of the State of Illinois, United States of America, without regard to U.S.  or Illinois choice of law principles. You agree to submit to the personal jurisdiction of the State of Illinois and to venue in Williamson County, and Jackson County, Illinois, USA, with respect to any legal proceedings arising out of these Terms of Use or your use of the Site. Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the cause of action or claim arises.

Complete Agreement; Severability; Waiver; Headings.    

This Agreement (and all such other specific terms and conditions as are expressly set forth on the site, in price lists, catalogs and in sales and advertising materials) represent the entire understanding between you and GRiT regarding the access and use of this Site, its content and related products and services. Unless expressly agreed to in a signed writing by GRiT, this Agreement shall prevail over any other conflicting or additional communication between you and GRiT or its representatives, affiliates, sponsors and vendors.

Severability.   

Should a court of competent jurisdiction deem any provision of this Agreement void and/or unenforceable, the void and/or unenforceable provision shall be severed to the minimum extent necessary so that these terms shall otherwise remain in full force and effect and the remainder of the Agreement shall remain valid and enforceable to the maximum extent permitted by law.

Waiver.  

No term or condition may be waived by any party except in writing signed by the party to be bound.  Failure of GRiT to insist upon strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of any rights or remedy that the we may have, nor shall it be construed as a waiver of any subsequent breach of the terms, conditions or covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect.  No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

Headings. 

The section and paragraph headings in this document are provided for convenience only and shall not be used in the interpretation or construction of any provision of this Agreement.

Force Majeure.

GRiT shall not be held responsible for the delay in shipment or non-delivery of goods due to war, earthquake, serious flood, fire and other Force majeure causes agreed by both parties. Under such circumstances, GRiT will investigate and use where it deems commercially reasonable, steps to hasten the delivery of the goods. In case the late delivery exceeds ten weeks, the Buyers shall have the right to cancel their order.

Arbitration.    

You and we agree that either party at the party’s sole election, can require that any Claim (as defined below) be resolved by binding arbitration.   IF YOU OR WE ELECT ARBTIRATION OF A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF IT WENT TO COURT, INCLUDING THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION. THE FEES ASSOCIATED WITH ARBITRATION MAY BE HIGHER THAN THE FEES ASSOCIATED WITH COURT PROCEEDINGS.

Special Definitions for this Arbitration Provision.   

For the purposed of this arbitration provision (“Arbitration Provision”), the following definition shall apply:

a.        “Claim”     means any claim, controversy or dispute of any kind or nature between you and GRiT.

Arbitration Administrators.     One of the following arbitration administrators (“Administrator” or, collectively, “Administrators”) will administer the arbitration:

i.     American Arbitration Association
225 N. Michigan Avenue, Suite 1840
Chicago, Illinois 60601
http://www.adr.org          

You may contact the Administrator to obtain information about arbitration, arbitration rules and procedures, fee schedules and claim forms.

Alternatively, the parties may agree upon a different Arbitration Administrator provided that said Administrator follows the same rules as the American Arbitration Association.

Election and Initiation of Arbitration.    

You or GRiT may elect arbitration under this Arbitration Provision with respect to any Claim, even if the Claim is part of a lawsuit brought in court. You or GRiT may make a motion or request in court to compel arbitration of any Claim brought as part of any lawsuit. GRiT will not elect or initiate arbitration of any Claim brought in a small claims court (or the equivalent), so long as the Claim remains in that court, is made solely on behalf of an individual and is not made as part of a class action, private attorney general action or other representative or collective action. You and GRiT must follow the rules of the Administrators to initiate arbitration. If you initiate arbitration, you may choose one of the Administrators, and you must mail us any notice required by the Administrator to “GRiTworks Legal Counsel c/o GRiTworks, Inc., 1740 Innovation Drive, Carbondale, IL  62903 ”. If GRiT initiates arbitration, GRiT will choose one of the Administrators, and will mail notify you in a manner likely to give you actual notice. If GRiT initiated arbitration, GRiT will change the Administrator at your request if you notify GRiT in writing at the above address within fifteen days of the date of any notice GRiT sends you of GRiT’s initiation of arbitration.

Procedures and Law Applicable in Arbitration.    

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). Questions about whether any Claim is subject to arbitration shall be resolved by interpreting this Arbitration Provision in the broadest way it may be enforced, consistent with the FAA and the terms of this Arbitration Provision. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations, but the validity and enforcement of any class action waiver is a question for a court of competent jurisdiction, not an arbitrator, to decide. The arbitrator may award any damages or other relief permitted by applicable substantive law (but will not have power to review the enforceability or severability of the paragraph “No Consolidation or Joinder of Parties,” below), but the award shall determine the rights and obligations of only the named parties and only with respect to the Claims in arbitration. The rules and procedures of the Administrator, which you may obtain from the Administrator, shall govern the arbitration unless they conflict with this Arbitration Provision, in which case this Arbitration Provision will apply. The arbitrator will not be bound by, and this Arbitration Provision shall not be subject to, the federal, state or local rules of procedure and evidence that would apply in any court, or to state or local laws that relate to arbitration proceedings. You or we may have a hearing in arbitration. Any arbitration hearing that you attend in person will take place at a location in Williamson or Jackson County, Illinois unless otherwise agreed by both parties. You or GRiT may be represented by counsel. If you or GRiT request, the arbitrator will honor claims of privilege recognized under applicable law and will use best efforts to protect confidential information (including through the use of protective orders). The arbitrator will make any award in writing and, at the timely request of either party, will provide a written statement of reasons for the award.

Costs.   

 The party initiating arbitration will pay the initial filing fee. You may seek a waiver of the initial filing fee or any of the Administrator’s other fees (collectively, “Administrator’s Fees”) under any applicable rules of the Administrator. If you seek, but do not qualify for, a waiver, GRiT will consider any written request by you for us to pay or reimburse you for all or part of the Administrator’s Fees if the arbitrator determines there is good reason for GRiT to do so. GRiT will pay any fees and costs it is required to pay by law. Otherwise, and except as provided in this Agreement, you and GRiT will bear all of their respective fees and costs (including the Administrator’s Fees and the fees and costs relating to attorneys, experts and witnesses), regardless of who prevails. Allocation of fees and costs relating to appeals in arbitration will be handled in the same manner.

No Consolidation or Joinder of Parties.   

The arbitration of any Claim must proceed on an individual basis, even if the Claim has been asserted in a court as a class action, private attorney general action or other representative or collective action. Unless all parties consent, neither you nor we may join, consolidate or otherwise bring Claims related to two or more accounts, individuals or accountholders in the same arbitration. Also, unless all parties consent, neither you nor GRiT may pursue a class action, private attorney general action or other representative or collective action in arbitration, nor may you or GRiT pursue such actions in Court if any party has elected arbitration. You will not have the right to act as a class representative or participate as a member of a class of claimants with respect to any Claim as to which arbitration has been elected.

Judgment, Enforcement, Finality and Appeal.    

The arbitrator’s decision will be final and binding after fifteen days unless you or GRiT seek an appeal of the award by making a written request to the Administrator. The appeal panel, which will consist of three arbitrators, will consider all factual and legal issues anew, will conduct the appeal in the same manner as the initial arbitration and will make decisions based on the vote of the majority. The panel’s decision will be final and binding. Any final decision of the arbitrator or of the appeal panel is subject to judicial review only as set forth under the FAA. An award in arbitration will be enforceable under the FAA by any court having jurisdiction.

Miscellaneous, Waiver, Severability, Survival.    

If you or GRiT do not elect arbitration or otherwise enforce this Arbitration Provision in connection with any particular Claim, you or GRiT will not waive any rights to require arbitration in connection with that or any other Claim. This Arbitration Provision shall survive: (i) suspension, termination, revocation or changes of the terms and conditions; (ii) the bankruptcy or insolvency of any party. If any portion of this Arbitration Provision is deemed invalid unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. In the event of a conflict or inconsistency between this Arbitration Provision and the other provisions of the Agreement, this Arbitration Provision shall govern. A photocopy or other image of the terms and conditions may be used in place of the originals for all purposes including litigation.

No Class Actions.   

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

No Trial By Jury.   

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

Changes to the Site.   

GRiT reserves the right at any time and from time to time to add, modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that GRiT shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

Backers & Consumers.  

Before you participate in a GRiT funding drive, use any GRiT product, or purchase any GRiT product you acknowledge and agree that it is your sole responsibility to investigate and seek professional advice regarding the application, use, health, safety, and/or effectiveness of any personal product for your particular circumstances.  The Token given to you in return for your contribution shall appear as a consumer product however you agree that it is intended as a Token and not as a consumer product.  Accordingly you shall be entirely responsible for your safe use of the Token.  GRiT shall undertake to deliver to you (a) Token(s) of your selection that substantially complies with normal product warranties so that you may benefit from such attempted voluntary compliance as evidence of the efforts that your contribution(s) have been put towards.  Because the Token that you receive is not intended as a consumer product you agree to disclaim to the maximum extent permitted by law all product warranties and claims which may arise out of such warranties against GRiT.

You acknowledge and agree that the use of any such Token involves UNFORESEEABLE RISKS AND UNCERTAINTIES, including without limitation, THE RISKS OF:

(A) bodily injury or death;

(B) loss of or damage to property; ;

(C) other general and individual HEALTH RISKS, CONDITIONS AND UNCERTAINTIES. ;

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS GRiT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES AND SPONSORS, AND THEIR SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CAUSES OF ACTION AND CONSEQUENCES, LIABILITY, LOSSES AND/OR DAMAGES (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY TO YOU OR OTHERS) ARISING FROM OR RELATED TO THE USE (OR MISUSE) OF ANY PRODUCTS OR “TOKENS” OBTAINED BY YOU, DIRECTLY OR INDIRECTLY, FROM GRiT, ITS AFFILIATES, REPRESENTATIVES, SPONSORS AND/OR SUPPLIERS.

Entire Understanding.

These Terms of Conditions of Use constitute the entire Agreement of the parties relating to the subject matter hereof. Notwithstanding the foregoing, any additional terms and conditions expressly contained on this site or in documentation included with a Token will govern the items to which they pertain.

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