Terms of Service

These TANGIBLY TERMS OF SERVICE (these “Terms”) are agreed to between Tangible Reserve Inc. (“Tangibly” or “we” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case “you” or “your”).  

Tangibly offers a secure digital platform called “Tangibly” that enables Users (as defined below) to catalog, protect, and transfer high-value tangible assets and collections and is designed to serve collectors, families, and advisors by creating a verified digital record of ownership, provenance, insurance, and legacy intentions for tangible assets such as luxury watches, automobiles, art, jewelry, and other collectibles (the “Platform”).  Tangibly makes the Platform available through Tangibly’s website located at tangibly.co or other websites that reference these Terms (each, a “Site”), and/or through certain Tangibly mobile applications (each, a “Mobile App”), provided by and on behalf of Tangibly (each Site and Mobile App is treated as a part of the “Platform” for purposes of these Terms).  

The Platform provides individual end users (“Users”) with the ability to access information, data, and content (“Content”), on a variety of topics, as well as additional services, functionality, and resources described on the Platform (collectively with the Platform, the Sites, and the Mobile Apps, the “Services”).    

These Terms include the terms and conditions below relating to the Platform.  You are responsible for compliance with these Terms.  

Unless you or your organization have entered into a separate written agreement with Tangibly regarding the Platform, these Terms are the complete and exclusive agreement between you and Tangibly regarding your access to and use of the Platform, Content and Services. 

THESE TERMS AND ALL SUPPLEMENTAL TERMS THAT MAY BE SUBSEQUENTLY PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE SERVICES.  BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, ACCESSING OR USING THE PLATFORM OR CONTENT, BROWSING THE SITE(S), DOWNLOADING OR USING A MOBILE APP, OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TANGIBLY AND OTHERWISE MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, TANGIBLY IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT OR OTHER SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT OR OTHER SERVICES.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM (EACH, A “RENEWAL TERM”) AT TANGIBLY’S THEN-CURRENT FEES FOR THE SERVICES TIER APPLICABLE TO YOUR SUBSCRIPTION UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 8.3(A) (AUTOMATIC RENEWAL) BELOW.

SECTION 19 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND TANGIBLY.  AMONG OTHER THINGS, SECTION 19 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 19 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 (ARBITRATION AGREEMENT) CAREFULLY.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 19) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 19.10 (30-DAY RIGHT TO OPT OUT): (I) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (II) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY TANGIBLY IN ITS SOLE DISCRETION AT ANY TIME.  WHEN CHANGES ARE MADE, TANGIBLY WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE ON THE SITE AND UPDATE THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS.  IF WE MAKE ANY MATERIAL CHANGES TO THE AGREEMENT, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE SITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR REGISTRATION INFORMATION.  ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (1) THIRTY (30) DAYS AFTER THE “LAST UPDATED DATE” AT THE TOP OF THESE TERMS, OR (2) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT IF TANGIBLY PROVIDES A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE), WHICH TANGIBLY MAY REQUIRE BEFORE FURTHER USE OF THE SERVICES IS PERMITTED.  IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT.  OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT.  PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT.  YOU AGREE THAT TANGIBLY’S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

1. Definitions.  Capitalized terms used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States.  

2. Term.  These Terms are entered into as of the date you first access or use the Platform, Content or Services (the “Effective Date”) and will continue in full force and effect while you use any such Services, unless terminated in accordance with the Agreement.  

3. Modifications.  Tangibly reserves the right, at any time, to modify the Platform, Content or Services, whether by making those modifications available on the Platform or by providing notice to you as specified in these Terms.  Any such modifications will be effective twenty-four (24) hours following posting on the Platform or delivery of such other notice.  Subject to the terms hereof, you may cease using the Platform, Content or Services or terminate these Terms at any time if you do not agree to any such modification.  However, you will be deemed to have agreed to any and all such modifications through your continued use of the Platform, Content or Services following such notice.  

4. Use of the Services.  

The Services, and the information and Content available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and Tangibly, your right to use any and all Services is subject to the Agreement.  

4.1. Eligibility.  The Platform, Content, and Services are not available to individuals under the age of 18 or who do not meet any of the other qualifications included in these Terms.  If you are under age 18, or do not meet any other User qualifications in these Terms, please do not attempt to access or use the Platform.  By creating an Account (as defined below) or using the Services, you represent and warrant that you are: (a) at least 18 years old; (b) not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (c) not listed on any U.S. Government list of prohibited or restricted parties. 

4.2. Disclaimer.  

1. TANGIBLY IS NOT A LAW FIRM OR ESTATE PLANNER AND NEITHER TANGIBLY NOR ANY OF THE SERVICES PROVIDES LEGAL OR ESTATE PLANNING ADVICE.  THE SERVICES ARE NOT A SUBSTITUTE FOR THE USE OR ADVICE OF AN ATTORNEY OR ESTATE PLANNING PROFESSIONAL.  THE LAW CHANGES RAPIDLY AND IS DIFFERENT FROM JURISDICTION TO JURISDICTION, AND MAY BE SUBJECT TO INTERPRETATION BY DIFFERENT COURTS.  IF YOU NEED LEGAL ADVICE FOR ANY SPECIFIC MATTERS, INCLUDING ANY OF YOUR CONTENT SUBMITTED BY YOU INTO THE SERVICES, YOU SHOULD CONSULT A LICENSED ATTORNEY IN YOUR JURISDICTION.

2. NO ATTORNEY-CLIENT RELATIONSHIP OR ANY OTHER SPECIAL RELATIONSHIP IS CREATED THROUGH THE USE OF THE SERVICES.  ANY AND ALL COMMUNICATIONS BETWEEN YOU AND TANGIBLY, AND ANY INFORMATION YOU PROVIDE TO TANGIBLY, ARE PROTECTED BY OUR PRIVACY POLICY BUT NOT BY ATTORNEY-CLIENT PRIVILEGE OR AS WORK PRODUCT.

3. WE DO NOT REVIEW YOUR CONTENT OR INFORMATION YOU SUBMIT INTO THE SERVICES FOR ACCURACY OR LEGAL SUFFICIENCY, DRAW LEGAL OR FINANCIAL CONCLUSIONS, PROVIDE LEGAL OR FINANCIAL ADVICE, OR APPLY ANY LAWS TO YOUR PARTICULAR SITUATION.

4. IF YOU INTEND TO USE THE SERVICES TO OBTAIN LEGAL OR FINANCIAL ADVICE OR OPINIONS OR RECOMMENDATIONS REGARDING YOUR LEGAL RIGHTS, REMEDIES, DEFENSES, OPTIONS, OR STRATEGIES, YOU MUST NOT USE THE SERVICES, AND ANY USE OF THE SERVICES IS DONE AT YOUR OWN RISK.

4.3 Mobile App License.  Subject to your compliance with the Agreement, Tangibly grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Mobile App on mobile Devices (as defined below) that you own or control and to run such copy of the Mobile App for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement for your own personal use.

1. Tangibly Software.  Use of any software and associated documentation, other than the Mobile App which is addressed in Section 4.3 (Mobile App License) above, that is made available via the Services (“Software”) is governed by the Agreement. Subject to your compliance with the Agreement, Tangibly grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive right to access and use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement for your own personal use.  Some Software may be offered under open source licenses that we will make available to you upon your request. There may be provisions in the open source licenses that expressly override some of these terms.

2. Updates.  You understand that the Services are evolving. As a result, Tangibly may require you to install updates to the Software or Mobile App that you have installed on the devices through which you access or use the Services (each, a “Device”). You acknowledge and agree that Tangibly may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to this Agreement.

5. Accounts and Registration.  

   1. Account Creation.  Before accessing the Platform, Content and Services, you and any person you authorize to access the Platform, Content or Services, as well as any other User thereof are required to establish an account on the Platform (an “Account”).  Approval of your request to establish an Account will be at the sole discretion of Tangibly.  Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature.  Each Account is for the respective User’s personal use and each respective Account ID may be used only by such User alone; thus, your Account is for your personal Use (as defined below) only and each Account ID of yours may be used only by you alone.  You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID.  You are solely responsible for all Use of the Platform, Content and Services through your Account.  You will ensure the security and confidentiality of your Account ID and will notify Tangibly immediately if your Account ID is lost, stolen, or otherwise compromised.  You are fully responsible for all liabilities and damages incurred through the Use (as defined below) of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.

   2. Account Registration.  In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”), including your name, email or phone number (which may be subject to multi-factor authentication), and password.  You may also be required to provide additional information such as your state and country of residence as required for compliance with applicable laws.  You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current.  You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Tangibly, in its sole discretion, deems offensive.

   3. Account Authority.  If an Account is associated with multiple Users, then the individual who establishes your Account (the “Account Authority”) will have control over your Account.  If an Account is only associated with you, then you will be the Account Authority for your Account, unless you designate a different Account Authority as specified below.  Tangibly may deem the Account Authority to have full authority for all decisions relating to your Account, including: (a) addition or removal of Users; (b) permissions to access your Account; (c) disputes regarding your Account; (d) notices and other communications relating to your Account; and (e) any other decisions that may be required regarding your Account.  There must always be one and only one Account Authority for each Account.  The initial Account Authority must be designated in the initial request to establish an Account.  If an initial Account Authority is not designated, the individual requesting to establish an Account shall be deemed the initial Account Authority for that Account.  The Account Authority may be changed: (i) by an email sent to Tangibly from the registered email address of the current Account Authority; (ii) by bona fide legal written notice provided to Tangibly; or (iii) as separately directed and acknowledged by Tangibly.  It is your responsibility to properly designate a new Account Authority whenever appropriate.  In the event of a dispute where multiple persons claim to be the rightful Account Authority, Tangibly reserves the right, at its sole discretion, to: (1) suspend all access to your Account until an Account Authority is properly designated to Tangibly’s sole satisfaction; or (2) terminate your Account and delete your Registration Information.

6. Access.  

   1. To the Platform.  Subject to your compliance with these Terms, Tangibly will permit you to access and use the Platform solely for lawful purposes and only in accordance with the terms of these Terms.  You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform and each Site, in each case as necessary to meet your operational and business requirements based on your particular circumstances.

   2. To Other Users.  The Platform may allow you to link, connect, or otherwise communicate with other Users through the Platform.  By linking, connecting, or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the Platform.  You agree that you are solely responsible for all communications between you and any other User through the Platform.  Your extension or acceptance of a link, connection, or other communication with another User will serve as your affirmative “opt in” to the disclosure by Tangibly of Your Content (as defined below), data, and information (which may include your personally identifiable information) to that other User.  

   3. To Content.  You will be provided with access to a variety of Content through the Platform, including, text, audio, video, photographs, illustrations, graphics, and other data, information, and media.  Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by Tangibly and Tangibly’s other third party providers.  All Platform Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for your use of any Platform Content.  Subject to your compliance with these Terms, you may access the Platform Content solely for your own personal purposes in connection with your use of the Platform.  You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content.  Certain Content may include or be based on data, information or content from other Users and other third party Content providers (“Third Party Content”).  Tangibly has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content provided through the Platform, including, without limitation, any Third Party Content.  Without limiting the foregoing, Tangibly will not be held liable to you or any other third party for any Third Party Content or other Content, including Your Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230.  Except as set forth in these Terms, you are granted no licenses or rights in or to any Third Party Content or other Content, or any IPR (as defined below) therein or related thereto.  If you would like to use the Third Party Content or any other Content in a manner not permitted by these Terms, please contact Tangibly.  

   4. To Third-Party Services.  The Platform may provide you with the choice, or you may otherwise be required (e.g., in connection with payment of any Fees, as defined below), to access services developed, provided, or maintained by other third-party service providers, including but not limited to Stripe, Inc. (“Third Party Services”).  In addition to the terms hereof, your access to and use of any Third Party Services is also subject to any other agreement you may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement”).  The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms hereof but will not apply to any other Services you may access through Tangibly.  Except as set forth in these Terms, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms hereof and that Third Party Service Agreement.

   5. Third-Party App Access.  If you download our Mobile App from the Apple App Store or Google Play Store, you also agree to their respective terms of service. Neither Apple nor Google is responsible for our Mobile App or its content, maintenance, or support.  To the extent required by the respective app stores’ applicable terms: (i) except as it concerns family sharing or similar features under the app stores’ applicable terms, you are granted a limited, non-transferable license to use our Mobile App on devices you own or control; (ii) Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms and may enforce it against you; and (iii) Tangibly, not Apple or Google, is responsible for handling any product claims, warranty issues, or intellectual property disputes related to our Mobile App.

7. Your Content.  

   1. Responsibility for Content.  You are solely responsible for all data, information, and other Content (such as text, audio, video, photographs, illustrations, graphics, and other media) that you may provide or generate through your use of the Platform, including, without limitation, your Registration Information and any Content related to your, or your assets’, “legacy story” (collectively, “Your Content”).  As between you and Tangibly, you retain ownership of Your Content.  However, subject to any limitations included in the Privacy Policy, you grant Tangibly a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users, the purchaser of the Platform, and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Your Content for purposes of providing the Platform to you, for Use in making enhancements and improvements to the Platform, and for maintaining the integrity, security, and reliability of the Services and our asset registry, including, without limitation, creating and maintaining records related to assets and transactions. You represent and warrant that none of Your Content or the Use of Your Content by Tangibly or any other party: (a) violates this Agreement, the Privacy Policy, or any requirements under applicable laws; (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation or violation of the IPR or other rights of any third party; (d) is illegal in any way or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services; (f) is false, misleading, or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement.  Tangibly is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content.  You agree that you have all right, title, interest and consent in Your Content necessary to allow Tangibly to Use Your Content as set forth in the rights and licenses you grant to Tangibly under this Agreement.

   2. AI Disclaimer.  You acknowledge that the Platform’s outputs (“Outputs”) are based on your inputs into the Platform (“Inputs”), as well as artificial intelligence services utilized by the Platform (“AI Services”) and related information, and, that Tangibly has no control over any such Inputs, AI Services or related information. Accordingly, all Outputs are provided “as is” and with “all faults”, and Tangibly makes no representations or warranties of any kind or nature, and no terms or conditions of any kind are given, whether express, implied, statutory or otherwise with respect to any Outputs, including, without limitation, any representations, warranties, terms or conditions of accuracy, completeness, truthfulness, timeliness, suitability, satisfactory quality, or fitness for purpose. You are solely responsible for your use of your Outputs created through the Services, and you assume all risks associated with your use of your Outputs, including, without limitation, any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. Furthermore, Tangibly will have no liability for any AI Services, including, without limitation, the unavailability of any AI Services, or any third-party provider’s decision to discontinue, suspend or terminate any AI Services. You understand that additional license requirements may apply to certain AI Services, and will be included in information for such AI Services as part of your use of the Services and that you must review and comply with such requirements for the AI Services used.  Without limitation to the foregoing, if and to the extent any AI Service(s) (e.g., Google Gemini (“Gemini”)) is/are used or accessed as part of the Services provided to you, you agree to comply with any applicable terms, guidelines, or policies any such AI Service(s) (e.g., Gemini) may publish from time to time.

8. Fees and Purchases.  

   1. Sale of Service, not Software.  The purpose of the Agreement is for you to secure access to the Services.  In no way are the Fees (as defined below) paid by you under the Agreement considered payment for the sale, license, or use of Tangibly’s Software, and, furthermore, any use of Tangibly’s Software by you in furtherance of the Agreement will be considered merely in support of the purpose of the Agreement.  

   2. Payment.  You agree to pay all fees or charges (“Fees”) to your Account in accordance with the Fees and billing terms in effect at the time a Fee is due and payable in accordance with your Services subscription tier.  By providing Tangibly with your associated payment information, you agree that Tangibly, via the Platform’s integration with the relevant Third Party Service (e.g., Stripe, Inc.), is authorized to immediately charge your Account for all Fees as they become due and payable and that no additional notice or consent is required.  You agree to immediately notify Tangibly, via your Account or other settings on the Platform, of any change in your payment information to maintain its completeness and accuracy.  Tangibly reserves the right at any time to change its prices and billing methods in its sole discretion.  You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by Tangibly.  Your failure to provide accurate payment information to Tangibly or our inability to collect payment constitutes your material breach of this Agreement.  Except as set forth in this Agreement or the Services, all fees for the Services are non-refundable.  

   3. Subscriptions.  If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fees (if any) for the applicable Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase.  If changes to an applicable Subscription tier’s price occur that impact your Subscription, Tangibly will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account.  If you do not agree with such changes, you may cancel your Subscription as set forth in Section 8.3(a)(i) (Cancelling Subscriptions Purchased via Tangibly), below, or 8.3(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Application Store), below.

      1. Automatic Renewal. If you elect to purchase a Subscription, your Subscription will begin on the Subscription Service Commencement Date, continue on a year-to-year basis, and automatically renew (each such annual renewal, a “Renewal Term”) at Tangibly’s then-current price for the applicable Subscription until terminated in accordance with these Terms.  By subscribing, you authorize Tangibly to charge the payment method designated in your Account on the Subscription Service Commencement Date, and again at the beginning of any Renewal Term.  Upon renewal of your Subscription, if Tangibly does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Tangibly may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

         1. Cancelling Subscriptions Purchased via Tangibly. If you purchased your Subscription directly from Tangibly, you may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must log in and go to the “Change/Cancel Membership” page on your “Account Settings” page.

         2. Cancelling Subscriptions Purchased via a Third-Party Application Store. If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the Renewal Commencement Date via such third-party application store.

         3. Effect of Cancellation.  If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

      2. Upgrades and Downgrades.  If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement.  In any future Renewal Term, the fees will reflect any such upgrades.  If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term.  Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Tangibly does not accept any liability for such loss.

   4. Taxes.  

      1. Sales Tax.  The Fees do not include any Sales Tax (as defined below) that may be due in connection with the Services provided under the Agreement.  If Tangibly determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Tangibly may collect such Sales Tax in addition to the Fees.  If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Tangibly, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Tangibly for any liability or expense Tangibly may incur in connection with such Sales Taxes.  Upon Tangibly’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

      2. Withholding Taxes.  You agree to make all payments of Fees to Tangibly free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of Fees to Tangibly will be your sole responsibility, and you will provide Tangibly with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.    

9. Termination.  

   1. Termination for Convenience.  Subject to Section 8 of these Terms, these Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms.  Without limiting the generality of the foregoing, if you would like to terminate the Services provided by Tangibly, you may do so by (a) notifying Tangibly at any time or (b) closing your Account for all of the Services that you use.  Your notice should be sent via email to support@tangibly.co.  THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.3(A) (AUTOMATIC RENEWAL).  

   2. Termination by Tangibly.  If timely payment for the applicable Service Subscription Fee cannot be charged or collected for your Subscription for any reason, if you have materially breached any provision of the Agreement, or if Tangibly is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Tangibly has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Tangibly’s sole discretion and that Tangibly shall not be liable to you or any third party for any termination of your Account.

   3. Effect of Termination.  Upon termination or expiration of these Terms for any reason: (a) all rights and Subscriptions granted to you under these Terms will terminate; (b) you will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content you obtained prior to termination); and (c) Tangibly may, in its sole discretion, delete your Account and any of Your Content held by Tangibly at any time.  Tangibly will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. 

   4. Survival.  Sections 1 (Definitions), 8 (Fees and Purchases), 9 (Termination), 12 (Ownership; Improvements and Feedback), 13 (Representations and Warranties), 14 (No Warranties; Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 19 (Arbitration Agreement), 20 (Governing Law and Venue), 21 (Notices), and 24 (Additional Terms), as well as any other provisions of these Terms which by their nature should survive, will survive any expiration or termination of these Terms.  

10. Suspension.  Without limiting Tangibly’s right to terminate these Terms, Tangibly may also suspend your access to your Account and the Platform, Content, or Services (including Your Content), with or without notice to you, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by Tangibly to be inappropriate or detrimental to the Platform, Services, Tangibly, or any other Tangibly User or customer.  

11. Platform Technology.  

    1. The Platform, and the databases, software, hardware and other technology used by or on behalf of Tangibly to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Tangibly.  You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in these Terms; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; (i) interfere with the operation or hosting of the Technology; or (j) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of any AI Services (including as part of any so called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar).  

    2. Any future release, update or other addition to the Technology or Services shall be subject to the Agreement.  Tangibly, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of the Services terminates the licenses and use rights granted by Tangibly pursuant to the Agreement.  

12. Ownership; Improvements and Feedback.  

    1. Ownership.  Tangibly retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto.  You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Platform, Content, and Services under these Terms.  The Tangibly name, logo and all product and service names associated with the Platform, Content and Services are trademarks of Tangibly and its licensors and providers and you are granted no right or license to use them.  For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.  

    2. Improvements and Feedback.  You shall, and hereby do, assign to Tangibly your entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Platform which you may propose or make at any time (“Improvements”).  You shall, and hereby do, assign to Tangibly your entire right, title, and interest in any feedback you provide to Tangibly regarding the Platform, including but not limited to its usability, bug reports, and testing results (collectively, “Feedback”).  Tangibly may Use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to you.  In the event that any of your rights with respect to any Improvement or Feedback are not fully assignable or otherwise transferable to Tangibly for any reason whatsoever, you shall, and hereby do, grant to Tangibly an exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide license in and to all of your rights with respect to such Improvement or Feedback and all IPR therein.  You shall notify Tangibly of any Improvement within a reasonable time after its development and provide Tangibly with access to all information concerning such Improvement as Tangibly shall reasonably request.

13. Representations and Warranties.  

    1. Mutual.  Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms; (b) these Terms forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under these Terms and to grant the rights and licenses described in these Terms.  

    2. Compliance With Laws.  You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific law, rule, or regulation.  Your use of the Platform in compliance with any specific law, rule, or regulation applicable to you, or to Your Content or other data or information you may provide or generate through the Platform, is your sole responsibility.  Tangibly is not responsible for enabling your compliance with any such law, rule, or regulation or for your failure to comply.  You represent and warrant to Tangibly that your use of and access to the Platform, including, without limitation, Your Content and any other data or information you may provide or generate through your use of or access to the Platform, will comply with all applicable laws, rules, and regulations and will not cause Tangibly itself to violate any applicable laws, rules, and regulations.

14. No Warranties; Disclaimer.  THE PLATFORM, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  TANGIBLY AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM.  TANGIBLY AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TANGIBLY, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.  TANGIBLY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR THAT THE RESULTS (INCLUDING ANY OUTPUTS) THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.  THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TANGIBLY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.   NO ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

15. Indemnity.  You hereby agree to indemnify, defend, and hold harmless Tangibly and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Platform, Content, or Services; (b) Your Content (including, without limitation, Inputs) or other data, information, or Content that you access or provide through the Platform; and (c) your breach of any representation, warranty, or other provision of these Terms.  Tangibly will provide you with notice of any such claim or allegation, and Tangibly will have the right to participate in the defense of any such claim at its expense.  

16. Limitation on Liability.  TANGIBLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT (INCLUDING WITHOUT LIMITATION PLATFORM CONTENT AND THIRD PARTY CONTENT) OR SERVICES, EVEN IF TANGIBLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  TANGIBLY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR, IN THE CASE OF ANY PURCHASES YOU MAKE THROUGH THE PLATFORM, THE AMOUNTS PAID BY YOU TO TANGIBLY FOR THOSE PURCHASES IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY.  YOU AGREE THAT TANGIBLY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, TANGIBLY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.  

17. Data Privacy.  Tangibly’s privacy policy is located at https://tangibly.co/privacy/ (“Privacy Policy”). Please review the Privacy Policy to learn about what personal and other information Tangibly may collect, how it may be used, and with whom it may be shared.  

18. Claims of Infringement.  Tangibly respects your copyrights and other intellectual property rights and those of other third parties.  If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to: 

Tangible Reserve Inc.

36 South 18th Ave, Suite D

Brighton, Colorado 80601

Email: legal@tangibly.co 

Attn: Tangibly Copyright Infringement Agent (Capitol Corporate Services, Inc.)

Please provide the following information to Tangibly’s Copyright Infringement Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) your name, address, daytime phone number, and email address, if available; (c) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (e) your electronic or physical signature.  

19. Arbitration Agreement. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Tangibly and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

    1. Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Tangibly agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Tangibly may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Tangibly may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

    2. Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Tangibly.  If that occurs, Tangibly is committed to working with you to reach a reasonable resolution.  You and Tangibly agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Tangibly therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Tangibly that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@tangibly.co or regular mail to our offices located at 36 South 18th Ave, Suite D, Brighton, Colorado 80601.  The Notice must include: (a) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (b) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (c) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

3. Waiver of Jury Trial.  YOU AND TANGIBLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Tangibly are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

4. Waiver of Class and Other Non-Individualized Relief.  YOU AND TANGIBLY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 19.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 19.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Tangibly agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Colorado.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Tangibly from participating in a class-wide settlement of claims.

5. Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Tangibly agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Tangibly otherwise agree, or the Batch Arbitration process discussed in Section 19.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Tangibly agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

6. Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Colorado and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 19.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

7. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 19.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 19.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 19.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 19.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 19.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.

8. Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Tangibly need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

9. Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Tangibly agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Tangibly by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

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

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

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

10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@tangibly.co, within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

11. Invalidity, Expiration.  Except as provided in Section 19.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Tangibly as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

12. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Tangibly makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Tangibly at legal@tangibly.co, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Tangibly will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

20. Governing Law and Venue.  The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof.  Subject to Section 19 (Arbitration Agreement), each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court in Denver, Colorado, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Tangibly.  

21. Notices.  Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Tangibly by postal mail to the address for Tangibly listed on the Platform, with a copy to the following email address: legal@tangibly.co.  Tangibly may provide you with any notices required or allowed under these Terms by sending you an email to any email address you provide to Tangibly in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Platform, Tangibly may instead provide such notice by posting on the Platform.  Notices provided to Tangibly will be deemed given when actually received by Tangibly.  Notice provided to you will be deemed given twenty-four (24) hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.  

22. Linked Sites.  The Platform may contain links to third-party sites, Third Party Services, Third Party Content, or other Content that are not under the control of Tangibly.  If you access a third-party site, Third Party Service, Third Party Content, or other Content from the Platform, then you do so at your own risk and Tangibly is not responsible for any content on any linked site or content.  You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Tangibly or any group or individual affiliated with Tangibly.  You may not use on your site any Platform Content or marks appearing on the Platform in establishing the link.  You may not frame or otherwise incorporate into another site the Content or other materials on the Platform without Tangibly’s prior written consent.

23. Questions, Complaints, Claims.  If you have any questions, complaints, or claims with respect to the Platform or Services, please contact us using one of the methods below. For questions regarding data privacy or our Privacy Policy, please contact us at: legal@tangibly.co. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Tangible Reserve Inc.

Attn: Legal

36 South 18th Ave, Suite D

Brighton, Colorado 80601

Email: legal@tangibly.co

Additional Terms.  Unless otherwise amended as provided herein, these Terms will exclusively govern your access to and use of the Platform, Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Platform, Content and Services.  Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties.  All waivers by Tangibly under these Terms must be in writing or later acknowledged by Tangibly in writing.  Any waiver or failure by Tangibly to enforce any provision of these Terms on one occasion will not be deemed a waiver by Tangibly of any other provision or of such provision on any other occasion.  If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit or proceeding arising from or related to these Terms will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  Neither these Terms nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Tangibly.  Any assignment in violation of the foregoing will be null and void.  Tangibly may assign these Terms to any party that assumes Tangibly’s obligations hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  The Platform, Content or Services may contain links to third-party sites that are not under the control of Tangibly.  Tangibly is not responsible for any content on any linked site and you access any third-party site from the Platform, Content or Services at your own risk.  Tangibly may reference you as a user of the Platform and use your name and logo, as applicable, in listings of users of the Platform appearing on the Platform and for other marketing and promotional purposes relating to the Platform, Content or Services.