These Terms of Use (together with any other terms or conditions referenced herein, including our Privacy Policy, these “Terms”) are agreed between Jen Music AI, Inc. (“we, “us”, “out”, or “Jen Music AI”) and you and the entity or organization that you represent or otherwise are employed by (“you” or “your”) and apply to your access or use of any websites, portals, mobile or desktop applications, and services (collectively, “Platform(s)”) associated with, or APIs that access, our Jen music generative AI model (the “Jen Model”, and together with each Platform, “Jen”), or that otherwise provides or links to these Terms, including as found at the websitehttps://jenmusic.ai. Different terms and conditions may apply when you access or use any of our or our affiliates’ other websites, platforms, products, or services, including those accessed via a Platform (e.g., our other software, services, platforms, experiences, games, competitions, products, and associated materials).

You must be at least 13 years old or the minimum age required in your country to consent to use Jen. If you are under 18 you must have your parent or legal guardian’s permission to use Jen.

BY CLICKING “I ACCEPT”, “I AGREE”, OR BY OTHERWISE ACCESSING OR USING JEN, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS, EITHER ON BEHALF OF YOURSELF OR ON BEHALF OF THE ENTITY OR ORGANIZATION THAT YOU REPRESENT OR ARE OTHERWISE EMPLOYED BY; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE JEN.

These Terms provide that disputes arising between you and us will be resolved by binding arbitration. To the fullest extent permitted under applicable law, BY ACCEPTING THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS. Your rights will be determined by an ARBITRATOR and NOT a judge or jury. Please review the section below titled “Dispute Resolution and Arbitration” for more detail regarding your agreement to arbitrate any disputes with us arising under these Terms.

Access to Jen may require a Pass account. By accessing or using Jen, to the extent that such access or use requires a Pass account, you acknowledge that you have read and accepted these Terms and the terms and conditions of Pass (which can be found athttps://www.futureverse.com/legal/pass-t-cs), which are hereby incorporated by reference. If there is any inconsistency between these Terms and terms applicable to Pass, these Terms will take precedence to the extent of the inconsistency with respect to your use of Jen. However, the Pass terms and conditions shall prevail over these Terms in the event of any inconsistency to the extent of any other use of your Pass account not in connection with your use of Jen.

Please check periodically for updates to these Terms so you are aware of any changes. We will notify you of any changes to these Terms that materially modify your rights or obligations (“Material Modifications”) by e-mail to the address provided to us or by posting a notice to a Platform. Any Material Modifications will be effective upon your acceptance of the modified Terms, or upon your continued use of Jen after we send or post a notice of the changes, whichever is earlier. Changes to these Terms that do not materially modify your rights or obligations will be effective immediately upon publication. However, any disputes arising under these Terms will be resolved pursuant to the version of these Terms in effect at the time the dispute arose.

Information and Changes

The information provided by us or on any Platform is intended only as an introduction and guide to Jen and our range of other available services. We use reasonable efforts to keep the information accurate and up to date, but we do not guarantee the accuracy or completeness of the information provided.

We may change and update the content, capabilities, features, and material of Jen at any time without prior notice. In the unlikely event that an unauthorized person makes changes to Jen, we shall not be liable and do not accept responsibility for those changes.

Permissions

Subject to and conditioned on your (a) payment of applicable fees, (b) compliance with these Terms, and (c) compliance with other agreements or legal terms as between you and us or any of our affiliates, we hereby grant to you a non-exclusive, non-transferable permission to access and use Jen in accordance with these Terms. The permission granted to you in the immediately preceding sentence is limited to your internal, personal, individual, private, non-commercial use. For clarity, the foregoing does not limit the rights or ownership that you may have in Generated Tracks as set forth in the section below titled “User Content”.

User Content

You may submit or input instructions, prompts, information, audio files (including any sound recordings, compositions, melodies, rhythms, sounds, or other information or material that may, in whole or in part, be embodied therein) and other materials to Jen (“Input”) and generate musical output tracks from Jen based on the Input (“Generated Tracks”). Input and Generated Tracks, together with any other content, information, or materials that you submit, input, or otherwise upload to Jen are “User Content”. You are responsible for all User Content, including ensuring that it, and any use thereof, does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions to all User Content necessary and sufficient (a) for the processing of the same to generate the Generated Tracks, (b) for us to otherwise use all User Content in connection with Jen as contemplated by these Terms, or (c) for you to use all User Content, whether in connection with Jen as contemplated by these Terms or otherwise. As between you and us, you shall own all worldwide right, title, and interest in and to the Generated Tracks that you create using Jen. We hereby assign to you all our worldwide right, title, and interest, if any, in and to Generated Tracks. However, though it is highly unlikely, due to the nature of generative artificial intelligence, you acknowledge and agree that the Jen Model may generate or provide similar Generated Tracks for you as it generates or provides for other users of Jen. For clarity, music tracks generated through use of Jen by other users are not considered your User Content.

In connection with your ownership of Generated Tracks, Jen generates a cryptographic hash that is recorded on The Root Network Blockchain, which is an advanced form of verification of the integrity and timestamp of creation for each Generated Track. Verified Generated Tracks receive a JENUINE™ indicator upon generation. And through Jen, you may use our R3CORD™ feature wherein you can “record” Generated Tracks to make them sellable and tradable via our or our affiliates’ Platforms and on third party marketplaces.

We may, but have no obligation to, monitor and review the User Content you submit or create using Jen. You acknowledge and agree that we have the right, though not the obligation, in our sole discretion, to refuse or remove any User Content that violates these Terms or that is in any other way harmful or objectionable. All fees, revenues, costs, expenses or royalties, however designated, payable at any time in connection with User Content and any use thereof, including your use of Input to create Generated Tracks, are your sole responsibility. We hereby disclaim all responsibility and liability, and you agree that we shall not be responsible or liable, for any payments made or not made, whether to you or any writers, performers, artists, or other rights owners, administrators, or other third parties that may control any applicable rights in or to User Content.

You hereby grant to us and our affiliates a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable (through multiple tiers of sublicenses) license to use, modify, store, transmit, reformat, perform, display, reproduce, distribute, create derivative works or other derivatives of, and otherwise use and exploit User Content (including any intellectual property or other proprietary rights therein) for any purpose permitted by applicable law, including to develop and improve the Jen Model.

To the extent that you publish or otherwise make Generated Tracks publicly available, you agree that you will not represent any such Generated Tracks as fully-human authored.

Use Restrictions

You shall not use Jen for any purposes beyond the scope of the access expressly permitted in these Terms. You shall not at any time, directly or indirectly: (a) use Jen or Generated Tracks that you generate through your use thereof for any unlawful purpose or to solicit others to perform or participate in any unlawful, fraudulent, or misleading acts; (b) use Jen or Generated Tracks that you generate through your use thereof to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate, including based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (c) submit false or misleading information to Jen; (d) copy, modify, or create derivative works or other derivatives of Jen in whole or in part; (e) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make Jen available; (f) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Jen, in whole or in part; (g) remove, alter, or conceal any proprietary notices of Jen; (h) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Jen, third-party products and services, or the Internet, including a virus, trojan horse, worm, adware, spyware, crimeware, online graffiti tagger, dropper, rootkit, keylogger, bot, or any other harmful software program or program element; (i) use any program or automated script to screen-scrape or “crawl” through Jen in whole or in part; (j) use Jen or Generated Tracks that you generate through your use thereof for any obscene or immoral purpose; (k) use Jen or Generated Tracks that you generate through your use thereof (in each case, in whole or in part) as the basis for developing competitive solutions, services or content (or contract or engage with a third party to do so); or (l) use Jen or any User Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law (each of the foregoing (a) – (l), a “Prohibited Act”).

Reservation of Rights

As between you and us, we and our affiliates own all rights, title, and interest in and to Jen and we reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to Jen. You agree that you will not use Jen, in whole or part, except as expressly permitted herein and solely in accordance with these Terms and you will not remove any copyright, trademark, or other proprietary notices contained in or on any content associated with Jen.

Suspension

Notwithstanding anything to the contrary in these Terms, we may terminate or temporarily suspend your access to any portion or all of Jen with or without notice to you if any of our service providers have suspended or terminated our access to any of the services or products required to host Jen or enable you to access Jen, or if we reasonably suspect or determine that: (a) there is a threat or attack on Jen; (b) your use of Jen disrupts or poses a security risk to Jen or to any other user or vendor of Jen; (c) you are using or have used Jen for a Prohibited Act; (d) you have breached any of these Terms; or (e) we determine in good faith that our provision of Jen to you may be prohibited by applicable law. We shall not be liable for any damages, liabilities, losses (including any loss of data or profits), reimbursement for fees, costs, or any other consequences that you may incur as a result of a such suspension of Jen.

DMCA Notices for Claims of Copyright Infringement

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. To submit a copyright infringement notice, please provide the following information:

1. A physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work(s) claimed to be infringing;
3. Identification of the online content that is claimed to be infringing, including, if possible, a URL representing a link to the content on the Platform;
4. Information sufficient to permit us to contact the complainant, such as email address, physical address, or telephone number;
5. A statement that the complainant has a good-faith belief that the relevant content is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.

You may submit notices of alleged copyright infringement to our designated agent using the following contact information:

Jen Music AI, Inc.

Attn. DMCA Notice

Email: notices@jenmusic.ai

Address: 611 Wilshire Blvd

Suite 900 #1181

Los Angeles, CA 90017

United States

Telephone: +1-855-426-6500

If you believe that your content has been removed by mistake or misidentification, you may provide us with a written counternotification containing the following information:

1. Your name, address, telephone number, and email address;
2. A description of the content that was removed, along with the URL where the content was posted on Jen prior to its removal;
3. The following statement: “I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the content was removed or disabled due to a mistake or misidentification of the content to be removed or disabled”;
4. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which you may be properly served, and that you will accept service of process from the person (or their agent) who filed the original DMCA notice; and
5. Your electronic or physical signature.

Upon receipt of a valid counternotification, we will forward it to the party who submitted the original DMCA notification. The original party (or their representative) will then have ten (10) days to notify us that such party has filed legal action relating to the allegedly infringing content. If we do not receive any such notification within ten (10) days, we may restore the content to Jen. It is our policy to disable or terminate in appropriate circumstances and at our discretion the accounts of, or block usage of Jen by, any party who is a repeat infringer or who is repeatedly charged with infringement.

Payment and Credits

Except to the extent that we make features, functionalities, or services of Jen available to you free of charge, in order to access, and in consideration of our provision of, Jen, you agree to pay, via our selected payment processor, the stated fees applicable to your use of Jen, including with respect to the purchase of a Subscription Package (defined below) or Credits (defined below). You agree to provide to our payment processor complete and accurate billing information, including a valid payment method. Payment may be made via credit card, debit card, or cryptocurrency. Payment will be charged to your chosen payment method at the confirmation of purchase and at the start of every new billing cycle, unless cancelled. We reserve the right to modify the applicable fees, subscription pricing and payment methods at any time in our sole discretion. All dollar amounts set forth herein are in United States dollars, and all payments and computations shall be in United States dollars (or such other currency to which we, in our sole discretion, may indicate).

Jen offers free and paid (i.e., ongoing/recurring payment) subscription plans or options collectively, the “Subscription Packages”. The applicable conditions and limitations of each Subscription Package option will be disclosed to you at the time of, but prior to, subscribing, and are hereby incorporated by reference into these Terms. Jen reserves the right to modify the features, functionalities, or services, or the applicable conditions and limitations of each Subscription Package, it provides as part of any of its Subscription Package options, including any applicable conditions or limitations, from time to time and for any reason.

For paid Subscription Packages, you will be billed on a recurring basis (whether monthly or annually) depending on the type of billing cycle you select when purchasing a paid Subscription Package. Your paid Subscription Package will automatically renew on a monthly or annual basis, as applicable, unless prior to such renewal date you cancel it or Jen cancels it. In the event of a change to subscription prices or the applicable conditions and limitations of any Subscription Package, we will attempt to notify you in advance of such changes. If you do not wish to accept such pricing change, or conditions or limitations change, then you may cancel your subscription prior to the upcoming billing cycle.

You may cancel your subscription at any time and you will have continued access to the applicable Subscription Package through the end of the then-current billing cycle. You must cancel your subscription before it renews to avoid being charged for the subsequent cycle’s fee. If you do not timely cancel your Subscription Package, then your Subscription Package will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for such amounts. You may cancel your Subscription Package through your account settings on the applicable Jen Platform through which you use the Jen Model.

You may choose to upgrade your Subscription Package at any time, and upgrades will take effect immediately with prorated charges. When you choose to upgrade, you will receive the full Credit amount applicable to your upgraded Subscription Package immediately upon upgrading, but any unused Credits from your previous Subscription Package may not be carried over.

You may also choose to downgrade your Subscription Package at any time, and downgrades will take effect at the end of the applicable billing cycle. When you choose to downgrade, you will retain access to the features of your current Subscription Package until the end of the applicable billing cycle. Once the billing cycle resets, you will receive the lower Credit allocation of the downgraded Subscription Package and any unused Credits of your previous Subscription Package may not roll over.

You may also choose to adjust your billing cycle from a monthly to annual subscription basis. When you choose to adjust your billing cycle to an annual basis, your new annual subscription plan will start immediately. You will not lose any remaining days in your current monthly cycle; instead, any unused portion of your monthly subscription plan will be prorated and credited toward the annual Subscription Package. You will be billed for the annual Subscription Package immediately, minus the prorated Credits for the unused portion of the current month. If Jen chooses to offer a free trial for your Subscription Package, it will be subject to the specified terms of the applicable free trial. At the conclusion of the stated period of the free trial, unless you cancel your subscription before the end of your free trial, your first applicable payment will be charged to your chosen payment method. The terms of the free trial will be provided at the time that you register and you will not receive a separate notice that your free trial is about to end or had ended, unless otherwise required by law.

Any credits purchased for use on Jen (“Credits”) may only be redeemed on Jen. Credits are not legal tender or currency, redeemable, refundable, or exchangeable for any sum of money or monetary value. Credits have no equivalent value in fiat currency, do not act as a substitute for fiat currency, and do not constitute or confer upon you any personal property right. Credits are non-transferable and non-refundable. For the avoidance of doubt, Credits do not operate or serve as stored value facilities in any way. You may not transfer, trade, gift, sell, or otherwise exchange Credits. Evidence of any attempt to use, sell, or transfer Credits in any manner violates these Terms and may result in revocation, termination, or cancellation of the Credits or your use of Jen without refund of (i) such Credits or (ii) any fee you may have paid to us for your use of Jen or immediate suspension or termination of your Jen or associated Pass account. Credits may be valid for only a limited time as described in the applicable promotional terms thereof. Credits expire immediately upon the cancellation or termination of your account.

Disclaimers

Jen is provided “as is” and we hereby disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, we specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. We make no warranty of any kind that Jen or results of the use thereof, including Generated Tracks, will meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.

You also acknowledge and agree that Generated Tracks may not be protectable under copyright or other intellectual property, proprietary rights, or other law. We make no warranties or representations, express or implied, that any Generated Track is protectable under any law.

We make no representations or warranties about the accuracy or completeness of content available on Jen or the content of any social media platform or third-party website associated with, linked to, or integrated with Jen. You agree that we shall have no liability for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury, property damage, or other harm resulting from access to or use of Jen; (c) any unauthorized access to or use of Jen, its servers, any personal information, or User Content; (d) any interruption of transmission to or from Jen; (e) any bugs, viruses, trojan horses, or the like that may be transmitted on or through Jen; or (f) any damages, losses, costs, expenses, or liabilities of any kind are incurred as a result of any content or the use of or reliance on any content posted or shared through Jen.

You acknowledge and agree that any digital token representing User Content that is minted or created as a result of your use of our R3CORD™ feature is an intangible digital asset and that such token exists only by virtue of the ownership record maintained on the applicable blockchain or distributed ledger network. Such tokens are not convertible virtual currencies and in no case may any such token be fractionalized or capable of use as an investment, security, or other financial instrument or knowingly marketed or used in any other manner that would cause transactions related to these terms and conditions to be governed by any applicable securities laws, including the Securities Act of 1933, as amended. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the applicable network. We do not guarantee that we or any third party can effect the transfer of title or right in any such token or the User Content associated with such token.

You acknowledge and agree that the characterization and regulatory scheme governing digital tokens, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections; introduction or intrusion of malicious code or software; hacking or unauthorized access to your Pass or digital wallet or information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavorable exchange rates; and the risk of unfavorable regulatory intervention or tax treatment in relation to transaction in cryptocurrency. You further acknowledge and agree that digital assets are highly experimental, risky, and volatile, and your purchase digital assets may carry substantial financial risk, including the risk of loss in trading digital assets. By using Jen, you represent that you have sufficient knowledge, sophistication, and experience with respect to digital tokens, cryptocurrency, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via Jen or any digital asset associated with such transaction. Under no circumstances will the operation of all or any portion of Jen by us be deemed to create a relationship that includes the provision or tendering of investment advice.

Jen may include links to external third-party resources (such as websites, mobile applications, payment processors, etc.) or reference third-party intellectual property (such as any third-party trademarks, logos, copyrighted works, etc. that may be associated with us or Jen). Any such third-party resources are not under our control, and we are not responsible for, and we make no representations or warranties concerning the contents, services, or any business or individual related to any third-party resource. Such links are provided to you for informational and convenience purposes only, and the inclusion of any link does not imply any recommendation, endorsement, verification, affiliation, or certification by us of the linked website or any third-party content. You are responsible for your access and use of any third-party resources, platforms, or websites, and you should review the terms and conditions, including any privacy policy and data gathering practices, applicable to any other website to which you would navigate from Jen or relating to any applications you use or install from that site (“Additional Terms”) before use. If you do not agree to abide by the Additional Terms of any such third-party products or services, you should not use such third-party products or services. To the extent that the Additional Terms conflict with these Terms, these Terms will govern to the extent applicable to Jen.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to you to the extent prohibited by applicable law.

Limitations of Liability

To the fullest extent permitted by law, in no event will we, our affiliates, or their or our licensors, service providers, employees, agents, officers, or directors be liable under or in connection with these Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether we were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. To the fullest extent permitted by law, in no event will our or our affiliates’ aggregate liability arising out of or related to these Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to us by you under these Terms in the three-month period preceding the event giving rise to the claim or $100, whichever is less.

Privacy

We have explained how we process personal information in our Privacy Policy, found athttps://www.futureverse.com/legal/privacy. By using the Services you acknowledge our Privacy Policy.

Feedback

If you give us feedback or submit ideas about Jen, whether by mail, email, telephone, or otherwise, suggesting or recommending changes to Jen, including ideas for new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), you: (a) grant us the perpetual and irrevocable right to use, modify, or develop that Feedback to improve Jen and for any other purposes, without restriction; (b) confirm that we will not be obliged to seek your permission or to provide you with payment or any other compensation with respect to our use of Feedback; and (c) waive any moral rights and attribution or authorship rights that may exist in any Feedback. To the extent you have or obtain any rights in Feedback, you hereby grant to us and our affiliates a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works and other derivatives of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.

Aggregated Statistics

Notwithstanding anything to the contrary in these Terms, we may monitor your use of Jen and may collect and compile data and information related to your use of Jen in an aggregated and anonymized manner (“Aggregated Statistics”), including to compile statistical and performance information related to the provision and operation of Jen. Without limiting our rights in User Content or Jen, as between you and us, all right, title, and interest in Aggregated Statistics, including all intellectual property rights therein, belong to and are retained solely by us, and, to the extent you have or obtain any such right, title, or interest in or to Aggregated Statistics, you hereby assign all such right, title, and interest to us. You acknowledge that we may compile Aggregated Statistics based on User Content. You acknowledge and agree that we may use Aggregated Statistics for any lawful purpose.

Account and Password

You shall be responsible for keeping your Pass account name and password confidential. You are also responsible for any Pass account that you have access to and for any activity occurring in such account, whether or not you have authorized such activity. You shall immediately notify us via email at contact@jenmusic.ai of any unauthorized access or use of your account. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and, for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use Jen, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

Indemnification

You shall indemnify, hold harmless, and, at our option, defend us and our affiliates from and against any and all losses, damages, liabilities, fines, penalties, and costs (including reasonable attorneys’ fees) resulting from any third-party claim, suit, action, investigation, or proceeding (“Third-Party Claim”) arising out of or relating to your use of Jen, the User Content, or any violation of these Terms, including, for clarity, any Third-Party Claim that User Content or use thereof misappropriates, infringes or violates third-party rights. You may not settle any Third-Party Claim against us or our affiliates unless we consent to such settlement. We or our affiliates may, at our option, defend ourselves against any such Third-Party Claim or participate in the defense thereof by counsel of our own choice.

Dispute Resolution and Arbitration

Arbitration is less formal than a lawsuit in court. Arbitration uses an arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any and all disputes or claims arising out of, in connection with, or relating in any way to these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms, shall be resolved by final and binding arbitration with a single arbitrator under the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. However, notwithstanding the AAA Rules, a court of competent jurisdiction shall decide all issues regarding the arbitrability of a dispute relating to these Terms, including the scope of matters to be arbitrated and the waiver or unconscionability of arbitration. The legal place, or seat, of arbitration shall be New York, New York, and the language of the arbitration shall be English. You understand and agree that, by entering into these Terms, you are waiving the right to a trial by jury or to participate in a class action. Judgment upon the arbitrator’s award may be entered in any competent court or application may be made to any competent court for judicial confirmation and acceptance of such an award and order for enforcement.

Notwithstanding the foregoing provisions, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either you or us to: (a) bring an individual action in small claims court; or (b) seek injunctive relief in a court of law.

The AAA Rules and filing forms are available online atwww.adr.orgor by calling the AAA at 1-800-778- 7879.

If you intend to pursue arbitration, you must first send a written notice of the dispute (“Arbitration Notice”) to us by certified U.S. Mail or by Federal Express (signature required) to the following address: 611 Wilshire Blvd, Suite 900 #1181, Los Angeles, CA 90017, United States. The Arbitration Notice must: (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). You will make good-faith efforts to resolve the claim directly with us, but if you and we do not reach an agreement to do so within thirty (30) days after the Arbitration Notice is received, then you may commence an arbitration proceeding pursuant to the terms set forth above. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

If you commence arbitration in accordance with these Terms, then, to the extent permitted by applicable law, we will reimburse you up to one hundred fifty dollars ($150) of your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Notwithstanding anything to the contrary herein, and to the extent permitted by applicable law, our reimbursement of the filing fee set forth in the immediately preceding sentence shall be limited to one (1) arbitration proceeding per every twelve (12) months. Any arbitration hearing will take place at a location to be agreed upon in the State of New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) based on a telephone hearing; or (c) by an in-person hearing at a location to be agreed upon in the State of New York. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days after the arbitrator’s ruling on the merits. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Demands within 90 days of each other, then you and we agree that AAA will administer them in batches of up to 50 claimants each (“Batch”), unless there are fewer than 50 claimants in total or after batching, which will comprise a single Batch. AAA will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

If one or more provisions in this “Dispute Resolution and Arbitration” section are found to be invalid or unenforceable, the validity and enforceability of the remainder of the section and the remaining provisions of these Terms generally will not be impaired thereby.

Governing Law

These Terms are governed by and will be construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. If a court of competent jurisdiction finds the arbitration provisions of the section titled “Dispute Resolution and Arbitration” invalid or inapplicable, you agree to the exclusive jurisdiction of the Federal and State courts located in New York County, New York, and you agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable claim or action.

Entire Agreement

These Terms, together with any other documents incorporated herein by reference, constitute the sole and entire agreement of between you and us with respect to your use of Jen and supersedes any prior or contemporaneous understandings, agreements, or advertisements between you and us.

Severability

If any term or provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Assignment

We may, at any time, assign our rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, or other transaction, or by operation of law. You may not assign any of your rights or delegate any of your obligations hereunder. Any purported assignment or delegation in violation of this section will be null and void.

Equitable Relief

You acknowledge and agree that your breach or threatened violation of our intellectual property or other proprietary rights in Jen would cause us irreparable harm for which monetary damages may not be an adequate remedy and agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Export Control

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

Languages

Where these Terms are translated from English into other languages, to the extent there is any inconsistency between the English Terms and any translated version, the English version of these Terms will be used to confirm any interpretation, translation, or other inconsistencies.

Interpretation

The terms “e.g.,” “such as,” “include,” “includes,” and “including” are not limiting and shall be deemed to be followed by the words “without limitation.” The terms “hereof,” “hereto,” “hereunder,” and terms of similar import refer to these Terms in their entirety and not to any particular provision of these Terms. Except where the context otherwise requires, wherever used, the word “or” is used in the inclusive sense (and/or).

Last Updated: November 2024