Last revised: January 2023

Preface

PLEASE READ THESE TERMS OF USE CAREFULLY. DOWNLOADING, INSTALLING, ACCESSING OR USING REMIX APPLICATIONS (THE “APPLICATION”) CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE (“TERMS”), AS SUCH MAY BE REVISED BY REMIX LABS FROM TIME TO TIME, AND IS A BINDING AGREEMENT BETWEEN THE USER (“USER”) AND FIGLY INC. (D/B/A REMIX LABS) (“REMIX”) GOVERNING THE USE OF THE APPLICATION. IF USER DOES NOT AGREE TO THESE TERMS, USER SHOULD UNINSTALL THIS APPLICATION IMMEDIATELY. THESE TERMS CONTAIN DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO USER.

These terms include an Arbitration provision that governs any disputes between you and us. Unless you opt out, as described below, this provision will:

• Eliminate your right to a trial by jury; and
• Substantially affect your rights, including preventing you from bringing, joining or participating in class or consolidated proceedings.

You agree that we may provide notices, disclosures and amendments to these Terms by electronic means, including by changing these Terms within the Application or by posting revisions on the Remix Labs Website.

Eligibility

The Application is not targeted towards, nor intended for use by, anyone under the age of 13. A USER MUST BE AT LEAST AGE 13 TO ACCESS AND USE THE APPLICATION. If the User is between the ages of 13 and 18, he or she may only use the Application under the supervision of a parent or legal guardian who agrees to be bound by these Terms. User represents and warrants that (a) he/she is 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 (b) he/she is not listed on any U.S. government list of prohibited or restricted parties.

In order to use certain functions of our Application, you will need to register for an account. You agree to (a) create only one account; (b) provide accurate, truthful , current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer; (e) promptly notify Remix if you discover or otherwise suspect any security breaches relating to the Application; and (f) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

Privacy

Please read the Privacy Policy carefully to understand how Remix collects, uses and discloses personally identifiable information from its users. By downloading, installing, accessing or using the Application, you consent to all actions that we take with respect to your data consistent with our Privacy Policy.

Email Communications, Push Notifications, and In-App Messages

If a User signs up for a Remix account using the Application, the User is, by default, opted in to receive promotional communications from Remix via email, push notifications, in-app messages or other media (“Communications”). The User may, at the time of sign up, opt out of receiving Communications from Remix. Thereafter, the User may opt out of receiving Communications by adjusting the User’s profile settings in the User’s Remix account.

Similarly, upon download of this Application, the User is provided the option to opt in to receive push notifications from Remix on his or her Device. This may include promotional communications, offers, and system messages pushed to the Device or within the Application mailbox (“Push Notifications”). The User may, at any time following download of this Application, opt out of receiving Push Notifications by type by adjusting the “Remix Notifications” switch within the Application settings to “off”, or within the Device’s settings application under “Notifications” to completely opt out of Push Notifications. Opting out of Push Notifications will not affect User settings with respect to Email Communications.

Finally, by using this Application, in-app messages will automatically be displayed to the User via the Application’s display tiles and/or sent to the User via the Application’s inbox, including promotional communications and offers. If the User does not wish to see or receive such messages, the User must cease use of the Application.

Copyright, Trademarks, and User License

Unless otherwise indicated, the Application and all content and other materials therein, including, without limitation, the Remix logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Application Materials”) are the property of Remix or its licensors or users and are protected by U.S. and international copyright laws. Remix Labs Inc., Remix, the Remix logo, and other Remix trademarks, service marks, graphics, and logos used in connection with the Application are trade names, trademarks or registered trademarks of Remix Labs Inc. (collectively “Remix Marks”). Other trademarks, service marks, graphics and logos used in connection with the Application are the trademarks or registered trademarks of their respective owners (collectively “Third Party Marks”). The Remix Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Remix or the applicable trademark holder. The Application and the Content are protected by copyright, trademark, patent, trade secret, international treaties, state and federal laws, and other proprietary rights and also may have security components that protect digital information only as authorized by Remix or the owner of the Content. All rights not expressly granted are reserved.

Subject to these Terms, Remix grants the User a personal, non-exclusive, non-transferable, limited, and revocable license to use the Application for personal use only in accordance with these Terms (“User License”). Any use of the Application in any other unauthorized manner, including, without limitation, resale, transfer, modification or distribution of the Application is prohibited. User-entered and default application data using the application’s functionality may include text, pictures, URL’s, barcodes, video, data, hyperlinks, images and may be shared with other Remix application users through Remix designed content sharing mechanisms (“Content Sharing”). Outside of Content Sharing, any data claimed to be shared using Remix is prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith These Terms and User License also govern any updates to, or supplements or replacements for, the Application, unless separate terms accompany such updates, supplements, or replacements, in which case the separate terms will apply.

Acceptable Use

You agree to use our Application only for legal, authorized, and acceptable purposes.User’s use of the Application, any Content, and any information provided by the User including usernames and passwords, addresses, e-mail addresses, phone number, employer name, or GPS location (“User Information”) transmitted in connection with the Application is limited to the contemplated functionality of the Application. In no event may the Application be used in a manner that (a) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights); (b) is unlawful, fraudulent, or deceptive; (c) provides sensitive personal information unless specifically requested by Remix, (d) includes spam or any unsolicited advertising; (e) uses technology or other means to access Remix or Content that is not authorized by Remix; (f) uses or launches any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access Remix or Content; (g) attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (h) attempts to gain unauthorized access to Remix’ computer network or user accounts; (i) encourages conduct that would constitute a criminal offense or that gives rise to civil liability; (j) violates these Terms; (k) attempts to damage, disable, overburden, or impair Remix’ servers or networks; (l) impersonates any person or entity or otherwise misrepresents your identity or affiliation with another person or entity; (m) will not use (or assist others in using) our Application in ways that violate or infringe the rights of Remix, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights or (n) fails to comply with applicable third party terms (collectively “Acceptable Use”). Remix reserves the right, in its sole discretion, to terminate any User License, remove Content, or assert legal action with respect to Content or use of the Application, that Remix reasonably believes is or might be in violation of these Terms, or Remix policies. Remix’ failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms. Remix requests that Users not use the Application, while driving.

Indemnification

The User agrees to defend, indemnify, and hold harmless Remix, its parent, subsidiary and other affiliated companies, independent contractors, service providers and consultants, and their respective employees, contractors, agents, officers, and directors (“Remix Indemnitees”) from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including attorneys’ fees) (“Claims”) that arise from or relate to the User’s use or misuse of the Application, violation of these Terms, or violation of any rights of a third party. Notwithstanding the foregoing, this indemnification provision shall not apply to any Claims caused by a Remix Indemnitee’s sole negligence. Remix reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. In the event of any third-party claim that the Application or User’s possession and use of the Application infringes that third party’s intellectual property right, Remix, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

Warranties; Disclaimers

REMIX IS PROVIDING THE APPLICATION TO THE USER “AS IS” AND THE USER IS USING THE APPLICATION AT HIS OR HER OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, REMIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE APPLICATION IS MERCHANTABLE, RELIABLE, AVAILABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE USE OF THE APPLICATION BY THE USER IS IN COMPLIANCE WITH LAWS APPLICABLE TO THE USER, THAT USER INFORMATION OR ORDERS TRANSMITTED IN CONNECTION WITH THE APPLICATION WILL BE SUCCESSFULLY, ACCURATELY, OR SECURELY TRANSMITTED OR RECEIVED, THAT ORDERS WILL BE AS PLACED OR READY AT THE SUGGESTED TIME, OR THAT ANY PARTICULAR ITEM ORDERED WILL BE AVAILABLE. THE MATERIALS AND INFORMATION IN THE APPLICATION MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NOTWITHSTANDING THE FOREGOING, NONE OF THE DISCLAIMERS IN THIS PARAGRAPH SHALL APPLY TO WARRANTIES RELATED TO PERSONAL INJURY.

In the event of any failure of the Application to conform to any applicable warranty, User may notify Remix, to the maximum extent permitted by applicable law, Remix will have no other warranty obligation whatsoever with respect to the use of the Application, including any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Remix alone is responsible for addressing any claims of the User or any third party relating to this Application or User’s possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

No Liability

SUBJECT TO APPLICABLE LAW, INCLUDING WITH RESPECT TO LIABILITY FOR PERSONAL INJURY OR NON-WAIVABLE STATUTORY RIGHTS UNDER CALIFORNIA LAW, IN NO EVENT SHALL REMIX OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS (A) BE LIABLE TO THE USER WITH RESPECT TO USE OF THE APPLICATION, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA VIA THE APPLICATION , THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE APPLICATION, OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Remix' RECORDS, PROGRAMS OR SERVICES; AND (B) BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, THE INABILITY TO USE THE APPLICATION OR ANY OF ITS FEATURES OR DEVICE FAILURE OR MALFUNCTION. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE APPLICATION.

IF YOU RESIDE IN A JURISDICTION OTHER THAN CALIFORNIA, YOUR JURISDICTION MAY NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Third Party Content, Applications, Products and Services (including Advertising and Promotions)

Remix may provide third party content in the Application (including embedded content) or links to third party content, applications, products and services, including advertisements and promotions (collectively, “Third Party Content”) as a service to those interested in this information. We do not control, endorse or adopt any Third-Party Content, including that the inclusion of any link does not imply affiliation, endorsement or adoption by Remix of any application or any information contained therein, and can make no guarantee as to its accuracy or completeness. While Remix shall generally adhere to guidelines prescribed by services that provide Third Party Content, Remix is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review such Third-Party Content. You agree to use such Third-Party Content contained therein at your own risk. When you use other applications via Third-Party Content, or participate in promotions or business dealings with third parties, you should understand that our terms and policies no longer govern, and that the terms and policies of those third-party applications will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any application to which you navigate from our Application. You must comply with any applicable third-party terms when using the Application.

Modifications to the Application

Remix reserves the right to update, modify or discontinue, temporarily or permanently, the Application or any features or portions thereof without prior notice. You agree that Remix will not be liable for any modification, suspension or discontinuance of the Application or any part thereof.

Arbitration

Please read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of these Terms.

Binding Arbitration

This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to these Terms, your use of the Application, and your relationship with us. Any dispute or claim arising out of or relating to these Terms or use of the Application and your relationship with Remix or any subsidiary, parent or affiliate company or companies (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration, except that either of us may take claims to small claims court if they qualify for hearing by such a court.

Opt-Out

Notwithstanding the above, you may choose to pursue your claim in court and not by arbitration if you opt out of this arbitration provision within 30 days from the earliest of the date you downloaded, installed, accessed or used the Application (the "Opt Out Deadline") after these Terms have gone into effect. You may opt out of these arbitration procedures by sending us a written notice that you opt out to the following address: Remix Labs Inc. 546 Washington Avenue, Palo Alto CA 94301. Any opt-out received after the Opt Out Deadline (allowing three (3) additional days for mailing) will not be valid and you must pursue your claim in arbitration or small claims court.

Arbitration Procedures

For all disputes, whether pursued in court or arbitration, you must first send a written description of your claim to our Customer Service department to allow us an opportunity to resolve the dispute. You and we each agree to negotiate your claim in good faith. You may request arbitration if your claim or dispute cannot be resolved within 60 days.

The arbitration of any dispute or claim shall be conducted in accordance with the rules of the American Arbitration Association ("AAA"), including the AAA's Consumer Arbitration Rules (as applicable), as modified by these Terms. The AAA Rules and information about arbitration and fees are available online at www.adr.org. You and we agree that these Terms evidence a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and not governed by state law. Any arbitration will be held in a reasonably convenient location in the state in which you reside or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

Costs of Arbitration

Each party will bear the fees and expense of its own attorneys, experts, witnesses and preparation and presentation of evidence at the arbitration. However, for claims under $1,000 as to which you provided notice and negotiated in good faith as required above before initiating arbitration, if the arbitrator finds you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs.

Class Action Waiver and Jury Waiver

You and we each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, the arbitration agreement will be void as to you. If you opt out of the arbitration provision as specified above, this class action waiver provision will not apply to you. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt out procedure set forth above. If for any reason a claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

Governing Law and Jurisdiction

These Terms and use of the Application are governed by the laws of the state of California, United States of America, without regard to California’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. If the arbitration agreement is ever deemed unenforceable or void, the User irrevocably consents to the exclusive jurisdiction of the federal and state courts in Santa Clara county, California, United States of America, for purposes of any legal action arising out of or related to the use of the Application or these Terms.

Third Party Beneficiary

Depending on the application, there may be third party beneficiaries of these Terms, which will be specified in the Application Description. Upon User’s acceptance of these Terms, such beneficiaries will have the right (and will be deemed to have accepted the right) to enforce these Terms against User as a third-party beneficiary thereof.

Termination

Notwithstanding any of these Terms, Remix reserves the right, without notice and in its sole discretion, to terminate your license to use the Application and to block or prevent your future access to and use of the Application. Remix’ failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.

Changes

Remix reserves the right to change or modify these Terms or any other Remix policies related to use of the Application at any time and at its sole discretion by changing these Terms within the Application or by posting revisions on the Remix Website. Continued use of the Application following such changes or modifications to the Terms or other Remix policies will constitute acceptance of such changes or modifications. If you do not agree to such changes or modifications, you should uninstall the Application immediately.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: the provider of the Application is Remix Labs Inc.,546 Washington Avenue, Palo Alto CA 94301. To file a complaint regarding the Application or to receive further information regarding use of the Application, send a letter to the above address or contact Remix via e-mail (with “California Resident Request” as the Subject Line) at info@remixlabs.com.

Contact

Any questions, complaints, or claims regarding the Application should be directed to:
Remix Labs Inc.
Customer Care (info@remixlabs.com)
546 Washington Avenue, Palo Alto CA 94301

Last revised: January 2023