Terms and Conditions

PREVUE TERMS OF USE

Last Updated: Jan 16, 2023

Welcome to Prevue! Prevu LLC. offers a mobile software application (an "App") and web services (each, a "Web Service"), allowing you to pair with other users to take the perfect photograph of yourself and others, share photos and videos. You can share your creations through the Services (defined below), social media, and/or email.

These Terms of Use constitute an agreement between you and PreVu LLC – so you should read through this document in its entirety. PreVu LLC can also make changes to this Agreement – see more details about that in Section 12.2 (Agreement Modifications by PreVu LLC) below. If you are entering into this Agreement on behalf of an entity (such as your employer), you represent that you have full authority to bind such entity to this Agreement, and in such cases references to "you" and "your" shall mean that entity.

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT – SEE SCHEDULE A BELOW. PLEASE READ THAT SCHEDULE CAREFULLY, SINCE IT MAY REQUIRE YOU AND PreVu LLC TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.

As used herein: (a) "Services" means the App and Web Services collectively and/or individually (as the case may be), as well as any related intellectual property (such as Service Content and Features); (b) "Content" means any text, data, information, username, handle name, files, images, graphics, sounds, music, videos, code, audio clips, links, and/or other similar materials; and (c) "Service Content" means any Content (excluding your Account Content) appearing or made available on or in the Services. For the avoidance of doubt, Stock Content is an example of Service Content.

1. PREVUE SERVICES

1.1. Your Rights. Subject to the terms and conditions of this Agreement, you are given a personal license and right to access and use the applicable Services (and in the case of an App, to also install the App on your device) (collectively, the "Subscription"). This Subscription is nonexclusive, non-transferable, and non-sublicensable, and the Subscription only lasts while this Agreement remains in effect. As used herein, a "Paid Subscription" means a Subscription to any fee-based portions of the Services.

1.2. Community Guidelines. Your use of the App is subject to and you agree to the Community Guidelines referred hereto as Schedule B.

1.3. Content. Your use of the Services and your Account Content (defined below) are subject to and you agree to the Account Content License and Content Rules referred hereto as Exhibit C, which shall extend to any content created in or imported to the Services.

1.4. Prohibited Uses. As a condition to your Subscription, you agree not to engage in (or encourage or permit others to engage in) any of the Prohibited Uses specified in Schedule D referred below (the "Prohibited Uses").

1.5. Restricted Access. The Services are delivered electronically, and shall be deemed accepted by you upon delivery. Some modules, tools, features, or other functionality (collectively, "Features") may only be available to Paid Subscriptions. Paid Subscriptions themselves shall also be subject to whatever limitations may be specified in the corresponding Paid Subscription plan or package (such as limitation on the number of authorized users, usage volume or duration).

1.6. Changes to the Services. PreVu LLC reserves the right, from time to time and in its discretion, and without prior notice, to: (a) change any Features and/or other aspects (such as the design, layout, or availability) of the Services; (b) deactivate any Features, including without limitation deactivating any free Features and offering them only as part of a Paid Subscription (and vice versa); and (c) stop supporting (or limit compatibility with) certain devices and operating systems, in which case your access to the Services on such devices or operating systems may be impaired. Where required by applicable law, we will notify you in advance (either via email, via your Account, and/or within the Services) in the event we decide to shut down or discontinue any App, Web Service, and/or the Services as a whole.

1.7. Reservation of Rights. For the avoidance of doubt, the Services are only licensed to you, and no title in them passes to you. Any rights not expressly granted herein are hereby reserved by PreVu LLC and its licensors, and you are granted no other right or license in the Services, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

2. YOUR ACCOUNT AND YOUR CONTENT In order to access the Services, you may be required to register for an account by submitting the information requested in the applicable web form or interface ("Account"). You alone are responsible for providing up-to-date accurate information, maintaining the confidentiality and security of your Account (and user sub-accounts) and credentials, as well as for all activities that occur in such Account. Information collected by us in creating your Account will be used and processed in accordance with our Privacy Notice, which is incorporated into this Agreement by reference. You are responsible for all of your Account Content, and you agree to the Community Guidelines. "Account Content" shall mean Content inputted, imported, uploaded, linked, shared, posted, published, stored, or otherwise generated by you in relation to your use of the Services.

3. PAYMENT

3.1. Fees. Certain Services and Features are only offered under a Paid Subscription, and certain Service Content is only offered for payment (such as Premium features). You agree to pay whatever fees and other charges are presented to you when you subscribe to a Paid Subscription or paid Service Content (collectively, the "Fees"). If the payment plan is on a recurring-subscription basis, you agree to pay the Fees in accordance with the applicable billing cycle ("Billing Cycle"). If you downloaded the App from the Apple Store, refunds are permissible in accordance with their refund policy; otherwise refunds are permissible in accordance with our Refund Policy which is incorporated into this Agreement by reference. Except as stated in those policies, all Fees are non-refundable and non-cancellable. Moreover, amounts payable are exclusive of all applicable sales, use, consumption, VAT and other taxes, except for taxes based upon PreVu LLC's net income.

3.2. Payment Methods and Processing. Payments may be processed via the relevant App Marketplace (defined below), as well as any other third-party payment methods which we make available (such as via PayPal and certain supported payment cards). You must provide accurate billing information, and promptly update any changes to it (such as card numbers and expiry dates). If you are paying via credit or debit card, you represent that you are the authorized user of the card, and you authorize PreVu LLC (and any third party payment processor) to collect payment from you, on a recurring basis (if applicable), and to take all other necessary billing actions. If payment is made via a third-party payment processor, you will also be subject to its terms and conditions (over which we have no control) – so carefully read those terms. With respect to direct credit-card Web Service purchases, Prevu LLC are responsible for the execution of your transaction and will initiate your payment on behalf of Prevu LLC in Canada and the US respectively, who will issue the legal purchase receipt.

4. INTELLECTUAL PROPERTY

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

6. ADVERTISEMENTS AND THIRD-PARTY INTERFACES AND LINKS

We may present third party advertisements in the Services. We do not control such advertisements and cannot guarantee that they are reliable or accurate. Inclusion of advertisements does not mean that we endorse the goods or services that they offer, and we bear no liability for any decision by you to purchase or otherwise receive such goods or services. Moreover, we may cooperate with advertisers to offer you sponsored goods or services. The sponsored goods and services are offered by their respective providers, are under their exclusive responsibility, and we shall have no liability for such goods or services. If you encounter any problem with the sponsored goods or services, you agree to contact the third-party providers, not us. The Services may include links to other websites not owned or controlled by PreVu LLC. The Services may also include Features provided by third parties through an application programming interface (API) of such third party. PreVu LLC has no control over, assumes no liability for any loss, damage or harm arising from: (a) the privacy policies or other practices of such third parties; or (b) the content or availability of any such websites or Features, and PreVu LLC does not endorse any materials available from such websites or Features. PreVu LLC encourages you to be aware when you leave the Services. You should read the terms and conditions and privacy policy of each third-party website and Feature before you provide them with your personal information or other Content. You are responsible for complying with the terms of all such third-party websites and Features.

7. OPEN SOURCE AND ADDITIONAL SOFTWARE COMPONENTS

The Services may contain certain open source code or additional software components that may be subject to additional specific license terms (“Third Party Components”). In accepting this Agreement, you also agree to be bound by these license terms with respect to the aforementioned Third Party Components. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. This Agreement does not apply to any Third Party Components accompanying or contained in the Services and PreVu LLC disclaims all liability related thereto. You acknowledge that PreVu LLC is not the author, owner or licensor of any Third Party Components, and that PreVu LLC makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. The relevant Third Party Components contained in the Services and the licenses applicable to them can be found under the Settings section in each App in Android, or under the Settings in your iOS device, when you navigate to each App, as may be updated from time to time.

8. DISCLAIMER OF WARRANTIES USE OF THE SERVICES IS AT YOUR OWN RISK.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, LICENSORS, AGENTS AND AFFILIATES (COLLECTIVELY, THE “PREVUE PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, OR THAT ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE.

WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS IN ANY WAY; (B) THE SERVICES WILL BE FREE FROM MALWARE, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; AND/OR (C) THE CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, LAWFUL, OR NON-INFRINGING. NO ORAL OR WRITTEN REPRESENTATION, ADVICE OR STATEMENT MADE BY US OR ON OUR BEHALF, WHICH IS NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND. ANY HOW-TO GUIDES OFFERED ARE FOR YOUR INFORMATION ONLY, AND YOU MAY NOT RELY ON THEM FOR ANY ACADEMIC, VOCATIONAL OR PROFESSIONAL CERTIFICATION.

9. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PREVUE PARTIES SHALL NOT BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR ANY:

10.1. INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGES;

10.2. LOSS OF PROFIT, BUSINESS, ANTICIPATED SAVINGS, OR OPPORTUNITY;

10.3. LOSS OF, OR DAMAGE TO, ANY CONTENT, REPUTATION, OR GOODWILL; AND/OR

10.4. COSTS OR EXPENSES OF PROCURING SUBSTITUTE GOODS OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMBINED AGGREGATE LIABILITY OF ALL PREVUE PARTIES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO HALF THE FEES YOU PAID US (IF ANY) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF PREVUE PARTIES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, COSTS, OR EXPENSES; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY LIABILITY. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

12. TERMINATION

12.1. Termination by PreVu LLC. PreVu LLC reserves the right, without notice and without liability, to suspend and/or terminate this Agreement at any time, whether for cause (for example if you breach this Agreement) or for convenience (for example if PreVu LLC is discontinuing Services).

12.2. Termination by You. You may terminate this Agreement at any time, via the functionality offered or by canceling your Account. In such cases, termination will take effect immediately, unless you have a current Paid Subscription in which case termination shall take effect at the end of the then-current Billing Cycle, and you will not be charged for the subsequent Billing Cycle.

12.3. Effect of Termination; Survival. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities that accrued as of the effective date of termination. Upon termination of this Agreement: (a) the Subscription and access to the Services will terminate, and (if applicable) you must uninstall the App from your device; and (b) your Account and related access credentials shall be terminated, and you shall be responsible for backing up your Account Content, and PreVu LLC shall not be required (unless required by applicable law) to retain any Account Content. Any provision of this Agreement that should survive termination, shall survive, as shall Sections 4 (Intellectual Property) and 7 (Disclaimer of Warranties) through 12 (General Legal Terms) inclusive.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement, as well as non-contractual claims, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

In the event of any claim, dispute or controversy in connection with this Agreement (a "Dispute"), such Dispute shall be resolved exclusively by arbitration in accordance with Schedule A (Mandatory Arbitration) below.

However, if the Dispute is not subject to arbitration (either because you opted-out of the arbitration in the manner described in Schedule A, or because a court of competent jurisdiction determined that the agreement to arbitrate does not apply to you or the Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of:

13.1. If you are a resident of the United States: the competent courts located in New York County, New York, and both you and PreVu LLC hereby irrevocably submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue; or

13.2. If you are not a resident of the United States: the competent courts located in Tel Aviv-Jaffa, Israel, and both you and PreVu LLC hereby irrevocably submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.

Regardless of any law to the contrary, any claim you may have arising under, or otherwise in connection with this Agreement, must be filed within ONE (1) YEAR after such claim arose, or else you agree that such claim will be barred forever.

If you are a consumer (as defined in the law of your jurisdiction), this Agreement is not intended to, and shall not, exclude or limit any mandatory rights you may have under the consumer laws of your jurisdiction.

14. GENERAL LEGAL TERMS

14.1. Entire Agreement. This Agreement (together with its Schedules) represents the entire agreement between PreVu LLC and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements and understandings between you and PreVu LLC with respect to such subject matter. You confirm that in entering into this Agreement you have not relied on any statement or representation not expressly set out in this Agreement, such as statements and explanations in any FAQs or other marketing material on the PreVu LLC website. The section headings in this Agreement are for convenience only and may not be used for interpretive purposes.

14.2. Agreement Modifications by PreVu LLC. PreVu LLC reserves the right, from time to time and in its discretion, to make changes to this Agreement (each, "Agreement Modifications"). The modified Agreement will either be posted online, within the Services, and/or notified to you via email or your Account. (In any case, we encourage you to regularly check the latest version of the Agreement. The effective date of the Agreement Modifications will be ten (10) days after posting the modified Agreement or notifying you of it, as described above, unless a different date is specified. If you do not agree to the Agreement Modifications, your sole remedy, and our sole obligation and liability, is for you to terminate this Agreement. Otherwise, your continued access or use of the Services shall constitute your acceptance of the modified Agreement.

14.3. Age Representation. You represent that you are of legal age in your jurisdiction to form a binding contract, but in any event at least thirteen (13) years old. Children under the age of thirteen (13) are not permitted to use any of the Services. If you are between thirteen (13) and eighteen (18) years old, you must review this Agreement with your parent or guardian, have him/her accept it on your behalf, as well as approve your use of the Services.

14.4. Language; Electronic Contract. The language of this Agreement is in the English language only. You hereby irrevocably waive any law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

14.5. App Download from App Marketplace. If you are downloading the App from a third party app distribution platform or marketplace, such as Apple's App Store, Google's Google Play, or the Amazon Appstore for Android (each, an "App Marketplace"), please be aware that the App Marketplace may have additional rules which also govern your use of the App.

14.6. Assignment. PreVu LLC may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, without notice, and without any other restriction. PreVu LLC may, from time to time and at its discretion, subcontract performance of its obligations under this Agreement (for example, hosting and processing of Web Services may be done by third party cloud service providers). This Agreement is personal to you, and you may not assign or transfer this Agreement (or any of your obligations or rights hereunder) without PreVu LLC's express prior written and signed consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall bind and benefit each party and its respective successors and assigns (for example, the Moral Rights waiver and the Account Content License also benefit PreVu LLC's successors and assigns). At PreVu LLC's discretion, any PreVu LLC obligation hereunder may be performed, and any PreVu LLC right or remedy may be exercised, by a subsidiary and/or affiliate of PreVu LLC (each, an "Affiliate").

14.7. Severability. If any provision of this Agreement (for example, the provisions of Section 10 (Governing Law; Dispute Resolution) or Schedule A (Mandatory Arbitration)) is held by a court to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) you and PreVu LLC agree that the court making such determination shall have the power to change the provision to make it legal, valid and enforceable and that most closely approximates the original intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted with a valid, legal and enforceable provision that most closely approximates the original intent and economic impact of such provision.

14.8. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy of a party under this Agreement shall be exclusive of any other right or remedy under this Agreement, at law or in equity.

14.9. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by PreVu LLC, the writing must be signed by an authorized representative of PreVu LLC), and shall be valid only in the specific instance in which given.

14.10. Relationship of the Parties; Third Party Beneficiaries. No agency, partnership, joint venture or employment relationship is intended or created by this Agreement, and the relationship of the parties is solely that of independent contractors. Except as provided otherwise in this Agreement (for example, as regards rights of PreVu LLC's Affiliates) neither party intends that any third party will be a beneficiary of or entitled to rely on any part of this Agreement.

14.11. Notices. You agree that PreVu LLC may send you notices by email, as well as provide you notices within the Services. Except as stated otherwise in this Agreement or required by applicable law, you agree to send all notices to PreVu LLC, to: the.prevue.app@gmail.com.

14.12. U.S. Government Rights. The Services are "commercial computer software" and any Services-related documentation is "commercial computer software documentation", pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If you are an agency, department, employee or other entity of the United States Government, then your access to and use of the Services shall be subject solely to the terms and conditions of this Agreement.

14.13. Export Compliance. You must comply with any applicable export control laws. You represent and warrant that: (a) you are not a resident of a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) your country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to us.

14.14. Data Backup. The Services are not intended to, and will not, operate as a data storage or archiving service, and you agree not to rely on the Services for the storage of any of your Account Content whatsoever. You are solely responsible and liable for the maintenance and backup of all your Account Content. You also acknowledge that certain Account Content (including without limitation personal information) may be saved to or stored on your Device (even if we do not collect that Account Content).

SCHEDULE A

Mandatory Arbitration

PreVu LLC wants to address your concerns without the need for a formal legal dispute. Before filing a claim against PreVu LLC, you agree to try to resolve the Dispute informally by contacting the.prevue.app@gmail.com. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you may initiate proceedings, as set forth in this Schedule A.

You and PreVu LLC agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:

(a) each party retains the right to bring an individual action: (i) in a small claims court located in your county of residence (or in New York County, New York if you meet the requirements of such court), if you are a resident of the United States, (ii) through a small claims process in the courts of London, England or Dublin, Ireland, if you are a resident of the European Economic Area (EEA), or (iii) in the small claims court in Tel Aviv-Jaffa, Israel, if you are neither a resident of the United States nor the EEA;

(b) each party retains the right to seek equitable relief to protect any Intellectual Property Rights, in any court of competent jurisdiction; and

Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is included in this document.

If you are a resident of the United States: Unless you and PreVu LLC expressly agree otherwise in writing, the arbitration shall take place in-person (except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means) in New York City, New York. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), before a single arbitrator and in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures(“JAMS Streamlined Rules”), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”) (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.

If you are not a resident of the United States: Unless you and PreVu LLC expressly agree otherwise in writing, the arbitration shall take place in-person in Tel Aviv-Jaffa, Israel, except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means. The arbitration will be administered by the Center of Arbitration and Dispute Resolution (www.israelcourts.co.il) ("CADR"), before a single arbitrator and in the English language, in accordance with its then-current rules and in accordance with the Israeli Arbitration Law, 5728-1968, as amended, and as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides.

The arbitrator’s decision must be in writing, and will include the essential findings and conclusions upon which the award is based. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and PreVu LLC in any court in a proceeding to vacate or enforce an arbitration award, YOU AND PREVUE HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the plaintiff's/claimant’s individual claim.

Regardless of who initiates arbitration for a Dispute, you will always remain responsible for your costs relating to counsel, experts, witnesses, and travel to the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the JAMS or CADR rules (as applicable). If you are an individual and have not accessed or used the Services on behalf of an entity, we will reimburse those fees for claims where the amount in dispute is less than $10,000 (unless the arbitrator determines the claims are frivolous), and we will not seek attorneys’ fees and costs in arbitration (unless the arbitrator determines the claims are frivolous). If PreVu LLC initiates an arbitration for a Dispute, PreVu LLC will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services.

All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only to the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court any information necessary to enforce an arbitration award, or to seek equitable relief.

YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS OR CADR RULES, AS APPLICABLE) PERMIT OTHERWISE:

(a) YOU AND PREVUE ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EXAMPLE, AS A CLASS REPRESENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY; AND

(b) NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE.

OPT-OUT: You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing the.prevue.app@gmail.com within thirty (30) days after the date you agree to this Agreement for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply, and you will not be permitted to invoke this agreement to arbitrate to resolve any Dispute with PreVu LLC.

To the extent any provision of this Schedule A is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, you and PreVu LLC agree that the provisions of Section 11.7 (Severability) shall apply.

SCHEDULE B

PreVu LLC Community Guidelines

You may not access or use the App for any purpose other than that for which we make the App available. The App may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the App, you agree not to:

Systematically retrieve data or other content from the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the App and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the App.
Use any information obtained from the App in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the App in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the App.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the App or the networks or services connected to the App.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the App to you.
Attempt to bypass any measures of the App designed to prevent or restrict access to the App, or any portion of the App.
Copy or adapt the App’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the App.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the App, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the App.
Make any unauthorized use of the App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the App as part of any effort to compete with us or otherwise use the App and/or the Content for any revenue-generating endeavor or commercial enterprise.

SCHEDULE C

Account Content License & Content Rules

A. ACCOUNT CONTENT LICENSE

1. Account Content License to PreVu LLC. You hereby grant PreVu LLC and all PreVu LLC Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully-paid, sublicensable (through multiple tiers of sublicensees), irrevocable and perpetual license (the “Account Content License”), in any media format and through any media channels, to store, access, process, distribute, host, translate, reproduce, edit, adapt, modify, republish, promote, publicly perform, publicly display, create derivative works of, and otherwise use your Account Content, including your or any third-party name, voice, image, likeness, and/or other identifying information as contained in your Account Content:

(a) to perform under this Agreement, including without limitation to provide you with the Services and any technical support;

(b) to use, display, reformat, and distribute your Account Content through the Services, including making it available to other users;

(c) on an aggregated or otherwise anonymous basis, for improving the App, for analytics, and/or generally for research and development;

(d) to promote the Services and/or PreVu LLC;

(e) to identify and credit you by your username, handle, or PreVu LLC or other social media username as the contributor of your Account Content within the Services or any publication, website, media, or technology now known or later developed in connection with your Account Content; and/or

(f) in any other manner, to be determined in PreVu LLC’ sole discretion.

2. Account Content License to other Users. You hereby grant each user of the App a non-exclusive license to access your Account Content through the App and to process, distribute, host, translate, reproduce, edit, adapt, modify, republish, promote, publicly perform, publicly display, create derivative works of, and otherwise use such Account Content as permitted through the functionality of the App and under this Agreement. The Account Content License shall survive any termination of this Agreement. You represent and warrant that you have obtained and will maintain during and after any termination of this Agreement, any and all licenses, permissions, consents, approvals, and authorizations required for granting the Account Content License. The Account Content License shall be effective without the need for any licensed party to seek your approval for use of any of your Account Content.

3. Account Deletion. If you choose to delete your Account, your Account Content shall be removed from the App. Notwithstanding the foregoing, you agree that PreVu LLC may continue to retain, access, process, distribute, host, translate, reproduce, edit, adapt, modify, republish, promote, publicly perform, publicly display, create derivative works of, and otherwise use your Account Content indefinitely in the following cases: if you have shared your Account Content in accordance with the App functionality and this Agreement, and/or if PreVu LLC has displayed your Account Content in the App, PreVu LLC’ social media channels, PreVu LLC’ products, or it is included in third-party or print content, etc.

SCHEDULE D

Prohibited Uses

You must not do (or permit or encourage to be done) any of the following, in whole or in part: (a) copy, "frame" or "mirror" the Services; (b) sell, assign, transfer, lease, sublicense, or otherwise distribute or make available the Services to any third party (such as offering it as part of a time-sharing or service bureau environment); (c) publicly perform, display or communicate the Services; (d) modify, adapt, arrange, or translate the Services; (e) decompile, disassemble, decrypt, reverse engineer, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of the Services; (f) remove, alter, or conceal any copyright, trademark or other proprietary rights notices displayed in the Services; (g) circumvent, disable or otherwise interfere with security-related features of the Services, or publicly identify any security vulnerabilities in them; (h) make a derivative work of the Services, or use them to develop any service or product that is substantially similar to it; (i) store or transmit any robot, malware, Trojan horse, or similar malicious item (for example, by way of Account Content) intended (or that has the potential) to damage or disrupt the Services; (j) employ any hardware, software or technique to pool connections, devices or users that use the Services (sometimes referred to as 'virtualization', 'multiplexing' or 'pooling') in order to circumvent any limitations or conditions on the scope of your Subscription; (k) forge or manipulate identifiers in order to disguise the origin of any Account Content or impersonate any person or entity, or make any false statement pertaining to your identity or affiliation with any person or entity; (l) take any action that imposes (as determined in PreVu LLC' discretion) an unreasonable or disproportionately large load on the servers or other cloud infrastructure which operate or support the Services, otherwise systematically abuse or disrupt the integrity of such servers or infrastructure, or send automated queries; (m) engage in any activity that constitutes or encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any applicable law, including without limitation laws governing privacy, defamation, spam, and copyright; (n) cause or launch any programs for the purpose of scraping, indexing, or otherwise data mining any portion of the Services, or use robots, crawlers and similar applications to collect and compile Content from the Services, or send data to or from the Services for the purposes of competing with the Services or in such ways that may impair the Services' functionality; (o) display or embed Content from the Services (including without limitation by any software, Feature, gadget or communication protocol), which alters the Content or its design; (p) collect or process personal information regarding the Services' users, without their prior explicit consent, or threaten or intimidate other users of the Services; (q) link to the Services from web pages or applications that contain pornographic Content or Content that encourages racism or wrongful discrimination; (r) include in any Account Content information which may be considered as identifying a minor (or information enabling contact of minors), or which violates a person's privacy rights or publicity rights, which is threatening, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable, or which constitutes unsolicited commercial communications ('spam') or pyramid schemes; and/or (s) with respect to Music Content: (1) use any Music Content in TV or SVOD, AVOD, FVOD or OTT productions, radio or podcast productions, feature films, vignettes or theme songs, corporate identification material (i.e. sound logos) or advertisements or commercials (i.e., productions published within paid media space, including, but not limited to, TV, cinema, radio or podcast commercials, out-of-home displays and online pre/mid/post-rolls; (2) use Music Content with material that is defamatory, illegal or inciteful of an illegal act, immoral, hateful or discriminating against any person, constitutes encouragement of violence or use of weapons, or that otherwise violates any rights of anyone associated with the Music Content or any third party; (3) make available, or in any way exploit the Music Content for the purpose of making Music Content (in whole or in part) available, on a stand-alone basis (i.e., not being synchronized with your Account Content), or repackage the Music Content, or upload or use it (in whole or in part) as for example audio samples, sound libraries, or in Content ID or any other similar music recognition system for any purpose and/or in any way use, distribute, or otherwise exploit the Music Content as your property; and/or (4) incorporate any of your Account Content containing Music Content in a software application or video game.