End User license Agreement

This document sets forth the terms and conditions that apply to your use of the Feedfall web platform and software.

End User License Agreement

This End User License Agreement ( “Agreement”) is effective as of the date you accept it or first use the Software. This version of the Agreement replaces and supersedes any prior terms of use applicable to the application, software, and services known as Feedfall including any accompanying documentation, read-me files, or other files (collectively the “Software”).

The Software is owned by Nullable, Inc. ( “Nullable”, “we”, “us” and “our”, as applicable). Nullable and its affiliates, provide this Software and related services to you (the “user”, “you”, and “your”, as applicable), the user of the Software subject to your acceptance of and compliance with this Agreement. Please read the terms contained herein carefully before using the Software and/or the services associated therewith.

NULLABLE PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY (“ORGANIZATION”), YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION AND BIND THE ORGANIZATION TO THESE TERMS. IF YOU OR YOUR ORGANIZATION DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, NULLABLE WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT ACCESS OR USE THE SOFTWARE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED, WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE, UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF NULLABLE'S SOFTWARE.

Changes to this Agreement

1. We reserve the right, in our sole discretion, to revise this Agreement at any time. Any changes to these terms will be posted to the Software and/or included in a revised version of this Agreement accessible through our website located at www.feedfall.com. Your use of the Software and any related services following posting of any changes to this Agreement constitutes your unconditional acceptance and agreement to be bound by the changed terms. You must cease using the Software if you do not agree to be bound by the revised terms and conditions.

General Use and Software License

2. We grant you a limited, nonexclusive and revocable license to make use of the Software. You may not include post, upload or otherwise publish the Software or related materials to any other website, mobile application, or software. This license does not include any rights not specifically enumerated herein. You agree to use the Software only for lawful purposes and in accordance with the terms and conditions contained herein.

3. Without altering the scope of the license, and except as expressly provided for in this Agreement, this license does not include the right (a) to modify, adapt, translate, copy, reproduce, imitate, distribute, publish or resell the Software or any related materials, including but not limited to the trademarks and copyrights of Nullable, and its affiliates, or to make derivative use of the Software, or its content; (b) to bypass any technical measures used to prevent or restrict access to any portion of the Software; (c) to reverse engineer, decompile or disassemble the Software, or to convert into human readable form any of the contents of Software not intended to be so read, including but not limited to using or directly viewing the underlying code for the Software; (d) to use any data mining, robots, or similar automated data gathering and extraction tools to access the Software; (e) to compromise or attempt to compromise the integrity of the Software; (f) to interfere with or attempt to interfere with the proper working of the Software; (g) to alter or modify, or attempt to modify, any part of the Software; or (h) to attempt to gain unauthorized access to any portion of the Software, or any systems or networks connected to the Software through hacking, cracking, mining, phishing or any other means.

4. You agree not to use the Software for any purpose that is unlawful or prohibited by the Agreement or to solicit the performance of any illegal activity, to stalk or harass other users of the Software, or to engage in any other activity which infringes the rights of Nullable or any other third parties. You agree not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Software or any systems or networks connected to the Software.

5. You acknowledge that your use of the Software is at our sole discretion, and your license to use the Software may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of this Software. Following termination of this license, the terms of this Agreement shall still apply to the extent practicable.

Intellectual Property Rights

6. Unless otherwise noted, all content associated with the Software, including images, illustrations, designs, icons, photographs, video clips, text and other material, is the property of Nullable or its suppliers, licensors, partners or affiliates and is protected by United States and international copyright laws. All content on the Software is either the property of Nullable or is used by us with the permission of its owner. The compilation of the Software is the exclusive property of Nullable and is protected by United States and international copyright laws. You agree that you will not take any actions inconsistent with Nullable’s ownership of the Software and its content.

7. The trademarks, logos, and service marks displayed by the Software are owned by Nullable and other third parties, and the trade dress of the Software is owned by Nullable. All trademarks not owned by Nullable are the property of their respective owners, and, where used by Nullable, are used with permission. Nothing contained in Software may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark. Nullable’s trademarks and/or trade dress may not be copied, imitated or used, in whole or in part (including use in metatags or in hidden text), without prior written permission. You agree that you will not take any actions inconsistent with Nullable’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on the Software.

8. Any unauthorized use of the Software’s contents or materials is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

Use Responsibility

9. You are responsible and liable for all use of the Software stemming from this license. Specifically, and without limiting the generality of the foregoing, you and the Organization are responsible and liable for all actions and failures to take required actions with respect to the Software by its authorized users or by any other person to whom you or an authorized user may provide access to or use of the Software, whether such access or use is permitted by or in violation of this Agreement.

User Activity

10. You understand that by using the Software, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Software.

11. The opinions expressed in postings or other content displayed on the Software are not necessarily those of Nullable or its advertisers, sponsors, affiliated or related entities. We make no representations or warranties regarding any information or opinions displayed on, posted to, or otherwise included on or transmitted through the Software. We do not represent or guarantee the truthfulness, accuracy, or reliability of any third party content or determine whether this content violates the rights of others. You acknowledge that any reliance on material posted by other users will be at your own risk.

Privacy Information

12. Nullable provides the Software free of charge. In exchange for your license to use the Software, you consent to our collection, use, and processing of such of your Organization’s Workplace by Facebook data that you elect to allow. Our use of such data will be as narrow in scope as possible that will still allow the Software to perform as designed.

13. You acknowledge, consent and agree that Nullable may also access, preserve and disclose your account information and any content you submit if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with the legal process; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Nullable, its affiliates, personnel, other users and the public.

14. You hereby represent and warrant that your Organization: (i) has obtained all necessary permissions and documents, including consent forms, licenses, agreements, and certifications, necessary to transfer data to Nullable as described in this Agreement and necessary for Nullable and the Software to perform its duties and exercise its rights under this Agreement in a manner consistent with law and the provisions of this Agreement; and (ii) complies with all applicable laws for processing and transferring data to Nullable. You and your Organization agree to hold Nullable harmless from and against any and all claims or adverse consequences of any kind any party may suffer or incur or be subject to in connection with, relating to, caused by or attributable to any breach of this provision or use of the Software.

Links to Third Party Sites

15. The Software may contain links to third-party materials and other resources, which we may have no direct control over, and all of which may have their own set of rules and guidelines for usage of their sites and services. We have not reviewed the accuracy of the content of any linked third party materials. No endorsement of any such linked third party site is made, either express or implied. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and that we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such site or resource. Use of such links is at your own risk.

Export Controls

16. To the extent applicable, the Software is subject to United States Export Controls. The Software may not be downloaded or exported (i) into, or to a national or resident of, any other country to which the United States has embargoed goods; or (ii) to anyone to the United States Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or any such list.

Disclaimer of Warranties; Indemnification; Resolution of Disputes

17. Nullable may provide the Software and the associated goods and services in connection with one or more affiliated companies and third party agents. Any terms and conditions related to the disclaimer of warranties, your obligation to indemnify Nullable, and your available remedy in the event of any dispute apply equally with respect to these affiliated companies and agents.

18. THIS SOFTWARE AND ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY NULLABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. NULLABLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SOFTWARE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SOFTWARE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NULLABLE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, NULLABLE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE CURRENT OR ERROR-FREE. NULLABLE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SOFTWARE. NULLABLE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR THEIR SERVERS ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS OR COMPUTER CODE THAT MAY BE TRANSFERRED TO YOUR COMPUTER OR MOBILE DEVICE WHEN DOWNLOADED. IF YOUR USE OF THE SOFTWARE, OR OF THE CONTENT CONTAINED THEREIN, RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT OF EQUIPMENT OR DATA, NULLABLE IS NOT RESPONSIBLE FOR THOSE COSTS.

19. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SOFTWARE, AND ANY ASSOCIATED SERVICES IS SOLELY AT YOUR OWN RISK. NULLABLE DOES NOT WARRANT OR GUARANTEE THAT ITS SERVICES WILL PROVIDE ANY DESIRED RESULT, THAT THE SOFTWARE, SERVERS OR EMAILS SENT BY OR ON BEHALF OF NULLABLE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, NULLABLE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SOFTWARE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND NULLABLE, OR BETWEEN YOU AND ANY OTHER USER OF THE SOFTWARE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.

20. NULLABLE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, OR THE ASSOCIATED SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF NULLABLE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, NULLABLE WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THE SOFTWARE OR FROM YOUR DOWNLOADING OF ANY MATERIALS FROM THE SOFTWARE, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON NULLABLE’S COMPUTERS AND/OR SERVERS. NULLABLE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF NULLABLE’S GOODS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NULLABLE, ITS PARENT, SUBSIDIARIES OR AFFILIATES — WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY — ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE EXCEED $5.

21. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

22. You agree to indemnify, defend and hold harmless Nullable, its subsidiaries, agents, distributors and affiliates, and their officers, directors and employees, from and against any claim, demand, damages, cost and expenses, including reasonable attorney fees, arising from or related to your use of the Software and the services provided in connection with the Software, or your breach of any provision of this Agreement or any warranty provided hereunder.

General Information

23. This Agreement represents the entire understanding between us regarding your use of the Software, and supersedes all other agreements, express or implied, between us. This Agreement shall not be modified except as provided for herein or except in writing, signed by an authorized representative of Nullable. If any provision of this Agreement is determined to be invalid or unenforceable for any reason whatsoever, the remainder of this Agreement shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of this Agreement. Nullable’s failure to act with respect to a breach of this Agreement by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under this Agreement.

24. This Agreement is governed by, and construed in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of law. You hereby agree that any controversy or claim arising out of or relating to this contract or the breach thereof, shall be settled by binding arbitration in Franklin County Ohio. You hereby consent to the exclusive jurisdiction and venue of the courts of the State of Ohio located in Franklin County or, if appropriate, a United States District Court for the Southern District of Ohio for any other residual claims. In the event of arbitration or litigation arising out of or relating to this contract, or the services provided under this agreement, the prevailing party shall be entitled to recover attorney’s fees, and all other related and reasonable expenses incurred in such arbitration or litigation, from the other party.

25. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

26. Any rights not expressly granted herein are reserved.

Contact Information

If you have any questions or suggestions regarding these terms and conditions, please contact us at:

contact@feedfall.com