noa Shop

WEBSITE AND APPLICATION TERMS OF USE

Last Updated: [9/28/2021]

Project Noa, Inc. (“Noa”) provides, owns, maintains, or operates (as the case may be) the Project Noa Consumer App (and other smartphone, device, or electronic applications or tools) (collectively, the “App”) and the Project Noa websites located at noa.shop and projectnoa.com (collectively, the “Website,” and together with the App, the “Electronic Platforms”).

The Electronic Platforms are made available to you, the user (“you” or “your”), for your informational, noncommercial use, and subject to the following Website and Application Terms of Use (these “Terms”). For the purpose of these Terms, references to “we,” “us,” and “our” include Noa and its affiliates, subsidiaries, agents, representatives, successors, and assigns. Using the Electronic Platforms to evaluate whether to enter into a business relationship with us will not constitute a commercial use for the purposes hereof. It is a violation of these Terms for you to use the Electronic Platforms in violation of any applicable laws and regulations or in violation of the rules of any of our service providers. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND US. YOU MAY NOT USE THE ELECTRONIC PLATFORMS IF YOU DO NOT AGREE TO THESE TERMS.

SECTION 1. ELECTRONIC PLATFORMS & SERVICES.

1.1 License Grant for Use of the Electronic Platforms.

(a) Subject to your compliance with these Terms and all applicable international, federal, state and local laws, rules, and regulations, we grant you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, license to access and use the Electronic Platforms solely in connection with your own personal use of the services provided therein and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use.

(b) You may only access and use the Electronic Platforms on devices that you own or control, and you may not use the Electronic Platforms on devices where you do not have all necessary permissions and rights to use the Electronic Platforms. You acknowledge that these Terms are effective and binding between you and us only and do not apply to Apple Inc. or Google LLC (collectively, the “App Providers”).

1.2 Third Party Services; Delivery Services.

(a) You acknowledge that any goods or services displayed on the Electronic Platforms are provided by third party merchants, restaurants, or retailers (the “Merchants”). Noa does not guarantee that the price offered for any goods or services provided by such merchants via the EPS will remain unchanged over time. THE GOODS AND/OR SERVICES PROVIDED BY THE MERCHANTS ARE OFFERED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY GOODS OR SERVICES OFFERED BY ANY THIRD PARTY UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY.

(b) You acknowledge that the purpose of the Electronic Platforms is to facilitate your connection with goods and/or services offered by the Merchants, which may include payment reimbursement, returns, refunds, and customer support. Except for any adjustments at the balance of LABOR Coin in your Digital Wallet (as further provided for herein), all refunds and returns will be handled by the Merchants in accordance with each Merchant’s applicable return policy. Noa has no obligation to intervene in the refund or return process in any way but may do so in our sole discretion. Abuse of any Merchant’s return policy may result in an exercise of our rights under SECTION 4(c).

(c) We may provide (via the Electronic Platforms or through agreements with Merchants) access to certain delivery, shipping, and/or logistics services. Such delivery, shipping, and/or logistics services will be performed by third party providers (“Drivers”). BY USING THE ELECTRONIC PLATFORMS, YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THESE TERMS WILL BE CONSTRUED AS NOA ACTING AS A PROVIDER OF TRANSPORTATION, LOGISTICS, OR DELIVERY SERVICES, AS A TRANSPORTATION OR PROPERTY CARRIER, OR AS A COMMON OR MOTOR CARRIER. UNLESS OTHERWISE EXPRESSLY NOTED, ANY GOODS OR SERVICES PURCHASED FROM MERCHANTS THROUGH THE ELECTRONIC PLATFORMS WILL BE DELIVERED AND/OR PERFORMED BY DRIVERS.

(d) YOU ACKNOWLEDGE AND AGREE THAT ALL DRIVERS, MERCHANTS, AND OTHER THIRD PARTY PROVIDERS WITH WHICH NOA CONTRACTS) ARE INDEPENDENT CONTRACTORS AND ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF NOA IN ANY WAY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY SAFETY RELATED EFFORT, FEATURE, PROCESS, POLICY, STANDARD, OR REGULATION UNDERTAKEN OR ADOPTED BY NOA IN THE INTEREST OF PUBLIC SAFETY (WHETHER OR NOT REQUIRED BY APPLICABLE LAW), WILL NOT BE AN INDICATOR OF AN EMPLOYMENT OR AGENCY RELATIONSHIP BETWEEN NOA AND ANY INDEPENDENT THIRD PARTY PROVIDER.

1.3 Consent to Receive Text Messages, Telephone Calls.

(a) By using the Electronic Platforms, you acknowledge and agree that we may contact you by telephone or text message (including through an automated telephone dialing system and/or using an artificial or pre-recorded voice) at any phone numbers provided by you or on your behalf in connection with your Account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any goods or services through the App.

(b) You may opt out of receiving text messages from us at any time by following the instructions to opt out on any mobile device that is receiving the messages, by texting “STOP,” “CANCEL,” or “UNSUBSCRIBE” to +1 407 250 9530, or by contacting us as set out in SECTION 17. If you do not choose to opt out, we may contact you as set out in our Privacy Policy.

(c) You agree that we may contact you at any phone numbers provided by you or on your behalf in connection with your Account (including via text or voice-recorded message) or your email address in the case of suspected fraud or unlawful activity.

1.4 Digital Wallet; LABOR Coin.

(a) In connection with your use of our Electronic Platforms, you may be issued a digital token (“LABOR Coin”) which may be used for in-App purchases or redeemable for United States Dollars at the fixed rate of one (1) United States Dollar per LABOR Coin (the “Redemption Rate”). Any LABOR Coin, once successfully issued, will be immediately available for use in the App (as set out in SECTION 3, below) and/or redemption at the Redemption Rate. Any LABOR Coin issued to you will be stored in a proprietary digital wallet (the “Digital Wallet”). The Digital Wallet will be limited for use on our Electronic Platforms and, except for LABOR Coin, cannot be used to store other types of digital currency, digital tokens, or cryptocurrency.

(b) We may alter the rules, policies, terms, or procedures for issuance of LABOR Coin at any time in our sole discretion; provided, however, we will, to the extent practicable, notify you of such alterations in advance through the communication channels we ordinarily use to contact you.

(c) You acknowledge and agree that the use and/or redemption of any LABOR Coin may be limited to: (A) the geography in which the LABOR Coin was issued to you (e.g., LABOR Coin issued to you in connection with an in-App purchase in Los Angeles, California, may not be transferable for use in San Francisco, California); and (B) the local network of merchants, retailers, vendors, or restaurants maintained by Noa.

(d) By collecting, receiving, using, or redeeming LABOR Coin, you acknowledge and agree to the following:

 

(i) LABOR Coin is not legal tender, is not backed by the government, and accounts and value balances (including balances stored in your Digital Wallet) are not subject to Federal Deposit Insurance, Corporation or Securities Investor Protection Corporation (SIPC) protections;

(ii) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of LABOR Coin;

(iii) transactions in LABOR Coin may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

(iv) some LABOR Coin transactions will be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the associated transaction;

(v) the electronic nature of LABOR Coin may lead to an increased risk of fraud or cyber-attack; and

(vi) any technological difficulties experienced by Noa may temporarily prevent the access or use of your Digital Wallet and any associated LABOR Coin.

(e) If your Account (and the Digital Wallet associated therewith) is terminated, frozen, suspended, or otherwise rendered inaccessible because of our action to enforce these Terms, we may offer you the opportunity to redeem any outstanding LABOR Coin in your Digital Wallet at the Redemption Rate on terms to be provided by Noa at such time. You acknowledge and agree that any action we take in furtherance of the foregoing may permanently affect your ability to earn additional LABOR Coin or transact on the Electronic Platforms. You further acknowledge and agree that the making of any such redemption offer as described in this Section 1.4(e) does not and will not constitute any admission of fault, liability, or otherwise on the part of Noa and cannot be used by you in any litigation or proceeding for that purpose.

(f) If you do not access your Account (or the Digital Wallet associated therein) for a period of two (2) or more years, we may close your Account and return the outstanding balance of LABOR Coin associated therewith to the beneficiary you elect, to your bank account, or to your billing address on file. If the above information was not provided, we will escheat the outstanding balance of LABOR Coin to your state of residency or, if such information has not been provided by you, to the State of Florida. If required, we will send you a notice prior to escheating any LABOR Coin contained in your Account. If you fail to respond to such notice, any LABOR Coin in our possession will be escheated to the applicable state as set out above. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator. Any LABOR Coin affected by this paragraph (e) will first be redeemed for United States Dollars at the then applicable Redemption Rate prior to being transferred or escheated as the case may be.

SECTION 2. MODIFICATIONS.

We reserve the right to modify the Electronic Platforms and the rules and regulations governing the use thereof at any time, including, without limitation, these Terms. Modifications will be posted on the Electronic Platforms and the “Last Updated” date at the top of this webpage will be revised. You understand and agree that if you use the Electronic Platforms after the date on which the Terms have been updated, we will treat your use as acceptance of the updated Terms. We may make changes in the services described in the Electronic Platforms at any time without prior notice to you.

SECTION 3. PAYMENT

(a) You understand that your use of the Electronic Platforms may result in charges to you for the goods or services you receive (“Charges”). All Charges and payments will be made through the App. Unless otherwise noticed, Charges will include applicable taxes as required by law. Charges may include other applicable fees, product return fees, cancellation fees, restocking fees, estimated or actual tolls, and/or surcharges.

(b) Any Charges payable by you will be made by first deducting such Charges against the amount of LABOR Coin available in your Digital Wallet and then, only after the balance of LABOR Coin in your Digital Wallet has been depleted, against any payment method provided by you as set out in paragraph (c), below.

(c) Subject to SECTION 6(a), you will provide, through the Electronic Platforms, a preferred payment method that you designate for use with your Account. If the preferred payment method provided by you and designated in your Account is determined to be expired, invalid, or otherwise unusable, you agree that we may use any secondary or alternative payment method associated with your Account, if available. You acknowledge and agree that if we are unable to process a valid form of payment in connection with your use of the Electronic Platforms, the App, or any transaction undertaken therein, your ability to receive any goods or services through the Electronic Platforms will be affected. Unless otherwise determined by Noa in our sole and absolute discretion, all Charges paid by you are final and non-refundable.

(d) Noa uses Stripe to make redemption payouts to users. The Stripe Recipient Agreement applies to your receipt of such Payouts. To receive payouts from Noa, you must provide Noa accurate and complete information about you and your business, and you authorize Noa to share it and transaction information related to your payout with Stripe. Noa will not be responsible for making additional payments to Merchants due to missing or inaccurate information.

SECTION 4. RESTRICTIONS ON USE.

(a) You will not use the Electronic Platforms for any use other than the business purpose for which it was intended. You will not take any of the following actions with respect to the Electronic Platforms or the servers or infrastructure hosting the Electronic Platforms nor will you use our Electronic Platforms to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any content or use the Electronic Platforms in any manner that:

(i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, commercial or otherwise;

(ii) decompiles, reverse engineers, disassembles, derives the source code of, or decrypts the Electronic Platforms or any server or infrastructure hosting the Electronic Platforms;

(iii) manipulates or otherwise displays the Electronic Platforms by using framing, mirroring, or similar navigational technology or directly links to any portion of the Electronic Platforms;

(iv) uses any robot, spider, scraper or other automatic or manual means to access the Electronic Platforms or copies any content or information contained therein;

(v) removes, obscures, or alters any of Noa’s proprietary notices (including any notice of copyright or trademark) or proprietary notices of our partners, suppliers or licensors;

(vi) modifies, adapts, improves, enhances, or makes any derivative work from the Electronic Platforms;

(vii) disables, overburdens, impairs, or otherwise interferes with or interrupts the Electronic Platforms (and the services offered therein) or any hardware, software, system, or network enabling, hosting, executing, or connecting or connected with the Electronic Platforms;

(viii) probes, scans, or tests the vulnerability of or breaches the authentication measures of the Electronic Platforms or any related networks or systems;

(ix) interferes with any other party’s use and enjoyment of the Electronic Platforms;

(x) infringes the copyright, trademark, or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement;

(xi) compiles, uses, downloads, or otherwise copies any user information or any portion thereof, or transmits, provides, or otherwise distributes (whether or not for a fee) such information to any third party;

(xii) is fraudulent, malicious, unlawful, unauthorized, or contains defamatory or illegal information, images, materials, or descriptions (including, without limitation, manipulating or misusing the Electronic Platforms to fraudulently obtain LABOR Coin, using fraudulent funds to complete orders through the Electronic Platforms, or using the Electronic Platforms in any way that defrauds us, our partners, the Merchants, or our users);

(xiii) promotes or provides instructions for illegal activities;

(xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability;

(xv) disseminates viruses or other computer code, files, or programs that interrupt, destroy, or limit the functionality of the Electronic Platforms (or services provided therein);

(xvi) leverages the Electronic Platforms (or services provided therein) to gain (or attempt to gain) unauthorized access to any accounts, computer systems, or networks connected therewith whether through hacking, password mining, or any other means;

(xvii) accesses systems, data or information that we do not intend to be made accessible to you; or

(xviii) otherwise constitutes a breach of these Terms.

(b) By using the Electronic Platforms, you represent, warrant, and covenant (as applicable) that

(i) you are eighteen (18) years of age or older; and

(ii) you will comply with all applicable third party terms of service when using the App, including those promulgated by any App Provider, as set out more fully in SECTION 16.

(c) Actions We May Take if You Engage in Restricted Activities.

(i) Subject to Section 1.4(e), we reserve the right to limit or refuse any and all current or future access to our Electronic Platforms (or any portion thereof) for violations (or suspected violations) of these Terms, which may include, without limitation, temporarily freezing or permanently terminating your Account, limiting your access to or the functionality of the Electronic Platforms as related to you, refusing to process, cancelling, or reversing any transaction made by you on the Electronic Platforms.

(ii) In addition to the foregoing, we reserve the right to take any action that we deem necessary to ensure the security of the Electronic Platforms and your Account including, without limitation, changing your password or requesting additional information to authorize transactions on your Account.

SECTION 5. PRIVACY POLICY.

You may view a copy of our privacy policy here https://www.projectnoa.com/legal/privacy (the “Privacy Policy”), which explains our practices relating to the collection and use of your information through or in connection with our Electronic Platforms. The Privacy Policy is incorporated herein by reference and governs our use of your information and any information you submit or otherwise make available to us in connection with your use of the Electronic Platforms.

SECTION 6. REGISTRATION, ACCESS & SECURITY.

(a) In order to use the Digital Wallet, collect, redeem, or use LABOR Coin, or otherwise use our Electronic Platforms (or any of the services provided therein) you will be asked to create an account (or accounts) (your “Account(s)”). In order to create an Account, we will ask you to provide a form of government issued identification (e.g., driver’s license, passport, resident alien ID) and other account-related information, which may include your name, social security number, delivery and billing address, zip code, credit card or billing information, phone number, email address, username, password, and security questions and responses associated therewith (collectively, your “Account Data”). You agree to provide true, accurate, current, complete, and up-to-date Account Data. You agree to take such actions that we may require to verify your Account Data from time to time, including providing additional Account Data where requested. You acknowledge that failure to provide true, accurate, current, complete, or up-to-date Account Data may interfere with creation of your Digital Wallet and your ability to collect, redeem, or use LABOR Coin.

(b) You are solely responsible for keeping your Account Data confidential. Anyone with knowledge of or access to your Account Data or the security questions and responses associated therewith can use that information to gain access to your Account and your Digital Wallet. You are solely liable for any claims, damages, losses, costs, or other liabilities resulting from or caused by any failure to keep your Account Data confidential (including any loss of LABOR Coin stored in your Digital Wallet), whether such failure occurs with or without your knowledge or consent. You must promptly notify us of any suspected or actual unauthorized access to or use of your Account Data or any other breach of your Account security.

(c) You are responsible for providing and maintaining, at your own risk, option, and expense, any hardware, software, and communication lines required to access and use the Electronic Platforms. We reserve the right to change the access configuration of the Electronic Platforms at any time without prior notice.

SECTION 7. NO WARRANTIES.

THE ELECTRONIC PLATFORMS AND ALL MATERIALS ON THE ELECTRONIC PLATFORMS ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE ELECTRONIC PLATFORMS OR ANY SERVICES, PRODUCTS, INFORMATION, OPINIONS, AND MATERIALS AVAILABLE THEREIN. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION YOU OBTAIN FROM THE ELECTRONIC PLATFORMS BEFORE RELYING ON IT. USE OF THE ELECTRONIC PLATFORMS IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE ELECTRONIC PLATFORMS OR THE MATERIALS PROVIDED THEREIN WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11 BELOW, YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE ELECTRONIC PLATFORMS SHALL BE TO DISCONTINUE USING THE ELECTRONIC PLATFORMS. YOU ACKNOWLEDGE THAT, TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP PROVIDERS PROVIDE NO WARRANTY OR REPRESENTATION REGARDING THE APP.

SECTION 8. TRADEMARKS.

All trademarks, service marks, and logos that are used or displayed on the Electronic Platforms are owned by us or our licensors. You must obtain our written permission prior to using any trademark or service mark of ours. Unauthorized use of any trademarks, service marks or logos used on the Electronic Platforms may be a violation of state, federal, and international trademark laws. Additionally, our custom icons, graphics, logos, and scripting on the Electronic Platforms may be covered by trademark, trade dress, copyright, or other proprietary right law, and may not be copied, modified, or used, in whole or in part, without our prior written permission.

SECTION 9. REVIEWS, COMMENTS AND OTHER CONTENT.

If you post or submit any reviews, comments, photos, statements, ideas, questions, or other content, or any names or user names associated with any of the foregoing, to the Electronic Platforms or to us (collectively, the “Content”), you acknowledge and agree that all such Content will comply with these Terms (including, without limitation, SECTION 4 above), and you may not use any fake e-mail address or impersonate any other person or entity or otherwise mislead as to the origin of the Content. Unless we indicate otherwise, you grant us an irrevocable, perpetual, fully paid up, royalty-free, enterprise wide, worldwide license to copy, modify, sell, create derivative works from, or otherwise use the Content on any media and in any form for our business purposes. You represent and warrant that all Content that you submit or post complies with any applicable guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content you submit to the Electronic Platforms or us is accurate, truthful and non-deceptive and that all Content has evidence to back up the claims made.

SECTION 10. VIOLATION OF RULES AND REGULATIONS; DISCLOSURE OF INFORMATION.

We reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in the Electronic Platforms, including, without limitation, these Terms, including the right to block access from a particular Internet address to the Electronic Platforms. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, we reserve the right at all times to: (i) disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request; or (ii) edit, refuse to post, or to remove any information or materials, in whole or in part, as applicable, in our sole discretion.

SECTION 11. INDEMNITY.

You agree to indemnify, defend, and hold harmless Noa and Noa’s subsidiaries, affiliates, officers, agents, employees, contractors, partners, and licensors from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, due to, relating to, or arising out of: (i) your use of the Electronic Platforms (including your Digital Wallet); (ii) your violation of these Terms; (iii) any Content you provide; (iv) your negligence, fraud, or willful misconduct; (v) your Account; and/or (vi) your violation of any law or regulation or any rights of another. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.

SECTION 12. LIMITATION OF LIABILITY.

YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE ELECTRONIC PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, SERVICES, AND/OR PRODUCTS WE HAVE PROVIDED TO YOU ON OR THROUGH THE ELECTRONIC PLATFORMS, WHETHER OR NOT YOU HAVE PURCHASED OR PROVIDED ANY CONSIDERATION FOR SUCH, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE ELECTRONIC PLATFORMS; (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; (D) RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THE ELECTRONIC PLATFORMS; OR (E) WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE ELECTRONIC PLATFORMS OR RELATED INFORMATION OR PROGRAMS, THAT ARISE IN CONNECTION WITH: (1) MISTAKES OR OMISSIONS IN OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER; (2) INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE ELECTRONIC PLATFORMS; OR (3) VIRUSES. OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE APP, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN FIFTY UNITED STATES DOLLARS ($50.00). YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE APP WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS. BY ACCESSING THE ELECTRONIC PLATFORMS, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

SECTION 13. THIRD PARTY SITES AND APPS.

(a) Some links in the Electronic Platforms may navigate you away from the Electronic Platforms or redirect you to other websites, applications, or resources, including those operated by third parties (collectively, “Third Party Websites”). The linked Third Party Websites are not under our control and any content, opinion, or product displayed therein does not imply and should not be construed as our recommendation or endorsement. We are not responsible for the privacy practices or terms of use of any Third Party Websites. Nothing in these Terms is intended to modify any additional terms, policies, or agreements set out in any Third Party Websites. You should review and familiarize yourself with the privacy policies and terms of use of any linked Third Party Websites prior to using the same as such policies or terms may differ from ours.

(b) Any links to Third Party Websites are provided solely as a convenience to you. We have no duty to maintain links to any Third Party Websites and may alter or remove any such link at any time in our sole discretion.

(c) Access to any Third Party Websites is at your own risk. We are not responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any Third Party Websites or for any action you may take as a result of linking to any Third Party Websites.

SECTION 14. RIGHT TO MONITOR.

We reserve the right to actively monitor the use of the Electronic Platforms and use any information gathered during such monitoring for any permissible purpose under the Privacy Policy. Additionally, we may, at any time as we deem appropriate, remove any materials from the Electronic Platforms in our sole discretion.

SECTION 15. USE OUTSIDE OF THE UNITED STATES; CHOICE OF LAW; AND VENUE.

The Electronic Platforms are operated by us from our offices within the United States of America. We make no representation that the information in the Electronic Platforms is appropriate or available for use in other locations, and access to the Electronic Platforms from territories where the contents of the Electronic Platforms may be illegal is prohibited. Those who choose to access the Electronic Platforms from other locations do so on their own initiative and at their own risk and bear sole responsibility for compliance with applicable local laws. You represent and warrant that: (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. By using the Electronic Platforms, regardless of where you live or are located in the world, you consent to these Terms and any claims relating to the information, services or products made available through the Electronic Platforms will be governed by the laws of the State of Florida, U.S.A., excluding the application of its conflicts of law rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in Miami-Dade County, Florida.

SECTION 16. APP PROVIDER TERMS.

(a) You acknowledge and agree that the availability of the App may be dependent on the third party from which you received the App’s license (e.g., the Apple iPhone or Android app stores). You acknowledge and agree that these Terms are between you and us and not with the App Provider and that we are responsible for providing the Electronic Platforms, the App, and the services provided therein in accordance with these Terms.

(b) If you downloaded the App from the Apple app store (the “Apple App Store”), Apple and its subsidiaries are third-party beneficiaries of this Agreement. By using our App that was downloaded, installed, or otherwise obtained through the Apple App Store, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement (available at: https://www.apple.com/legal/macapps/stdeula/), for purposes of which you are “the end user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.

SECTION 17. CONTACT US.

If you have any questions about the Electronic Platforms, the App, or the services provided therein or these Terms, you can contact us through the App (if available) or at support@projectnoainc.com.

SECTION 18. MISCELLANEOUS

18.1 Relationship Between You and Us.

There is no fiduciary relationship between you and us. These Terms do not create a relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.

18.2 Time Limit on Claims Against Us.

You agree that any claim you may have arising out of or related to your use of the Electronic Platforms or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.

18.3 Assignment.

We may assign these Terms or any part of them without restriction or condition. You may not assign or otherwise transfer these Terms or your rights under these Terms without our prior written consent and any assignment by you in violation of this prohibition will be null and void.

18.4 Severability; Waiver.

If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions will continue in full force and effect. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

18.5 Our Remedies.

You agree that any violation or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

18.6 Electronic Communications; Notice to Us.

(a) Notice to You; Consent to Electronic Communications.

 

(i) By using the Electronic Platforms, you consent to receive communications from us electronically. We may communicate with you using the e-mail address we have on file for you (if any), sending you messages or notifications through our App, or by posting notices on the Electronic Platforms. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(ii) You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.

(b) Notice to Us.

(i) All notices required or permitted under these Terms to us will be in writing and sent by certified mail, return receipt requested, by reputable overnight courier, or by hand delivery.

(ii) Our notice address is 218 NW 24th Street #331, Miami, Florida, 33127. We may change our notice address by giving written notice to you by the means specified in (a), above.

(iii) Any notice sent in the manner sent forth above shall be deemed sufficiently given for all purposes hereunder (i) in the case of certified mail, on the second business day after deposited in the U.S. mail, and (ii) in the case of overnight courier or hand delivery, upon delivery.

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