Partnership Agreement

This partnership agreement contains the terms that govern your participation in the Game With Me Partnership Program (“Program”), which is operated by Game With Me, Inc., a Delaware corporation (collectively, “we,” “us,” “our,” or “Game With Me”). Any person or entity that participates or attempts to participate in the Program (such person or entity, “you” or a “Partner”) must accept this agreement without change.

By registering for the Program, you have agreed to the terms of this agreement, without change and have entered into a legal contract between you and Game With Me. The Game With Me Terms-of-Service Agreement (the “Terms of Service”) separately governs your use of the Game With Me Platform. If there is any conflict between this agreement and the Terms of Service, this agreement will take precedence. All capitalized terms not defined in this agreement have the respective meanings stated in the Terms of Service.

  1.  

    Description of the Program.

     

    The Program permits you to monetize the broadcasting, streaming, distribution, and exhibition of your User Contributions through the products, services, or programs described in this agreement.
  2.  

    Eligibility and Compliance

     

    1.  

      General Eligibility.

       

      As part of the enrollment process into the Program, you must submit a complete and accurate Program application (including all forms, documents, or certifications as may be required to satisfy any tax obligations with respect to payments under this agreement) and one piece of government-issued picture identification that contains the Partner’s or its owner’s full legal name and birth date for age and identity verification purposes. If you are an individual, you must be at least 18-years old. We will evaluate your application and notify you of its acceptance or rejection. We will determine your eligibility at our sole discretion. If we (a) reject your application or (b) terminate your account in connection with any violation or abuse, including any violations of the Terms of Service and the Community Guidelines, you cannot attempt to re-join the Program without our advance written authorization.
    2.  

      Live Content Exclusivity.

       

      Solely for any live audio-visual work you choose to provide to us as User Contributions (your “Live GWM Content”), starting from beginning of the Initial Broadcast of any such Live GWM Content and continuing for a period of 24 hours after the end of the Initial Broadcast of that Live GWM Content (the “Exclusivity Period”), that Live GWM Content is exclusive to Game With Me (even as to you). During the Exclusivity Period of any Live GWM Content, you will not, nor permit or authorize any third party to, broadcast, stream, distribute, exhibit, and otherwise make available that Live GWM Content in any manner. Despite the foregoing, you may make any Live GWM Content available, during the Exclusivity Period, solely via the Platform. After the Exclusivity Period of any Live GWM Content, the license to that Live GWM Content will become non-exclusive and you may broadcast, stream, distribute, exhibit, and otherwise make available that Live GWM Content in any manner and format desired by you. The “Initial Broadcast” means the initial broadcasting, streaming, distribution, or other exhibition of Live GWM Content via the Internet, whether that Live GWM Content is broadcast on a real-time, live basis as the subject event is occurring or that Live GWM Content has been prerecorded and is being initially broadcast for the first time via any manner or method of streaming.
    3.  

      Compliance Requirements.

       

      You will make sure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your Game With Me channel, is at all times complete and up-to-date. You must comply with this agreement, the Terms of Service, and the Community Guidelines, each as updated from time to time, to participate in the Program and to receive Program Fees (as defined below). Please read them carefully. You must promptly provide us with information that we request to verify your compliance with this agreement.
    4.  

      Violations.

       

      If you violate this agreement, the Terms of Service, or the Community Guidelines, in addition to any other rights or remedies available to us, we may withhold (and you acknowledge you will not be eligible to receive) Program Fees otherwise payable to you under this agreement, whether or not directly related to that violation.
  3.  

    Program Fees.

     

    You may be eligible to receive the following fees under this agreement as part of the Program (collectively, the “Program Fees”):
    1.  

      Tokens and Tipping.

       

      The Company, in its sole discretion, may make tokens available to users to present or otherwise use in your channel in chat or by other means. You will receive a sliding scale of 40% of member spend on all traffic driven from affiliate sources, 50% of member spend on all traffic generated by GameWithMe through SEO/SEM and general marketing and 70% of the member spend to you through organic marketing driven by the performer used by a viewer to tip you through chat, or other means (“Tokens Revenue Share”), in connection with it. Game With Me may adjust the Tokens Revenue Share from time to time, in its sole discretion, including for tokens received by users on a promotional basis, purchased in different local jurisdictions, or as otherwise required to prevent harm to Game With Me’s business interests. In addition, Game With Me, in its sole discretion, may determine not to provide you with Tokens Revenue Share for any use of tokens that is not consistent with the following prohibitions:
      1. Don’t solicit tokens in exchange for money or donations, and don’t request money or donations for Tokens.

      2. Don’t provide items, or specific professional services, that are associated with a monetary value in exchange for tokens.

      3. Don’t ask for items, or specific professional services, that are associated with a monetary value in exchange for tokens.

      4. Selling, offering to sell, trading, bartering, or transferring tokens to other Game With Me users in exchange for (a) real currencies; or (b) any other items of value whether inside or outside the Platform. Any attempted prohibited sale or transfer will be void.

      5. Using tokens as a bet or wager or soliciting or accepting tokens for a bet or wager.

      6. Use tokens to engage in any fraudulent, criminal, or other unauthorized activity, or soliciting or receiving tokens for any fraudulent, criminal, or other unauthorized activity. Keep in mind the Community Guidelines also apply to your use of tokens.

    2.  

      Special Programs.

       

      From time to time, we may run general special programs that may provide you with the opportunity to earn additional or alternative fees (“Special Program Fees”). We reserve the right to discontinue or modify all or part of any special program at any time. Your participation in any special program will be subject to your agreement to any terms, rules, or policies that we may require you to agree to in order to participate in that special program. If there is a conflict between this agreement and the terms, rules, or policies for any special program, the latter terms, rules, or policies will take precedence with respect to your participation in that special program. Payouts related to any prizes from Game With Me operated or owned tournaments are governed by the rules associated with that particular tournament; those are not considered special programs.
    3.  

      Channel Subscription Services.

       

      Game With Me has the exclusive right to offer, promote, and make available your User Contributions, in which those User Contributions have not been bundled with any third-party content, to end users and viewers of the Platform on a subscription, pay-per-view, or similar fee (“Channel Subscription Services”). We may offer your User Contributions through those Channel Subscription Services at those rates, and subject to terms that are appropriate for the local market; as we determine in our sole discretion. Game With Me has the exclusive right to collect the revenues from views and end users who have purchased Channel Subscription Services. The Net Subscription Revenues for the Channel Subscription Services will be split 50% to you and 50% to us. “Net Subscription Revenues” means the total revenues actually received by us from viewers and end users who have purchased Channel Subscription Services, less any: (a) billing and payments costs and all costs associated with transactions, which may include monthly and per-transaction processing charges, and merchant bank fees; (b) actual tax amounts related to the generation of those gross revenues to be paid to local, state, federal, and foreign entities, including VAT and sales taxes; and (c) returns, refunds, chargebacks, discounts, and credits.
  4.  

    Payment and Reporting

     

    1.  

      Payment Terms.

       

      Program Fees payable by Game With Me to you will be paid to you monthly, within 45 days after the end of each calendar month, in U.S. Dollars, less (a) billing and payment costs (which may include monthly and pre-transaction processing charges and merchant bank fees); and (b) returns, refunds, chargebacks, discounts, and credits, on condition that you have timely delivered to Game With Me all documents necessary and appropriate to effectuate payment (e.g., IRS Form W-9 and the like). If we are obligated to pay you any Program Fees in a currency that is not U.S. Dollars, we will convert those Program Fees at an exchange rate that we or our bank determine, which may include fees and charges for the conversion. We will pay you any Program Fees in a payment method that you choose from the payment options that we will make available for the Program. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information through the Platform. Any changes to your contact and payment information will not be effective until at least seven days after submission to us. Game With Me is not required to make a payment if the total amount to be paid to you under this agreement is less than $100 (the “Payment Threshold”), and may instead accrue that payment obligation until such time as its overall obligation to you is at least the Payment Threshold. If any excess payment has been made to you for any reason, we may adjust or offset that excess payment against any later fees payable to you under this agreement.
      1.  

        Inactivity Rules for US and Non-EU Partners.

         

        If at any time there has been no substantial activity on your Program account for at least 12-consecutive months and you have not earned at least $100 in Program Fees during that 12-month period, we may close your inactive account and terminate this agreement. If you have accrued Program Fees in your account, a maintenance fee will be deducted from your remaining balance. The maintenance fee will be the lesser of the accrued Program Fees in your account or $25. Any remaining balance will be paid to you.
      2.  

        Inactivity Rules for EU-Partners.

         

        If at any time there has been no substantial activity on your Program account for at least 12-consecutive months and you have not earned at least $100 in Program Fees during that 12-month period, we may, on seven days’ written notice, to (i) close your inactive account and terminate this agreement and (ii) deduct a maintenance fee from your remaining balance. The maintenance fee will be the lesser of the accrued Program Fees in your account or $25. Any remaining balance will be paid to you.
    2.  

      Reporting.

       

      We will provide you with access to our dashboard which will provide data relating to Program Fees (“Reporting Data”). You acknowledge that all Reporting Data is and will at all times be exclusively owned by us and will remain our confidential information.
    3.  

      Taxes.

       

      You may charge and we will pay applicable national, state, or local sales or use taxes or value added taxes that you are legally obligated to charge (“Taxes”), on condition that those Taxes are stated on the original invoice that you provide to us and your invoices state those Taxes separately and meet the requirements for a valid tax invoice. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any payment made to you under this agreement, and payment to you as reduced by those deductions or withholdings will constitute full payment and settlement to you of that payment under this agreement. Throughout your participation in the Program, you will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this agreement.
  5.  

    License.

     

    Other than as stated expressly in this agreement or in the Terms of Service, neither party will acquire any interest in any intellectual-property rights belonging to the other party or to the other party’s licensors.
  6.  

    Data Privacy.

     

    You acknowledge that our Privacy Policy (as may be updated from time to time) governs how we collect, use, and disclose your personal information. You acknowledge that the information associated with any purchases through the Platform or any use of any Services belongs to Game With Me.
  7.  

    Statements of Fact.

     

    You state that the following facts are accurate: (a) you are at least 18-years old and have not been previously removed or prohibited from receiving the Services; (b) you will participate in the Program in accordance with this agreement; (c) your participation in the Program will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all those rules governing communications and marketing); (d) if you are an entity, you have the full corporate right, power, and authority to enter into this agreement and to perform the act required under it; (e) your signing of this agreement, and your performance of your obligations and duties under it, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (f) the information you provide in connection with the Program is accurate and complete at all times. You can update your information by contacting us through the Platform. We are not making any guarantee of profitability or about the amount of Program Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations. You acknowledge that past earnings do not guarantee or suggest similar future earnings.
  8.  

    Game With Me Platform Customers.

     

    Our customers are not, by virtue of your participation in the Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales stated on the Platform will apply to those customers, and we may change them at any time. You will not handle or address any inquiries from any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Platform, you will state that those customers must follow contact directions on the Platform to address customer service issues.
  9.  

    Term and Termination.

     

    The term of this agreement will begin on our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. We may withhold accrued unpaid Program Fees for a reasonable period after termination to make sure that the correct amount is paid (e.g., to account for any cancellations or refunds). On any termination of this agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under sections 8, 10, 11, 12, 13, 14, 15, and 16 will survive the termination of this agreement. If you terminate the agreement and your earned balance equals or exceeds the Payment Threshold, we will pay you your earned balance within approximately 45 days after the end of the calendar month in which the agreement is terminated, in accordance with section 4.1. Any earned balance below the Payment Threshold will remain unpaid. No termination of this agreement will relieve either party for any liability for any breach of, or liability accruing under, this agreement before termination.
  10.  

    Warranty Disclaimers.

     

    To the fullest extent permitted by applicable law: (a) the Program and the content and materials contained in it are provided on an “as is” basis without warranties of any kind, either express or implied, except as expressly provided to the contrary in a writing by Game With Me; (b) Game With Me and its affiliates, partners, and suppliers disclaim all other warranties, statutory, express, or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement as to the Program, including any information, content, or materials contained in it; (c) except for the express statements of fact stated in this agreement, Game With Me does not make any statement in connection with the subject matter of this agreement. No advice or information, whether oral or written, obtained by you from Game With Me for the Program will create any warranty not expressly stated in this agreement. You expressly acknowledge that as used in this section 10, the term “Game With Me” includes Game With Me’s officers, directors, employees, shareholders, agents, licensors, and subcontractors.
  11.  

    Limitation of Liability.

     

    Neither we nor any of our affiliates or licensors will be liable to you for lost revenue, lost profits, lost business, or indirect, incidental, consequential, special, or exemplary damages (even if we have been advised of the possibility of those damages) arising from or relating to this agreement or the Program. Further, our aggregate liability to you, under any theory of liability, in connection with this agreement and the Program will not exceed the fees paid or payable to you under this agreement in the three months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
  12.  

    Waiver of California Civil Code Section 1542.

     

    If you are located in California, you acknowledge that you understand the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that you are familiar with the provisions of section 1542 of the California Civil Code, which provides that:

    A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

    You hereby waive all rights under section 1542 and under any other federal or state statutes or laws of similar effect.

  13.  

    Indemnification.

     

    You hereby release and will defend, hold harmless, and indemnify us and our subsidiaries, affiliates, directors, officers, employees, agents, successors, and assigns from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys’ fees incurred and those necessary to successfully establish the right to indemnification), arising from or related to: (a) any act or omission by you, including any breach of this agreement (including your statements of fact in section 7 above) or allegation or claim of negligence, strict liability, willful misconduct, or fraud of you; or (b) your access to or use of the Program.
  14.  

    Relationship or Parties.

     

    You and we are, and will remain at all times, independent contractors, and nothing in this agreement will be construed to create an agency, employment, fiduciary, representative, or any other relationship between you and us. You will not represent yourself to be an employee, representative, or agent of us. You understand that you do not have authority to bind us in any manner or enter into any agreement or incur any liability on behalf of us.
  15.  

    Dispute Resolution

     

    1.  

      Litigation Election.

       

      Either party may litigate the following type of case or controversy: (1) an action seeking injunctive relief, or (2) a suit to compel compliance with this dispute resolution procedure.
    2.  

      Negotiation.

       

      Each party will give the other a reasonable opportunity to comply before it claims that the other has not met the obligations under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of this agreement or relating to Program. The party raising a dispute will submit to the other party a written notice and supporting material describing all issues and circumstances related to the dispute (a “Dispute Notice”).
    3.  

      Arbitration.

       

      If the parties are unable to resolve the dispute through no later than 30 days after receiving a Dispute Notice, the parties will settle any unresolved dispute arising out of or relating to this agreement, or the breach of it, by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to the arbitrator. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitration will take place in Wilmington, Delaware. The parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case, except the arbitrator will award costs and fees to the Prevailing Party in accordance with section 15.6. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
    4.  

      Injunctive Relief.

       

      You acknowledge that breach by you of your obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, we may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.
    5.  

      Jurisdiction and Venue.

       

      If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the United States District Court for the District of Delaware or in any state court of competent jurisdiction in New Castle County, Delaware, and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding. Each party hereby waives any claim that any proceeding brought under section 15.5 has been brought in an inconvenient forum or that the venue of that proceeding is improper.
    6.  

      Recovery of Expenses.

       

      In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 15.6, “Prevailing Party” means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
    7.  

      Jury Trial Waiver.

       

      Each party hereby waives its right to a trial by jury in any proceedings arising out of or relating to this agreement. Either party may enforce this waiver up to and including the first day of trial.
    8.  

      Class Action Waiver.

       

      The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither you nor we will seek to have any dispute heard as a class action or participate in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.
    9.  

      Limited Time to Bring Claims.

       

      A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
  16.  

    General

     

    1.  

      Entire Agreement.

       

      This agreement, the Terms-of-Service Agreement, and the Community Guidelines constitute the entire agreement of the parties concerning the subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter. If any conflict or inconsistency exists between this agreement and the Terms-of-Service Agreement, this agreement will govern.
    2.  

      Amendments.

       

      We may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. We will notify you through the Platform or by email of any changes to this agreement. Changes will become effective when posted on this page. It is your responsibility to check this page periodically for changes to this agreement. If you continue to participate in the Program after any change, we will consider your continued participation as acceptance of the change unless you notify us in writing no later than 15 days after the change. We will contact you no later than 15 days after receiving the notice to try to reach a mutually amicable resolution. If the parties are unable to reach a mutually amicable resolution, your sole remedy is to terminate this agreement.
    3.  

      Assignment and Delegation.

       

      This agreement is personal to you. You will not assign any of your rights or delegate any performance under this agreement. We may assign our rights or delegate our performances under this agreement without your consent. Any purported assignment of rights or delegation of performance in breach of this section 16.3 is void.
    4.  

      Waivers.

       

      The parties may waive any provision of this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
    5.  

      Severability.

       

      The parties intend as follows:
      1. that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;

      2. that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;

      3. that if an unenforceable provision is modified or disregarded in accordance with this section 16.5, then the rest of the agreement will remain in effect as written; and

      4. that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

    6.  

      Notices

       

      1.  

        Form.

         

        All notices and other communications between the parties will be in writing.
      2.  

        Method

         

        1.  

          Notice to Us.

          You may send notice to us by email at support@gamewithme.com unless a specific email address is listed on the Platform for giving notice. We may change our contact information on one or more occasions by posting the change on the Platform. Please check the Platform for the most current information for sending notice to us.

           

        2.  

          Notice to You.

          You consent to receiving any notice from us in electronic form either (1) by email to the email address listed in your account or (2) by posting the notice on a place on the Platform chosen for this purpose. You may change your contact information by updating the contact information in your account.

           

      3.  

        Receipt

         

        . We will consider an email notice received by us only when our server sends a return message to you acknowledging receipt. We will consider notices sent to you by email received when our email service shows transmission to your email address. All other notices will be effective on receipt by the party to which notice is given, or on the fifth day after posting, whichever occurs first.
    7.  

      Governing Law.

       

      Delaware law, without giving effect to its conflicts of law principles, governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement.
    8.  

      Force Majeure

       

      1. If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability will not constitute a breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and keep a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under section 16.8(c).

      2. For purposes of this agreement, “Force Majeure Event” means, for any party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstances that results in that party’s not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance.

      3. If a Force Majeure Event occurs, the noncomplying party will promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. From then on, the noncomplying party will update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party will use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.

    9.  

      No Third-Party Beneficiaries.

       

      This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
    10.  

      Successors and Assigns.

       

      This agreement binds and inures to the benefit of the parties and their respective successors and assigns. This section 16.10 does not address, directly or indirectly, whether a party may assign its rights or delegate its obligations under this agreement. Section 16.3 addresses these matters.
    11.  

      Additional Documents.

       

      At our written request, you will provide us, or sign for us, any additional documents required to consummate the transactions contemplated by this agreement.
    12.  

      Electronic Signature.

       

      You acknowledge that any affirmation, assent, or agreement you send through the Platform in response to a prompt binds you. You further acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, or other device, this action is the legal equivalent of your handwritten signature and binds you in the same way.
    13.  

      Voluntary Agreement.

       

      You have entered this agreement voluntarily and for valid reasons. You acknowledge that you (i) have carefully read this agreement, (ii) discussed it with your attorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. You have relied on the advice of your attorneys or other advisors about the terms of this agreement and waive any claim that the terms should be construed against the drafter.
    14.  

      No Reliance.

       

      You acknowledge that in electronically signing this agreement, you do not rely and have not relied on any statement by us or our agents, except those statements contained in this agreement.