202263524.v1 MYRENNY Terms of Service (DRAFT) These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you (“you” or “Customer”) and MYRENNY, LLC (“we,” “us,” or “our” or “MYRENNY”) governing your access to and use of the MYRENNY website, including any subdomains thereof, and any other websites through which MYRENNY makes its services or products available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services or products (collectively, “Services”). The Site, Application and Services together are hereinafter collectively referred to as the “Site.” If you are requesting access on behalf of any other person or entity (e.g., an employer, contracting principal, or other company), these Terms are between MYRENNY, Customer personally, and the other person or entity, unless context requires otherwise as determined by MYRENNY in its sole discretion. In such circumstances, the term Customer as used herein shall include such other person or entity and Customer shall identify any and all such other person or entity on any and all applicable Order(s). By requesting access as contemplated herein, Customer represents and warrants, to the extent applicable, that Customer is duly authorized to represent Customer’s employer, contracting principal and/or entity and accepts these Terms on its behalf. Please read these Terms carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Site, you agree to comply with and be bound by these Terms. Customer further expressly agrees and acknowledges that Customer has reviewed, understands and agrees to MYRENNY’s Privacy Policy and the Licensing and Disclosures provided by MYRENNY on its website and incorporated by reference as a part of the Terms of Service. These Terms contain an arbitration clause and class action waiver that applies to all Users (defined below). If you reside in the United States, this provision applies to all disputes with MYRENNY. If you reside outside of the United States, this provision applies to any action you bring against MYRENNY in the United States. It affects how disputes with MYRENNY are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully. 1. Scope of Services 1.1 The Site is an online platform that enables users (“Users”) to research, discover, apply for, communicate regarding, and (if approved) obtain MYRENNY’s products or Services, and related products and Services (the “Purpose”). 1.2 If you choose to use the Site as a User, your relationship with MYRENNY is limited to being an independent user, and not an employee, agent, joint venturer or partner of MYRENNY for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of MYRENNY. 1.3 The Site may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. MYRENNY is not responsible or liable for the availability or accuracy of such ThirdParty Services, or the content, products, or services available from such Third-Party Services. 202263524.v1 Links to such Third-Party Services are not an endorsement by MYRENNY of such Third-Party Services. 1.4 Due to the nature of the Internet, MYRENNY cannot guarantee the continuous and uninterrupted availability and accessibility of the Site. MYRENNY may restrict the availability of the Site or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Site. MYRENNY may improve, enhance and modify the Site and introduce new Services from time to time. 2. Eligibility, Using the Site, User Verification 2.1 You must be at least eighteen (18) years old and able to enter into legally binding contracts to access and use the Site or register a MYRENNY account. By accessing or using the Site you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract. 2.2 MYRENNY may make the access to and use of the Site, or certain areas or features of the Site and/or MYRENNY’s products and Services, subject to certain conditions or requirements, such as completing a verification process or meeting specific quality or eligibility criteria. 2.3 In order to access some features of the MYRENNY website, Customer will have to create a login account ("Account"). When creating Customer’s Account, Customer represents and warrants to MYRENNY that the information Customer provides is accurate and complete in all respects. All registrations must be made by Customer, personally. Accounts registered by "bots" or other automated methods are not permitted under any circumstances. Customer shall never use another’s login account without permission, and Customer shall not permit anyone else to use Customer’s login account. Single login accounts shared by multiple persons are not permitted under any circumstances. Customer may register multiple login accounts by contacting MYRENNY. Customer agrees that Customer will be solely responsible for all activity that occurs on Customer’s Account, whether or not authorized by Customer. Accordingly, it is extremely important that Customer engage in activity consistent with all laws, including, but not limited to, anti-spam and data privacy laws and regulations. Further, Customer is obligated to keep Customer’s password secure and Customer agrees to notify MYRENNY immediately in the event Customer becomes aware of, or suspects, any breach of security or unauthorized use of Customer’s account. 3. PAYMENT 3.1 Customer must provide accurate and complete information for a valid payment method that Customer is authorized to use. Customer will be billed through the payment method Customer provides, such as a credit card. Customer must promptly notify MYRENNY of any change in its invoicing address and must update its account with any changes related to its payment method. 3.2 BY COMPLETING ACCOUNT REGISTRATION, CUSTOMER AUTHORIZES MYRENNY OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ("AUTHORIZATION") FOR: (A) THE APPLICABLE FEE CHARGES; (B) ANY AND ALL APPLICABLE TAXES; AND (C) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE MYRENNY WEBSITE. The Authorization continues throughout the applicable Term until Customer or 202263524.v1 MYRENNY cancels as set forth in these Terms. CUSTOMER’S PAYMENTS ARE NONREFUNDABLE. 3.3 Customer agrees that MYRENNY may take steps to update Customer’s payment card information (where permitted) to ensure that payment can be processed. Customer agrees that Customer’s credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. MYRENNY may, where permitted by applicable law, suspend or terminate Customer’s access to the MYRENNY website if at any time MYRENNY determines that Customer’s payment information is inaccurate or not current. Customer is responsible for fees and overdraft charges that MYRENNY may incur when MYRENNY charges Customer’s card for payment. MYRENNY reserves the right to update the price for the Services at any time after expiration of Customer’s then-current term. Any price changes will be effective as of Customer’s next billing cycle. In accordance with applicable law, MYRENNY will notify Customer in a timely manner of any price changes by publishing on MYRENNY’s website, emailing, quoting, or invoicing Customer. Customer’s continued use of the MYRENNY website after the changes have been made will constitute Customer’s acceptance of the changes. 3.4 If MYRENNY does not receive payment from Customer’s payment method within ten (10) days, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by MYRENNY to collect any amount that is not paid when due. MYRENNY may accept payment in any amount without prejudice to MYRENNY’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to MYRENNY may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from MYRENNY. 3.5 MYRENNY will provide billing and usage information in a format MYRENNY chooses, which may change from time to time. MYRENNY reserves the right to correct any errors or mistakes that it identifies, even if it has already issued an invoice or received payment. Customer agrees to notify MYRENNY about any billing problems or discrepancies within thirty (30) days after they first appear on Customer’s invoice. If Customer does not bring such problems or discrepancies to MYRENNY’s attention within thirty (30) days, Customer agrees to waive its right to dispute such problems or discrepancies. 3.6 Customer may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits") through a separate business agreement with MYRENNY ("Business Terms"). Any and all such Benefits are provided solely as a result of the corresponding Business Terms and such Benefits may be modified or terminated without notice. 4. Modification of These Terms MYRENNY reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Site. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect by 202263524.v1 following the procedure described in the “Term and Termination” section below. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Site will constitute acceptance of the revised Terms. 5. Content 5.1 MYRENNY may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Site (“User Content”); and (ii) access and view User Content and any content that MYRENNY itself makes available on or through the Site, including proprietary Content and any content licensed or authorized for use by or through MYRENNY from a third party (“Content” and together with User Content, “Collective Content”). 5.2 The Site, Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Site and Content, including all associated intellectual property rights, are the exclusive property of MYRENNY and/or its licensors or authorizing third parties. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of MYRENNY used on or in connection with the Site and Content are trademarks or registered trademarks of MYRENNY in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners. 5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms or in any other agreement entered into between you and MYRENNY. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by MYRENNY or its licensors, except for the licenses and rights expressly granted in these Terms. 5.4 Subject to your compliance with these Terms, MYRENNY grants you a limited, nonexclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Site on your personal device(s); and (ii) access and view any Collective Content made available on or through the Site and accessible to you, solely for your personal and non-commercial use. 5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Site, you grant to MYRENNY a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or platform. Unless you provide specific consent, MYRENNY does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content. 202263524.v1 5.6 You are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents and releases that are necessary to grant to MYRENNY the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or MYRENNY’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 5.7 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other MYRENNY policy. MYRENNY may, without prior notice, remove or disable access to any User Content that MYRENNY finds to be in violation of these Terms, or otherwise may be harmful or objectionable to MYRENNY, its Users, third parties, or property. 5.8 Use of the Services may require the use of certain third party products and services (“Third Party Services”). Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges. MYRENNY may display content from third parties through the Services or may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. MYRENNY is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services. 5.9 MYRENNY respects copyright law and expects its Users to do the same. If you believe that any content on the Site infringes copyrights you own, please notify us promptly. 6. Prohibited Activities 6.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site. In connection with your use of the Site, you will not and will not assist or enable others to: breach, violate, or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms; use the Site for any purpose other than the Purpose; use the Site or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies MYRENNY endorsement, partnership or otherwise misleads others as to your affiliation with MYRENNY; 202263524.v1 copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Site in any way that is inconsistent with these Terms or that otherwise violates the privacy rights of Users or third parties; use the Site in connection with the distribution of unsolicited commercial messages (“spam”); discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior; use, display, mirror or frame the Site or Collective Content, or any individual element within the Site, MYRENNY’s name, any MYRENNY trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, without MYRENNY’s express written consent; dilute, tarnish or otherwise harm the MYRENNY brand in any way, including through unauthorized use of Collective Content, registering and/or using MYRENNY or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to MYRENNY domains, trademarks, taglines, promotional campaigns or Collective Content; use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Site for any purpose; avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by MYRENNY or any of MYRENNY’s providers or any other third party to protect the Site; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site; take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Site; violate or infringe anyone else’s rights or otherwise cause harm to anyone. 6.2 You acknowledge that MYRENNY has no obligation to monitor the access to or use of the Site by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist MYRENNY in good faith, and to provide MYRENNY with such information and take such actions as may be reasonably requested by MYRENNY with respect to any investigation undertaken by MYRENNY or a representative of MYRENNY regarding the use or abuse of the Site. 6.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to MYRENNY by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you. 7. Term and Termination, Suspension and other Measures 202263524.v1 7.1 These Terms of Use shall remain in full force and effect while you use the Site, or until such time when MYRENNY terminates the Agreement in accordance with this section. 7.2 You may terminate this Agreement at any time by contacting us at help@myrenny.com and providing notice of your intent to terminate. You may also contact us at the forgoing address to submit (i) a data access request, pursuant to which we will provide you with confirmation of all personal data currently being stored or otherwise used by us and relating to you, and access to the same; (ii) a data rectification request, pursuant to which we will rectify any incorrect data currently being stored or otherwise used by us and relating to you; and/or (iii) a data deletion request, pursuant to which we will delete all personal data currently being stored or otherwise used by us and relating to you. 7.3 WE MAY TERMINATE YOUR USE OF OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU ENTERED, UPLOADED, OR POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. 7.4 In addition, MYRENNY may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the MYRENNY account registration, listing process or thereafter; (iv) if MYRENNY believes in good faith that such action is reasonably necessary to protect the personal safety or property of MYRENNY, its Users, or third parties, or to prevent fraud or other illegal activity; (v) for any other bona fide reason determined by MYRENNY in a good faith exercise of its reasonable business judgment: limit your access to or use of the Site; temporarily or permanently revoke any special status associated with your MYRENNY account; or temporarily or permanently suspend your MYRENNY account. 7.5 When this Agreement has been terminated, you are not entitled to a restoration of your MYRENNY account or any of your User Content. If your access to or use of the Site has been limited or your MYRENNY account has been suspended or this Agreement has been terminated by us, you may not register a new MYRENNY account or access and use the Site through a MYRENNY account of another User. 7.6 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination to effect the purposes of the Agreement will remain in effect. 8. Disclaimers If you choose to use the Site or Collective Content, you do so voluntarily and at your sole risk. The Site and Collective Content is provided “as is”, without warranty of any kind, either express or implied. You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your use of the Site and that you are not relying upon any statement of law or fact made by MYRENNY relating to such use. 202263524.v1 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law. 9. Liability You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Site and Collective Content, your publishing or viewing of any content via the Site, or any other interaction you have with other Users, whether in person or online, remains with you. Neither MYRENNY, its officers, directors, employees and agents, nor any other party involved in creating, producing, or delivering the Site or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Site or Collective Content, or (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Site, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not MYRENNY has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will MYRENNY’s aggregate liability arising out of or in connection with these Terms and your use of the Site, or from the use of or inability to use the Site or Collective Content and in connection therewith, exceed the amounts you have paid or owe for use of the Site in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between MYRENNY and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. 10. Indemnification You agree to release, defend (at MYRENNY’s option), indemnify, and hold MYRENNY and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Site or any Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, or (iv) your violation of any laws, regulations or third party rights. 11. Dispute Resolution and Arbitration Agreement 11.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against MYRENNY in the United States. 11.2 Overview of Dispute Resolution Process. MYRENNY is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part 202263524.v1 process for individuals to whom Section 10.1 applies: (1) an informal negotiation directly with MYRENNY’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 10). Specifically, the process provides: Claims can be filed with AAA online (www.adr.org); Arbitrators must be neutral and no party may unilaterally select an arbitrator; Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party; Parties retain the right to seek relief in small claims court for certain claims, at their option; The initial filing fee for the consumer is capped at $200; The arbitrator may grant any remedy that the parties could have received in court to resolve the party’s individual claim. 11.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and MYRENNY each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact MYRENNY’s customer service team by emailing us at the contact addresses provided on the Site. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org ) must be provided to the other party, as specified in the AAA Rules. 11.4 AGREEMENT TO ARBITRATE. YOU AND MYRENNY MUTUALLY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT OR INTERPRETATION THEREOF, OR TO THE USE OF THE SITE, ANY MYRENNY SERVICE OR THE COLLECTIVE CONTENT (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION (THE “ARBITRATION AGREEMENT”). IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND MYRENNY AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE. 11.5 Exceptions to Arbitration Agreement. You and MYRENNY each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack). 11.6 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, MYRENNY agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in New York, New York; (c) in any other location to which you and MYRENNY both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator. 202263524.v1 11.7 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim. 11.8 JURY TRIAL WAIVER. YOU AND MYRENNY ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES. 11.9 NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND MYRENNY ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASSWIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND MYRENNY BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE. 11.10 Severability. Except as provided in Section 11.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect. 11.11 Changes. If MYRENNY changes this Section 11 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and MYRENNY in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms). 11. Survival. Except as provided in Section 11.9, this Section will survive any termination of these Terms and will continue to apply even if you stop using the Site or terminate your MYRENNY account. 12. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site (“Feedback“). You may submit Feedback by emailing us, through the Contact section of the Site, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. 13. Applicable Law and Jurisdiction If you reside in the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law 202263524.v1 provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 11 must be brought in state or federal court in Tampa Florida, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Tampa Florida. 14. Telephone Contract and Recording Policy 14.1 By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by MYRENNY. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from MYRENNY, and that you may decline to provide or revoke your consent at any time by emailing help@myrenny.com or by any other method that reasonably ensures we receive your revocation. 14.2 By providing us with a telephone number, you agree that MYRENNY may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or MYRENNY disclosed the fact that the call was recorded during the call. 15. Use of Service Providers MYRENNY does not guarantee the performance of any Service Providers. Customers are not required to use any Service Providers referred by, or affiliated with, MYRENNY and may select any providers of their own choosing. The fees charged by these Service Providers will be disclosed on the Service Provider’s statement and/or invoice. Customer hereby assumes the obligation to investigate the fees charged by any Service Provider. 16. Non-Circumvention In exchange for access to the MYRENNY Site, Customer agrees not to contact, directly or indirectly, any other User of the Site (or any agent or representative thereof) through any means other than MYRENNY regarding a renovation, remodel, refurbishment or other project listed on MYRENNY (“Project”) for a period of one (1) year following the date when: (i) the Project is listed on the MYRENNY website; or (ii) MYRENNY otherwise informs the Customer of the Project’s availability for bid, whichever is later. If Customer contacts a User directly or indirectly by any means other than in accordance with the MYRENNY Site instructions, Customer’s license to access MYRENNY’s Site shall immediately be revoked by MYRENNY, in its sole discretion, in addition to any other rights and remedies that MYRENNY may pursue. In the event that a Customer submits or accepts a bid relating to a Project which was submitted in any way other than through the MYRENNY Site within one (1) year following the date the Project is posted on MYRENNY, Customer agrees that MYRENNY is entitled to, and that Customer shall pay in accordance with these Terms, a commission equal to five percent (5%) of the price Contractor quotes for the Project, which is due upon commencement of the Project. Customer hereby understands and agrees that if MYRENNY discovers that Customer has violated this section of the Agreement, Customer’s access to MYRENNY’s Site shall be immediately revoked 202263524.v1 by MYRENNY in its sole discretion, with or without notice, and without the possibility of reinstatement. This ban from the MYRENNY Site applies to Customer, individually, as well as to any individuals and/or business entities with which Customer is affiliated. The determination as to affiliation shall be in MYRENNY’s sole discretion. 17. Confidentiality Customer may view or receive non-public information, which is confidential or proprietary in nature. "Confidential Information" means any information or materials disclosed to Customer by MYRENNY that: (i) is marked or otherwise identified as "confidential" or "proprietary"; or (ii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be "confidential" or "proprietary" or "personally identifiable information," including any information relating to a Project or User that could potentially be used to identify a particular person, company, or property. Customer agrees: (a) to maintain all Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third parties; and (c) not to use any Confidential Information except in accordance with this Agreement. Customer may disclose Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein. All Confidential Information remains the sole and exclusive property of MYRENNY. Customer acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Customer, by license or otherwise, in or to any Confidential Information of MYRENNY, or any patent, copyright or other intellectual property or proprietary rights of MYRENNY, except as specified here. Customer acknowledges that the unauthorized use or disclosure of any Confidential Information would cause MYRENNY to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Customer agrees that MYRENNY will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to any other rights or remedies that it may have at law or otherwise. 18. Taxes and Withholding All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, "Taxes"). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the MYRENNY Site. If MYRENNY is required to remit Taxes associated with Customer’s purchase of, payment for, access to, or use of the MYRENNY Site, MYRENNY will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes shall not be deducted from the payments to MYRENNY, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, MYRENNY receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that MYRENNY can rely on the name and 202263524.v1 address set forth in Customer’s Account as being the place of supply for Tax purposes. Customer’s obligations under this Section shall survive the termination or expiration of these Terms. 19. Miscellaneous 19.1 Except as they may be supplemented by additional terms and conditions (such as the MYRENNY Privacy Policy, customer agreements, policies, guidelines or standards, these Terms constitute the entire Agreement between MYRENNY and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between MYRENNY and you in relation to the access to and use of the Site. 18.2 No joint venture, partnership, employment, or agency relationship exists between you and MYRENNY as a result of this Agreement or your use of the Site. 19.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. 19.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. 19.5 MYRENNY’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law. 19.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without MYRENNY’s prior written consent. MYRENNY may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Your right to terminate this Agreement at any time remains unaffected. 19.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by MYRENNY via email, Site notification, or messaging service (including SMS). 19.8 If you have any questions about these Terms please email us at the contact information provided in the “Contact” section of the Site.