TERMS OF USE AGREEMENT

Version 2.0

Last Updated Date: April 19, 2022

PLEASE READ THIS TERMS OF USE AGREEMENT (THE "TERMS OF USE") CAREFULLY. THIS WEBSITE AND ITS SUBDOMAINS (COLLECTIVELY, THE "WEBSITE"), THE INFORMATION ON THE WEBSITE, AND THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A "SERVICE" AND COLLECTIVELY, THE "SERVICES"), ARE CONTROLLED BY CHECKIN OR EGG, INC. ("CHECKIN"). THESE TERMS OF USE ALONG WITH ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE "AGREEMENT"), GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. BY COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, SCHEDULING A SESSION, OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CHECKIN, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY IDENTIFIED DURING THE ACCOUNT REGISTRATION PROCESS, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR SUCH LEGAL ENTITY, AS APPLICABLE. IF YOU, OR IF APPLICABLE, SUCH LEGAL ENTITY, DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU, AND IF APPLICABLE, SUCH LEGAL ENTITY, MAY NOT ACCESS OR USE ANY OF THE SERVICES.

PLEASE BE AWARE THAT SECTION 1.e (CHECKIN COMMUNICATIONS) OF THE AGREEMENT BELOW CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY CHECKIN IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, CHECKIN WILL MAKE A COPY OF THE UPDATED AGREEMENT AVAILABLE AT THE WEBSITE AND UPDATE THE "LAST UPDATED DATE" AT THE TOP OF THESE TERMS OF USE. IF WE MAKE ANY MATERIAL CHANGES TO THE AGREEMENT, WE WILL PROVIDE NOTICE OF SUCH MATERIAL CHANGES ON THE WEBSITE AND ATTEMPT TO NOTIFY YOU BY SENDING AN E-MAIL TO THE E-MAIL ADDRESS PROVIDED IN YOUR ACCOUNT REGISTRATION. ANY CHANGES TO THE AGREEMENT WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE SERVICES AND WILL BE EFFECTIVE FOR EXISTING REGISTERED USERS UPON THE EARLIER OF (A) THIRTY (30) DAYS AFTER THE "LAST UPDATED DATE" AT THE TOP OF THESE TERMS OF USE, OR (B) YOUR CONSENT TO AND ACCEPTANCE OF THE UPDATED AGREEMENT. CHECKIN MAY PROVIDE A MECHANISM FOR YOUR IMMEDIATE ACCEPTANCE IN A SPECIFIED MANNER (SUCH AS A CLICK-THROUGH ACCEPTANCE) BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING ALL SERVICES UPON THE EFFECTIVE DATE OF THE UPDATED AGREEMENT. OTHERWISE, YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED AGREEMENT. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT. YOU AGREE THAT CHECKIN'S CONTINUED PROVISION OF THE SERVICES IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED AGREEMENT.

  1. SCOPE AND USE OF THE SERVICES.
    1. Important Limitations. Checkin is solely a platform to facilitate the potential engagement among members ("Members"). When so engaged, Members will provide chat sessions ("Sessions") to other Members. Each such party is solely responsible for using their own judgment and discretion prior to agreeing to an engagement with another party using the Checkin platform. Checkin is not responsible for the performance of any Member, and Checkin is not a party to any engagement Members. Members understand that other Members are not providing professional advice.

    2. Checkin Services. Use of any Website and the Services is governed by the Agreement. Subject to your compliance with the Agreement, Checkin grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to access the Services in the manner permitted by the Agreement.

    3. Updates. You understand that the Services are evolving. You acknowledge and agree that Checkin may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

    4. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other "hidden text" using Checkin's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Checkin, its suppliers and service providers reserve all rights not granted in the Agreement.

    5. Checkin Communications. By entering into the Agreement or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Checkin and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT "END" OR "STOP" TO THE NUMBER THAT TEXTED YOU FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN EMAIL US AT SUPPORT@CHECKIN.CC. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.

  2. REGISTRATION.
    1. Registering Your Account. In order to access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a "Registered User" is a user who has registered an account with Checkin through the Services ("Account") or has a valid account on a social networking service ("SNS") through which the user has connected to the Services (each such account, a "SNS Account").

    2. Access Through a SNS. If you access the Services through a SNS as part of the functionality of the Services, you may link your Account with SNS Accounts by allowing Checkin to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant Checkin access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating Checkin to pay any fees or making Checkin subject to any usage limitations imposed by such SNS. By granting Checkin access to any SNS Accounts, you understand that Checkin may access, make available and store (if applicable) certain information, such as your name, e-mail address, and demographic information, accessible through the Services, that you have provided to and stored in your SNS Account ("SNS Information") so that it is available on and through the Services via your Account. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Services. Please note that if a SNS Account or associated service becomes unavailable, or Checkin's access to such SNS Account is terminated by the SNS, then SNS Information will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the "Settings" section of the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS PROVIDERS, AND CHECKIN DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.

    3. Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Checkin Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You may not share your Account login or password with anyone, and you agree to (y) notify Checkin immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Checkin has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Checkin has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the Services if you have been previously removed by Checkin, or if you have been previously banned from any of the Services.

    4. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Checkin.

    5. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

  3. RESPONSIBILITY FOR CONTENT.
    1. Types of Content. You acknowledge that any information, text, data, photographs, graphics, messages, and/or other materials (collectively, "Content") are the sole responsibility of the party from whom such Content originated. This means that you, and not Checkin, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services ("Your Content"), and that you and other Registered Users of the Services, and not Checkin, are similarly responsible for all Content that you and they make available through the Services ("User Content").

    2. No Obligation to Pre-Screen Content. You acknowledge that Checkin has no obligation to pre-screen User Content, although Checkin reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into the Agreement, you hereby provide your irrevocable consent to Checkin's monitoring of Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Checkin pre-screens, refuses or removes any of Your Content, you acknowledge that Checkin will do so for Checkin's benefit, not yours. Without limiting the foregoing, Checkin shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable.

    3. Storage. Unless expressly agreed to by Checkin in writing elsewhere, Checkin has no obligation to store any of Your Content. Checkin has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content; the failure to store, transmit or receive transmission of any User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You agree that Checkin retains the right to create reasonable limits on Checkin's use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Checkin in its sole discretion.

  4. OWNERSHIP.
    1. Services. Except with respect to Your Content and other User Content, you agree that Checkin and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, concepts, artwork, animations, sounds, audiovisual effects, methods of operation, moral rights, documentation, and Checkin software). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

    2. Trademarks. Checkin's name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of Checkin and may not be used without permission in connection with your, or any third-party, products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

    3. Your Content. Checkin does not claim ownership of Your Content. However, when you post or publish Your Content on or in any Services, you represent that you own or have all necessary rights to post or publish Your Content on or in the Services. Checkin assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store Your Content, including any user communications or personalization settings.

    4. License to Your Content. Subject to any applicable Account settings that you select, you grant Checkin a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of the Services. You agree that you, not Checkin, are responsible for all of Your Content.

    5. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Checkin through its suggestion, feedback, wiki, forum, or similar pages ("Feedback") is at your own risk and that Checkin has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Checkin a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Checkin's business.

  5. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Checkin's policy to terminate membership privileges of any users (including Registered Users) who repeatedly infringe copyright upon prompt notification to Checkin by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your first and last name, address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Checkin's Copyright Agent for notice of claims of copyright infringement is as follows: legal@checkin.cc
  6. USER CONDUCT. As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any Content on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) is unlawful or violates any law, rule or regulation, including any requirements of any applicable professional organization; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Checkin's prior written consent; (vi) impersonates any person or entity, including any employee or representative of Checkin; (vii) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (viii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Checkin Services. The Services, and the information and content available on them, are protected by applicable intellectual property laws.
  7. INTERACTIONS WITH OTHER USERS.
    1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Checkin reserves the right, but has no obligation, to intercede in such disputes. You agree that Checkin will not be responsible for any liability incurred as the result of such interactions.

    2. Content Provided by Other Users. The Services may contain User Content provided by other Registered Users. Checkin is not responsible for and does not control User Content. Checkin has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.

  8. INDEMNIFICATION.
    1. You agree to indemnify and hold Checkin, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Checkin Party" and collectively, the "Checkin Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of any Service or any Session in violation of the Agreement; (c) your violation of any rights of another party, including any Registered Users; or (d) your violation of any applicable laws, rules or regulations.

    2. You agree to indemnify and hold each Checkin Party harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of the performance of your or another party under, or alleged breach of, any engagement you enter into with any Member, or otherwise arising in connection with any Sessions.

    3. Checkin reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Checkin in asserting any available defenses.

    4. This provision does not require you to indemnify any of the Checkin Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

  9. DISCLAIMER OF WARRANTIES AND CONDITIONS.
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY SESSIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. CHECKIN EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES OR THE SESSIONS.

    2. Disclaimer of Warranties. CHECKIN MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES AND THE SESSIONS WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES AND THE SESSIONS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND THE SESSIONS WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES AND THE SESSIONS IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES AND THE SESSIONS, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHECKIN OR THROUGH THE SERVICES AND THE SESSIONS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. CHECKIN MEMBERS MAY HAVE VARYING LEVELS OF EXPERIENCE AND MAY NOT HAVE ANY PROFESSIONAL CERTIFICATIONS OR LICENSES.

    3. Guidance For Informational Use Only. CHECKIN MAKES NO WARRANTIES ABOUT THE QUALITY OF CHECKIN MEMBERS OR THE SESSIONS; MEMBER IS SOLELY RESPONSIBLE FOR EXERCISING DISCRETION IN SELECTING ANOTHER MEMBER. GUIDANCE IS DESIGNED FOR INFORMATIONAL, EDUCATIONAL, AND PERSONAL PURPOSES AND IS NOT TO BE CONSTRUED AS ADVICE OF ANY KIND. MEMBER SHOULD NOT RELY ON GUIDANCE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING MEDICAL, LEGAL, AND FINANCIAL ADVICE. MEMBER MUST SEEK THEIR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT, SESSIONS OR GUIDANCE AVAILABLE THROUGH THE SERVICES.

    4. No Liability for Conduct of Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND SESSIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT CHECKIN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. CHECKIN IS NOT A PARTY TO ANY ENGAGEMENT YOU ENTER INTO WITH A MEMBER, AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF ANY MEMBER UNDER ANY SUCH ENGAGEMENT. CHECKIN MAKES NO WARRANTY THAT THE SERVICES AND THE SESSIONS PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CHECKIN MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR SESSIONS, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES OR THE SESSIONS.

    5. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT CHECKIN PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CHECKIN PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WITHOUT LIMITING THE FOREGOING, THE CHECKIN PARTIES ARE NO LIABLE FOR THE ACTS, OMISSIONS OR FAILURES OF ANY PAYMENT PROCESSORS, PROVIDERS OR SERVICES THAT MAY BE OFFERS THROUGH OR IN CONNECTION WITH THE CHECKIN SERVICES OR SESSIONS.

    6. Third-Party Materials. As a part of the Services and the Sessions, you may have access to materials that are hosted by another party. You agree that it is impossible for Checkin to monitor such materials and that you access these materials at your own risk.

  10. LIMITATION OF LIABILITY.
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL CHECKIN PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CHECKIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A CHECKIN PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A CHECKIN PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A CHECKIN PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

    2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, CHECKIN PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF $10 OR THE TOTAL AMOUNT PAID TO CHECKIN BY OR TO YOU IN CONNECTION WITH THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

    3. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

    4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHECKIN AND YOU.

  11. MONITORING AND ENFORCEMENT. Checkin reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Checkin; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services or the Sessions; and/or (d) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. If Checkin becomes aware of any possible violations by you of the Agreement, Checkin reserves the right to investigate such violations. If, as a result of the investigation, Checkin believes that criminal activity has occurred, Checkin reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Checkin is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Checkin's possession in connection with your use of the Services or the Sessions, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Checkin, its Registered Users or the public, and all enforcement or other government officials, as Checkin in its sole discretion believes to be necessary or appropriate.
  12. TERM AND TERMINATION.
    1. Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

    2. Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.

    3. Termination of Services by Checkin. Checkin reserves the right to terminate the Services for convenience in its sole discretion. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Checkin is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Checkin has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations shall be made in Checkin's sole discretion and that Checkin shall not be liable to you or any third party for any termination of your Account.

    4. Termination of Services by You. If you want to terminate the Services provided by Checkin, you may do so by (a) notifying Checkin at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Checkin's address set forth below.

    5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Checkin will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

    6. No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other Checkin community, is discontinued by Checkin due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Checkin community through use of a different Member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Checkin reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

  13. INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Checkin intends to announce such Services or Content in your country. The Services are controlled and offered by Checkin from its facilities in the United States of America. Checkin makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
  14. THIRD-PARTY WEBSITES AND APPLICATIONS. The Services may contain links to third-party websites ("Third-Party Websites") and applications ("Third-Party Applications"). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Checkin. Checkin is not responsible for any Third-Party Websites or Third-Party Applications. Checkin provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites and Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
  15. GENERAL PROVISIONS.
    1. ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

    2. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Checkin agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

    3. Electronic Communications. The communications between you and Checkin may take place via electronic means, whether you visit the Services or send Checkin e-mails, or whether Checkin posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Checkin in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Checkin provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").

    4. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Checkin's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

    5. Force Majeure. Checkin shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

    6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: legal@checkin.cc. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

    7. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

    8. Notice. Where Checkin requires that you provide an e-mail address, you are responsible for providing Checkin with your most current e-mail address. In the event that the last e-mail address you provided to Checkin is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Checkin's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Checkin via e-mail at legal@checkin.cc.

    9. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    10. Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

    11. Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Checkin are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Checkin products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

    12. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

    13. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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