Terms of Service

These Terms of Service (this "Agreement") are agreed to between TSS Collective Holdings, Inc., a Delaware corporation d/b/a "Sweet Spot" ("Sweet Spot") and you as an individual, or, if you represent an entity or other organization, that entity (in either case, "you" or "your").

Sweet Spot offers a proprietary bicycle leasing platform (the "Platform"). You may access the Platform through the website located at www.thesweetspot.com and through various other websites operated by Sweet Spot (each a "Site") or using mobile and online applications provided by and on behalf of Sweet Spot (each, an "Application," and each Site and Application are treated as a part of the "Platform" for purposes of this Agreement).

Any features or functionality available through the Platform offered via each Site and Application are collectively referred to as the "Services." The Platform provides Users (as defined below) with the ability to access information, data, reports, and other materials and content (collectively, "Content"). This Agreement applies to the Platform, and Content and Services available through the Platform, regardless of the Site or Application through which you access or use the Platform, Content, or Services.

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING ANY PART OF THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, BY ACCESSING OR USING ANY PART OF THE PLATFORM, CONTENT, OR SERVICES OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, SWEET SPOT IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT.

PLEASE BE AWARE THAT SECTION 20 (DISPUTE RESOLUTION) OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND SWEET SPOT HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE "LAST UPDATED" DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND SWEET SPOT TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE ANY CLAIMS AND SEEK RELIEF AGAINST SWEET SPOT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR ACCESS AND/OR USE OF THE PLATFORM, CONTENT, OR SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO CONSISTENT WITH THE FEDERAL ARBITRATION ACT, 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.

1. Definitions

Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States of America.

2. Term

This Agreement is entered into as of the earlier of the date you first download or install any Application or first access or use the Platform, Content, or Services (the "Effective Date") and will continue until terminated as set forth herein.

3. Modifications

Sweet Spot may, at any time, modify or discontinue all or part of the Platform, Content, or Services or change, modify, or waive fees required to use the Platform, Content, or Services. Sweet Spot also reserves the right, in its sole discretion at any time, to modify this Agreement. When changes are made, Sweet Spot will make a new copy of this Agreement available on the Platform. Sweet Spot will also update the "Last Updated" date at the top of this Agreement. Sweet Spot will inform you of the presence of any changes to this Agreement by posting those changes on the Platform or by providing you with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Agreement as set forth below if you object to any such modifications, and in such case, you shall stop any use of the Platform, Content, and Services. Otherwise, you will be deemed to have agreed to any and all modifications through your continued use of the Platform, Content, or Services following such notice period. PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT.

4. Eligibility and Notice

You must be 18 years of age or older to access or use the Platform (including any Site or Application), Content, or Services. By accessing or using the Platform, Content, or Services, you represent that you are at least 18 years old. The Platform, Content, and Services are intended to be used only by individuals and entities that can form legally binding contracts under applicable law. By accessing or using the Platform, Content, or Services you agree that you meet these eligibility requirements.

5. Accounts

5.1. Users

You are permitted to access certain Content and Services without establishing a user account on the Platform (an "Account"), provided that you have agreed to this Agreement. However, before accessing certain portions of the Platform, Content, and Services you and any person you authorize to access the Platform, Content, or Services, as well as any other end user thereof (each a "User") are required to establish an Account on the Platform. Approval of your request to establish an Account will be at the sole discretion of Sweet Spot. Each Account and the user identification and password for each Account (the "Account ID") is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform, Content, and Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify Sweet Spot immediately if your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.

5.2. Account Registration

In connection with establishing an Account, you will be asked to submit certain information about yourself ("Registration Information"). You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Sweet Spot, in its sole discretion, deems offensive.

6. Content

6.1. User Content

"User Content" means any and all information, data, ideas, submissions, questions, reviews, comments, and other content (including, text, audio, video, photographs, illustrations, graphics, testimonials, and other media) that a User makes available in connection with their use of the Platform or Services, including any such content that a User provides, uploads, or transfers to the Platform or generates through the User's Account (e.g., content uploaded or tagged or in a public profile or posting, Registration Information, photo, or bicycle leasing service related information). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by other Users, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). Because you alone are responsible for your User Content (and not Sweet Spot), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Sweet Spot is not obligated to back-up any User Content. Sweet Spot may delete User Content at any time, for any reason or no reason, without notice. If your User Content is not shown on or is deleted from the Platform, you may contact Sweet Spot as provided herein with evidence of such User Content's compliance with applicable Laws (as defined below).

6.2. Acceptable Use Policy

The following sets forth Sweet Spot's "Acceptable Use Policy": you agree, represent, and warrant not to use the Platform or Services to collect, upload, transmit, display, or distribute any User Content that: (a) violates this Agreement, including the Privacy Policy or any applicable laws, rules, or regulations ("Laws"); (b) constitutes an infringement, misappropriation, or violation of any intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights ("IPR") or other rights of any third party; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) is harmful to minors in any way; (e) would cause Sweet Spot to violate any applicable Laws; (f) constitutes unlawful or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (g) would cause you to violate any obligations or restrictions imposed by any third party. You represent and warrant that the use of your User Content by Sweet Spot or any other User does not violate this Acceptable Use Policy. Sweet Spot reserves the right (but has no obligation) to review any User Content, investigate, or take appropriate action against you in its sole discretion if you violate the Acceptable Use Policy or otherwise create liability for Sweet Spot or any other person. Such acts may include removing or modifying your User Content, terminating your User Account, or reporting you to law enforcement authorities.

6.3. License to your User Content

You represent and warrant that you will comply with the Acceptable Use Policy as to all your User Content. You are solely responsible for all User Content that you may provide or generate through your use of or access to the Platform. As between you and Sweet Spot, you retain ownership of your User Content. However, by providing or generating your User Content through the Platform, you grant Sweet Spot a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable (including to other Users and other third parties) right to use, copy, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display ("Use") your User Content throughout the world in any form, medium, media, software, or technology of any kind. In addition, you waive all moral rights in your User Content or warrant that all moral rights applicable to your User Content have been waived. You also grant Sweet Spot the right to use your name, or otherwise identify you, in connection with your User Content. You agree that you have all right, title, interest, and consent in your User Content necessary to allow Sweet Spot and its service providers to Use your User Content as set forth in this Agreement.

6.4. Feedback

If you provide Sweet Spot any feedback or suggestions regarding the Platform (or any portion thereof) or any Content or Services ("Feedback"), you hereby assign to Sweet Spot all right, title, and interest in and to the Feedback and agree that Sweet Spot shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Sweet Spot will treat any Feedback you provide to Sweet Spot as non-confidential and non-proprietary. You agree that you will not submit to Sweet Spot any information or ideas that you consider to be confidential or proprietary.

7. Access

7.1. To the Platform

Subject to your compliance with this Agreement, Sweet Spot will permit you to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you agree to with Sweet Spot before being given access to any specific aspects of the Platform. Any additional agreement is in addition to this Agreement and will govern your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.

7.2. To Applications

Subject to your compliance with this Agreement and any other terms and conditions accompanying each Application, Sweet Spot will permit you to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform, Content, and Services as intended. You may install each Application only on computers, mobile devices, or smart phones owned or controlled by you and used only for your own personal and non-commercial purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to you by Sweet Spot. Except as expressly set forth in the previous sentence, you are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement you are required to agree to before being given access to any Application.

7.3. To Reminders

The Platform may allow you to set delivery and maintenance service reminders (each a "Reminder") through text messages, emails, third-party calendar integrations, or push notifications to your device. By opting in to receive Reminders, you may also receive text messages, emails, and push notifications from Sweet Spot regarding the Platform. You may use the opt out features in the Application to modify your preferences if you no longer wish to receive Reminders. If you do not want to receive Reminders as push notifications (but otherwise want to receive Reminders), you may disable such push notifications through your device or browser settings, as applicable.

7.4. To Other Users

The Platform may allow you to communicate with other Users through the Platform. By connecting or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the Platform. You agree that you are solely responsible for all communications between you and any other User through the Platform. Your extension or acceptance of a connection, or other communication with another User will serve as your affirmative "opt in" to the disclosure of any of your User Content or other data or information (which may include your personal information) that you provide to that other User.

7.5. To Content

Unless otherwise noted on the Platform, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, and other media, is owned by Sweet Spot, the User providing User Content, or Sweet Spot's other third-party providers. You represent and warrant that you will comply with the Acceptable Use Policy as to all Content available through the Platform. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with this Agreement, you may access the Content solely for your own personal and noncommercial purposes in connection with your own use of the Platform and Services. Sweet Spot has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Each User is solely responsible for any and all of its User Content. Because Sweet Spot does not control User Content, you acknowledge and agree that Sweet Spot is not responsible for any User Content. Sweet Spot makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and Sweet Spot assumes no responsibility for any User Content. Your interactions and transactions with any other User are solely between you and such User. You agree that Sweet Spot will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other User, Sweet Spot is under no obligation to become involved. Without limiting the foregoing, Sweet Spot will not be held liable to you or any other third party for any Content (including your User Content) under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, you are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If you would like to use any Content in a manner not permitted by this Agreement, please contact Sweet Spot.

8. Your Services

Except as otherwise expressly provided herein, you are solely responsible for any services you offer, provide, or make available through the Platform (collectively, "Your Services"). You agree that none of Your Services will: (1) violate this Agreement, including the Acceptable Use Policy; or (2) violate any applicable Laws or cause Sweet Spot or any other User to violate any applicable Laws.

9. App Store

The Applications may be obtained through a third-party distribution platform (e.g., the Apple App Store or Google Play App Store) (each an "App Store") and are to be used solely on a mobile device owned or controlled by you that operates such third party's operating system. You agree to comply with all applicable third-party terms of the App Store (the "Usage Rules") when using an Application. To the extent this Agreement provides for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies. This Agreement incorporates by reference the terms of the Addendum to this Agreement and any other terms available at the respective App Store from which you have obtained the Application. You agree that this Agreement is between you and Sweet Spot, and not with the App Store. The App Store is not responsible for the Application, maintenance and support services or any warranty thereof, or addressing any claims related thereto. You agree to pay all fees charged by the App Store in connection with the Applications (if any). The Applications may also be subject to additional terms and conditions and privacy policies, and Sweet Spot is not a party to nor responsible for those additional terms.

10. Payment

10.1. Placing Your Orders

You may be permitted to place orders seeking to purchase bicycles, equipment, and other products and offerings (collectively, "Products") available for sale on the Platform (whether in the form of an online order submitted through the Platform, a service provider's platform, or an order submitted by way of email, phone, or other form permitted by Sweet Spot, each an "Order"). By submitting any Order, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY METHOD OF PAYMENT UTILIZED IN CONNECTION WITH THAT ORDER. All Orders are subject to acceptance by Sweet Spot, in its sole discretion, and Sweet Spot may limit or restrict quantities of Products purchased without notice to you, even after the Order has been placed.

10.2. Terms of Sale, Refunds, and Returns

In addition to this Agreement, your purchase of any Products is governed by the terms displayed on the Platform in connection with each product and any additional terms provided to you in connection with your Order or any acceptance of your Order provided by Sweet Spot, for example, if a Product is non-refundable, not available for returns, or if other terms apply, and includes Sweet Spot's shipping and return policies (taken together, the "Terms of Sale"). By placing an Order, you agree to be bound by the Terms of Sale with respect to that Order and all products included in that Order. If this Agreement conflicts with the Terms of Sale, the Terms of Sale will govern and control with respect to the Products provided to you under that Order. Risk of loss and title to any Products you purchase pass to you upon delivery of those Products to the applicable carrier. Any Product descriptions or visualizations on the Platform are for convenience purposes only, and Sweet Spot does not represent that they are accurate. This includes size, weight, color, and other specifications provided. If a Product is listed at an incorrect price or with incorrect information, Sweet Spot shall have the right to refuse or cancel any Order placed for those Products, whether or not the Order has been confirmed or your credit card has been charged. If your credit card has already been charged for an Order and the Order is canceled, Sweet Spot will issue you a credit or refund in the amount of the charge. Please note that for any sales tax errors, the issuance of a refund for the amount in error will be the exclusive remedy. Sweet Spot may in the future have a Frequently Asked Questions page. For more information about how you can return a Product, or for questions related to shipping, please reach out to us at support@thesweetspot.com, or see our Frequently Asked Questions page, if applicable.

10.3. Promotions

Sweet Spot may offer Users special free trials, promotional codes, credits, awards, or other discounts ("Promotions"). All Promotions will be offered at the sole discretion of Sweet Spot, and can be modified or terminated at any time by Sweet Spot with or without advance notice. Promotions may be offered on a limited time basis and may be subject to certain restrictions. As part of a Promotion, Sweet Spot may offer credits to charges that are non-transferrable, non-refundable for cash, and may be subject to additional terms and conditions.

10.4. Payment Processor

Unless otherwise stated in the Platform, Sweet Spot payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By utilizing Sweet Spot for payment processing services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Sweet Spot enabling payment processing services through Stripe, you agree to provide Sweet Spot accurate and complete information about you and your business (if applicable), and you authorize Sweet Spot to share with Stripe such information and transaction information related to your use of the payment processing services provided by Stripe.

11. Termination

This Agreement may be terminated by either party at any time, in that party's sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination or expiration of this Agreement for any reason: (1) all rights and licenses granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Platform and all Content and Services (including all Content you obtained prior to termination or expiration); (3) you will immediately delete any Applications you have downloaded or installed prior to termination or expiration; and (4) Sweet Spot may, in its sole discretion, delete your User Account and any of your User Content held by Sweet Spot. Sections 1 (Definitions); 6 (Content); 8 (Your Services); 10 (Payment); 11 (Termination); 13 (Platform Technology); 14 (Ownership); 15 (Representations and Warranties); 16 (Indemnity); 17 (Limitation of Liability); 18 (Data Privacy); 19 (Claims of Infringement); 20 (Dispute Resolution); 21 (Governing Law and Venue); 22 (Notices); 23 (Linked Sites); 24 (Additional Terms); 25 (Questions, Complaints, Claims); and 26 (Contact Information) will survive any expiration or termination of this Agreement.

12. Suspension

Without limiting Sweet Spot's right to terminate this Agreement, Sweet Spot may also suspend your access to your User Account and the Platform or any Content or Services (including your User Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Sweet Spot, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, Sweet Spot, or any other User or third party.

13. Platform Technology

The Platform, and the databases, software, hardware, and other technology used by or on behalf of Sweet Spot to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Sweet Spot. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble information or data regarding other Users, including email addresses, without their consent; (5) alter, modify, reproduce, create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) interfere with the operation or hosting of the Technology; or (11) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests, and queries, or to strip, scrape, deep link, or mine Content from the Technology (except that Sweet Spot grants the operators of public search engines revocable permission to use spiders to copy materials 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).

14. Ownership

Sweet Spot retains all right, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Platform, Content, and Services under this Agreement. The names and logos of Sweet Spot, and all product and service names associated with the Platform, Content, and Services are trademarks of Sweet Spot and its licensors and you are granted no right or license to use them.

15. Representations and Warranties

15.1. Mutual

Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.

15.2. Compliance with Laws; Prohibition against Criminal Behavior

You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that you will access and use the Platform in compliance with all Laws applicable to you, your User Content, and any other Content you may access through the Platform. Sweet Spot is not responsible for notifying you of any such Law, enabling your compliance with any such Law, or for your failure to comply. You represent and warrant to Sweet Spot that your User Content, Your Services, and your use of and access to the Platform, including any Content, will comply with all applicable Laws and will not cause Sweet Spot itself or any other User to violate any applicable Laws.

15.3. No Warranties; Disclaimer

THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." Sweet Spot AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. Sweet Spot AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Sweet Spot, ITS EMPLOYEES, OR LICENSORS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

16. Indemnity

You hereby agree to indemnify, defend, and hold harmless Sweet Spot and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation ("Claim") against any Indemnified Party arising in any manner from: (1) your access to or use of the Platform, Content, or Services; (2) your User Content or any access to or use thereof; (3) Your Services or any access thereto or use thereof; (4) any access to or use of your User Content or Your Services by any other User; (5) your collection, use, and disclosure of any User Content; (6) your violation of applicable Laws; and (7) your breach of any representation, warranty, or other provision of this Agreement. Sweet Spot will use reasonable efforts to provide you with notice of any such claim or allegation, and Sweet Spot will have the right to participate in the defense of any such claim at its expense.

17. Limitation of Liability

Sweet Spot WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE PLATFORM, CONTENT, OR SERVICES, EVEN IF Sweet Spot HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY LOSS OF YOUR USER CONTENT, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS, OR SERVICES. Sweet Spot'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $300 OR THE TOTAL AMOUNT PAID BY YOU TO Sweet Spot RESULTING FROM ANY ORDERS MADE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT Sweet Spot WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Sweet Spot'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Data Privacy

Sweet Spot's current privacy policy is located at: https://www.thesweetspot.com/privacy ("Privacy Policy"). Please review the Privacy Policy to learn about what personal information Sweet Spot may collect about you; how Sweet Spot uses that personal information; and with whom Sweet Spot shares that personal information. You expressly consent to the use and disclosure of your personal information and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Sweet Spot will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) ("Usage Data") resulting from your access to and use of the Platform, Services, or Content. To the extent any such Usage Data is collected or generated by Sweet Spot, such Usage Data will be solely owned by Sweet Spot and may be used by Sweet Spot for any lawful business purpose without a duty of accounting to you, provided that the Usage Data is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

19. Claims of Infringement

Sweet Spot respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:

TSS Collective Holdings, Inc. d/b/a "Sweet Spot"
Attn: Sweet Spot Copyright Agent
300 Center Dr, Ste G, #344, Superior, CO 80027
support@thesweetspot.com

Please provide the following information to Sweet Spot's copyright agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature. Sweet Spot will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Platform.

20. Dispute Resolution

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION ("ARBITRATION AGREEMENT") CAREFULLY. It requires you to arbitrate disputes with Sweet Spot and limits the manner in which you can seek relief from Sweet Spot.

20.1. Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Platform, Content, or Services or to any aspect of your relationship with Sweet Spot, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, and (b) you or Sweet Spot may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the "Last Updated" date of this Agreement or any prior version of this Agreement.

20.2. Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Ryan Fishel, Attn: TSS Collective Holdings, Inc. d/b/a "Sweet Spot", 300 Center Dr, Ste G, #344, Superior, CO 80027. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing, or other fees and you cannot obtain a waiver from JAMS, Sweet Spot will pay them for you. In addition, Sweet Spot will reimburse all such JAMS's filing, administrative, hearing, or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

20.3. Authority of Arbitrator

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Sweet Spot. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Sweet Spot.

20.4. Waiver of Jury Trial

YOU AND SWEET SPOT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sweet Spot are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

20.5. Waiver of Class or Other Non-Individualized Relief

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this Subsection's limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of Colorado. All other claims shall be arbitrated.

20.6. 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to TSS Collective Holdings, Inc. d/b/a "Sweet Spot", Attn: Legal, 300 Center Dr, Ste G, #344, Superior, CO 80027, or support@thesweetspot.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with Sweet Spot.

20.7. Severability

Except as provided in Section 20.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration Agreement shall continue in full force and effect.

20.8. Survival of Agreement

This Arbitration Agreement will survive the termination or expiration of your relationship with Sweet Spot.

20.9. Modification

Notwithstanding any provision in this Agreement to the contrary, the parties agree that if Sweet Spot makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Sweet Spot at support@thesweetspot.com with a subject line that must include "Arbitration Agreement Notice."

21. Governing Law and Venue

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A., as such laws apply to contracts between residents of Colorado without regard to conflict of laws provisions thereof. Subject to Section 20 (Dispute Resolution), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Colorado, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Sweet Spot.

22. Notices

Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Sweet Spot by postal mail to the address for Sweet Spot listed in Section 26 below. Sweet Spot may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to Sweet Spot in connection with your User Account, provided that in the case of any notice applicable both to you and other Users of the Platform, Sweet Spot may instead provide such notice by posting on the Platform. Notices provided to Sweet Spot will be deemed given when actually received by Sweet Spot. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

23. Linked Sites

The Platform, Content, or Services may contain links to third-party sites or content that are not under the control of Sweet Spot. If you access a third-party site or content from the Platform or Services, then you do so at your own risk and Sweet Spot is not responsible for any content on any linked site. You may establish a link to the Site, provided that the link does not state or imply any sponsorship or endorsement of your site by Sweet Spot or any group or individual affiliated with Sweet Spot. You may not use on your site any Content or marks appearing on the Site or Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without Sweet Spot's prior written consent.

24. Additional Terms

Unless otherwise amended as provided herein, this Agreement will exclusively govern your access to and use of the Platform, Content, and Services, and is the complete and exclusive understanding and agreement between the parties regarding such subject matter, and supersedes any oral or written proposal, agreement, or other communication between the parties, regarding your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Sweet Spot under this Agreement must be in writing or later acknowledged by Sweet Spot in writing. Any waiver or failure by Sweet Spot to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Sweet Spot of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Sweet Spot. Any purported assignment in violation of the foregoing will be null and void. Sweet Spot may assign this Agreement to any party that assumes Sweet Spot's obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other, or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to the words "include," "includes," and "including" will mean "include," "includes," and "including," in each case, "without limitation." Upon request from Sweet Spot, you agree to provide Sweet Spot with such documentation or records with respect to your activities under this Agreement as may be reasonably requested for Sweet Spot to verify your compliance with the terms of this Agreement and all applicable Laws.

25. Questions, Complaints, Claims

If you have any questions, complaints, or claims with respect to the Sites, Applications, Platform, Content, or Services, please contact Sweet Spot at support@thesweetspot.com. Sweet Spot will do its best to address your concerns. If you feel that your concerns have been addressed incompletely, Sweet Spot invites you to let it know for further investigation.

26. Contact Information

TSS Collective Holdings, Inc. d/b/a "Sweet Spot"
Attn: Legal – Terms of Service
300 Center Dr, Ste G, #344, Superior, CO 80027
support@thesweetspot.com

Addendum

Supplemental Terms for Apple

Notwithstanding anything set forth above, with respect to any Application accessed through or downloaded from the Apple App Store (each an "App Store-Sourced Application"), the following additional terms and conditions apply.

1. Acknowledgement: You acknowledge and agree that this Agreement is between you and Sweet Spot, not Apple, and Sweet Spot, not Apple, is solely responsible for the App Store-Sourced Application and the content thereof. Your use of the App Store-Sourced Application must comply with the App Store Terms of Service
2. Scope of License: For the avoidance of doubt, you will only use the App Store-Sourced Application (a) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (b) as permitted by the Usage Rules set forth in the Apple App Store Terms of Service
3. Maintenance and Support: You acknowledge that Apple does not and will not have any obligation whatsoever to provide any maintenance or support services with respect to the App Store-Sourced Application.
4. Warranty: You agree that Sweet Spot shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the App Store-Sourced Application to conform to any applicable warranty, you have the right to notify Apple and Apple shall refund the purchase price for the App Store-Sourced Application to you. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App Store-Sourced Application and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sweet Spot, to the extent applicable.
5. Product Claims: Both parties hereto acknowledge and agree that as between Sweet Spot and Apple, Sweet Spot, not Apple, is responsible for addressing any claims made by you or any third party relating to the App Store-Sourced Application or your possession or use of the App Store-Sourced Application, including: (i) product liability claims; (ii) any claim that the App Store-Sourced Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
6. Intellectual Property Rights: Both parties hereto acknowledge that in the event of any third-party claim that the App Store-Sourced Application or your possession and use of that App Store-Sourced Application infringes such third party's intellectual property rights, as between Sweet Spot and Apple, Sweet Spot, not Apple, will solely be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
7. Legal Compliance: 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 a U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: Sweet Spot's contact information for any questions, complaints, or claims with respect to the App Store-Sourced Application is set forth in this Agreement.
9. Third Party Terms of Agreement: you must comply with all applicable third party terms of agreement when using the App Store-Sourced Application, e.g., you must not be in violation of your wireless data service when using the App Store-Sourced Application.
10. Third-Party Beneficiary: Both parties acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of this Agreement as related to your license of the App Store-Sourced Application,, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
11. Apple Minimum Terms Control: You acknowledge and agree that if any of the terms and conditions of this Agreement are inconsistent or in conflict with Apple's applicable Instructions for Minimum Terms for Developer's End User License Agreement, the terms and conditions of Apple's Instructions for Minimum Terms of Developer's End User License Agreement shall apply.