These Terms of Service (“Terms”) apply to your access to and use of the website located at www.zeacon.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Zeacon Technologies, Inc. (“Zeacon”, “we”, “our” or “us”). Your use of the Site constitutes your consent to these Terms.

THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS-ACTION WAIVER, WHICH MEANS YOU AND ZEACON AGREE TO RESOLVE MOST DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND NOT BY MEANS OF A CLASS ARBITRATION, A CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR A JURY TRIAL (SEE SECTION 14). YOU MAY OPT OUT OF THE ARBITRATION REQUIREMENT WITHIN 30 DAYS OF ACCEPTING THESE TERMS; INSTRUCTIONS FOR OPTING OUT ARE IN SECTION 14 BELOW. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW, DO NOT USE ZEACON’S SITE.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Site, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Site.

To the extent you use any products or services provided by Zeacon, such use is governed by and pursuant to a separate manually or digitally accepted agreement.

1 Eligibility and Use Restrictions

(a) Authorization. By using the Site, you affirm that you are of legal age to agree to these Terms. If you use or access our Site on behalf of another person or entity, (i) all references to “you” throughout these Terms (other than in this Section 1(a)) will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. Our Site is provided to you only for your personal and/or internal business use and not for the benefit or use of any third party.

(b) Jurisdiction. The Site is controlled or operated (or both) from the United States, and is not intended to subject Zeacon to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

2 Your Information

You may provide certain information to Zeacon in connection with your access or use of our Site, or we may otherwise collect certain information about you when you access or use our Site. You agree to receive emails and other types of communication from us using the email address or other contact information you provide in connection with the Site. You represent and warrant that any information that you provide to us in connection with the Site is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

3 Accounts

You may need to register to use all or part of the Site. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your username and password are for your personal use only and should be kept confidential. You, and not Zeacon, are responsible for any use or misuse of your username or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your account.

4 User Content

(a) Our Site may allow you and other users to create, post, store, and share content, including messages, text, forum posts, and other materials (collectively, “User Content”). If you post or otherwise share User Content on or through our Site, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Site, you do so at your own risk.

(b) Except for the license you grant below, as between you and Zeacon, you retain all rights in and to your User Content, excluding any portion of the Site included in your User Content. You grant Zeacon and its subsidiaries and affiliates a perpetual, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c) You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that contains or depicts (i) any statements, remarks, or claims that do not reflect your honest views and experiences; (ii) any unsolicited promotions, political campaigning, advertising, or solicitations; (iii) any private or personal information of a third party without such third party’s consent; or, (iv) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Site, or may expose Zeacon or others to any harm or liability of any type.

(d) Enforcement of this Section 4 is solely at Zeacon’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

(e) We may (but have no obligation to) monitor, evaluate, alter or remove User Content before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

5 Prohibited Conduct

(a) You will not use our Site if you are not eligible in accordance with Section 1 and will not use our Site other than for its intended purposes. Further, you will not, in connection with our Site:

▪ Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;

▪ Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

▪ Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

▪ Reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code, raw data, algorithms, models, except to the extent expressly permitted by applicable law;

▪ Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;

▪ Modify our Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site;

▪ Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;

▪ Incorporate the Site into any other offering (whether software-as-a-service or otherwise);

▪ Use the Site to develop, or assist in the development of, a product which is competitive with any Zeacon offering;

▪ Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

▪ Use our Site for any pornographic or illegal activities, or upload any User Content depicting the same;

▪ Use our Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Site or that could damage, disable, overburden, or impair the functioning of our Site in any manner;

▪ Link to any online portion of the Site in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Zeacon, except as expressly permitted by us; or

▪ Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Site except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Zeacon grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Zeacon reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

(b) Enforcement of this Section 5 is solely at Zeacon’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

6 Ownership; Limited License

The Site, and all intellectual property rights therein and thereto, are owned by Zeacon or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Site, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 4 and 5), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site for your personal and internal business use. Any use of the Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

Zeacon and our logos, product or service names, slogans, and the look and feel of the Site are trademarks of Zeacon and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Site are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

7 Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Zeacon, our Site, or our other products and services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, the Site, our other products and services, or to improve or develop new products, services, in Zeacon’s sole discretion. Zeacon will exclusively own all improvements to, or new, Zeacon products, services or the Site based on any Feedback. You understand that Zeacon may treat Feedback as nonconfidential.

8 Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our “DMCA Policy”).

(b) Reporting Claims of Copyright Infringement. If you believe that any content on our Site infringe any copyright that you own or control, you may notify Zeacon’s designated agent (your notification, a “DMCA Notice”) as follows:

Designated Agent: Jay Gounder

Address: 3120 139th Ave SE Suite 500, Bellevue, WA 98005

Telephone Number: (833) 932-2660

Email Address: legal@zeacon.com

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Site is infringing, you may be liable to Zeacon for certain costs and damages.

9 Third-Party Content

(a) Our Site relies on or interoperates with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Site. You acknowledge that (i) the use and availability of the Site is dependent on third-party product vendors and service providers and (ii) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Site operates.

(b) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Site (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Site at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Site.

10 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Zeacon and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Zeacon Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (i) your access to or use of the Site; (ii) your User Content or Feedback; or (iii) your violation of these Terms. You will promptly notify Zeacon Parties of any third-party Claims, cooperate with Zeacon Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Zeacon Parties will have control of the defense or settlement, at Zeacon’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other agreement between you and Zeacon or the other Zeacon Parties.

11 Disclaimers

Your use of and access to our Site and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Site, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. Zeacon disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Zeacon does not represent or warrant that our Site or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Site or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While Zeacon attempts to make your use of our Site and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Site or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Site and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Zeacon, Zeacon Parties, and their respective agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

12 Limitation of Liability

(a) To the fullest extent permitted by applicable law, Zeacon and the other Zeacon Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if Zeacon or the other Zeacon Parties have been advised of the possibility of such damages.

(b) The total liability of Zeacon and the other Zeacon Parties for any claim arising out of or relating to these Terms or our Site, regardless of the form of the action, is limited to $100.

(c) The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Zeacon or the other Zeacon Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13 Release

To the fullest extent permitted by applicable law, you release Zeacon and the other Zeacon Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14 Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ZEACON TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND ZEACON CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ZEACON FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND ZEACON AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. ZEACON AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND ZEACON EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 14(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims This Section Applies To. This Section 14 applies to all Claims between you and Zeacon. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 14(c), below) between you and Zeacon, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, or the Site, including any claims related to the use or operation of the Site, the purchase of any products or services made available through the Site, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Zeacon or if Zeacon believes it has a Claim against you, you and Zeacon will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Zeacon will make a good-faith effort to negotiate the resolution of any Claim for [45] days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 14(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to Zeacon by certified mail, addressed to Zeacon Technologies, Inc., Attn: Legal Department, 3120 139th Ave SE Suite 500, Bellevue, WA 98005 or by email to legal@zeacon.com. Zeacon will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Zeacon. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves(and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Zeacon files an Arbitration Demand without complying with the requirements in this Section 14, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Zeacon, including any disputes in which you or Zeacon seek injunctive or other equitable relief for the alleged unlawful use of your or Zeacon’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 14(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 14, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If you are a “Consumer,” meaning that you only use the Site for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and Zeacon. If you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Zeacon.

These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Zeacon to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or Zeacon may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Zeacon by certified mail addressed to Zeacon Technologies, Inc., Attn: Legal Department, 3120 139th Ave SE Suite 500, Bellevue, WA 98005 or by email to legal@zeacon.com. Zeacon will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Zeacon.

The arbitration will be conducted by a single arbitrator in the English language. You and Zeacon both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Zeacon agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or Zeacon files a Claim in arbitration, you and Zeacon agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Zeacon agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 14(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

1 Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

2 Initial Arbitrations. The parties shall identify an initial set of [20] Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select [10] Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the [20] selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.

3 Mediation. Upon conclusion of the [20] Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.

4 Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial [20] Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 15.

If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.

If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select [30] Claimant Notices (or the total remaining if less than [30]) that comply with Section 14(b) to proceed in arbitration in the same manner as described in Section 14(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@zeacon.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 14 (except changes to notice addresses) as to you, by emailing legal@zeacon.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 14. You may reject changes to Section 14 only as a whole. You may not reject only certain changes to Section 14. If you reject changes made to Section 14, the most recent version of Section 14 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Zeacon against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Zeacon will no longer have the right to assert that Claim.

(m) Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.

15 Governing Law

Any dispute, claim, or controversy that arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy that arises from or relates to these Terms is not subject to arbitration pursuant to Section 14, then the state and federal courts located in the County of King, Washington, will have exclusive jurisdiction. You and Zeacon waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

16 Severability

If any portion of these Terms other than Section 14 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

17 Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

18 Miscellaneous

(a) Zeacon’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

(b) If you have a question or complaint regarding the Site, please send an email 3120 139th Ave SE Suite 500, Bellevue, WA 98005. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.