These terms of service constitute a legally binding agreement (the “Agreement”) between you (“you,” or “your”) and Mill Lane Productions, LLC (“Mill Lane,” “we,” “us” or “our”), a U.S. based Limited Liability Company, which governs your use of the Mill Lane application, website, and/or technology platform (collectively, the “Mill Lane Platform” or “Platform”). Either you or Mill Lane are a “Party,” as applicable, and together are the “Parties.”

The Mill Lane Platform provides a marketplace where individuals who seek to exchange domestic and foreign currency can be matched with other individuals seeking to exchange domestic and foreign currency. Such individuals are collectively referred to in this Agreement as “Users.” To access the Mill Lane Platform, each User must create a User account. The domestic and foreign currency exchange services provided by Users matched through the Platform shall be referred to collectively as the “Services” for purposes of this Agreement.

By creating your User account and using the Mill Lane Platform (collectively “Your Platform”), you expressly acknowledge that Mill Lane is not a currency exchanger and does not provide currency exchange services. The choice as to whether or not to conduct an exchange of currency with another respective User is solely up to each respective User contacted through the platform. Once matched, any decision by a User to offer or accept services through the platform is a decision made in the sole discretion of such User. Mill Lane neither encourages nor discourages a User to engage in the provision of a currency exchange in any given situation. Where one User provides currency exchange services to another User, such provision of services shall constitute a separate agreement between such Users.

By creating Your Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. If you do not agree to be bound by the terms and conditions of this agreement, you may not use or access the Mill Lane Platform or the Services.

 

1. Eligibility for Access, Use and Payments

   The Mill Lane Platform is available only to, and may only be used by, persons who can form legally binding contracts under applicable law, provided, however, the Mill Lane Platform is not available to minors or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the authority, right, and capacity to enter into and abide by the terms and conditions of this Agreement.

   Your payments for use of the Mill Lane Platform shall be applied through the Apple Store and/or Google Play Store as you purchase Credits therein. Credits are consumed from the Apple Store and/or Google Play Store upon your action to communicate directly with a swap partner. One Credit will be charged per $100 (or equivalent) traded.

2. Term and Termination

   This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 15 (Agreement Modifications). You may discontinue your use of the Mill Lane Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account, or revoke your permission to access the Mill Lane Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Mill Lane Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The following Sections shall survive any termination or expiration of this Agreement: 2 (Term and Termination); 4 (User Information), with respect to the license; 5 (Prohibited and Restricted Activities); 6 (Proprietary Rights); 7 (Confidentiality); 8 (User Representations and Warranties); 9 (Disclaimers); 11 (Indemnification); 12 (User Dispute Release); 13 (Limitation of Liability); 14 (Arbitration); 15 (Agreement Modifications); 16 (Relationship of the Parties); and, 19 (Additional Provisions).

3. Mill Lane Communications

   You expressly consent and agree, by becoming a User, to accept and receive communications from us, including via e-mail or text message. You understand and acknowledge that you are not required to consent to receive promotional messages as a condition of using the Mill Lane Platform or the Services. To opt out from receiving promotional messages, you may change the setting in your Account Preferences.

4. User Information

   Your Information is any information you provide, publish or post to or through the Mill Lane Platform (including any profile information you provide) or send to other Users (including via feedback within the application, any email feature, and/or through any Mill Lane-related social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Mill Lane Platform and participate in the Services. We use a third party to host your chats, so we do not store or control your chats. We do have access to it upon request, but such access will be conducted only for audit or limited purposes.

   No accessed chat data will be stored in the Mill Lane Productions’ Konverti application. Your User identity is managed by Apple and/or Google directly through those channels, which are not stored in the Konverti application. Konverti User profiles are limited to Nickname/Handle, Optional Photo, and Ratings feedback. Such limited data and chat history are stored for a limited period of time (1-2 weeks) for audit purposes. In the unlikely event that a transaction fails or experiences obstacles, Mill Lane must access the chat history to help resolve such issues. You hereby consent to such limited access. Otherwise, your specific identity management occurs in Apple and Google Play, to which Mill Lane does not have access. Instead, Mill Lane receives an encrypted piece of code to enable the handshake between users, while not allowing Mill Lane to store any of your proprietary or personal data.

   For details on our collection and use of personal information in connection with the Mill Lane Platform and Services go to Mill Lane’s Privacy Policy available in the Privacy Policy as follows:

   What information do we collect?

   We collect limited information from you when you register on our site, communicate with a swap partner or fill out a form.

   When ordering or registering on our site, as appropriate, you may be asked to enter your email, telephone number, nickname/handle and optional photo. You may, however, visit our site anonymously.

   What do we use your information for?

   Any of the information we collect from you may be used in one of the following ways:

   • To personalize your experience – your information helps us to better respond to your individual needs.
   • To improve our website – we continually strive to improve our website offerings based on the information and feedback we receive from you.
   • To improve customer service – your information helps us to more effectively respond to your customer service requests and support needs.
   • To send periodic emails – we may email you information, respond to inquiries, and/or other requests or questions.

   How do we protect your information?

   • We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information. We do not retain or store your Apple or Google Play ID.

   Do we use cookies?

   • Yes (cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information).
   • We use cookies to compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business.

   Do we disclose any information to outside parties?

   • We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

   Third party links

   • Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

   Online Privacy Protection Act Compliance

   • Because we value your privacy we have taken the necessary precautions to be in compliance with Delaware privacy protection requirements, as well as the California Online Privacy Protection Act which currently imposes the strictest requirements in the United States. We also abide by the strictest global privacy protection requirements. To that end, we will not distribute your personal information to outside parties without your consent and protect your privacy accordingly.

   Childrens Online Privacy Protection Act Compliance

   • We are in compliance with the requirements of COPPA (Children’s Online Privacy Protection Act), we do not collect any information from anyone under 18 years of age. Our website, products and services are all directed to people who are at least 18 years old or older.

   Online Privacy Policy Only

   • This online privacy policy applies only to information collected through our website and not to information collected offline.

   Your Consent

   • By using our site, you consent to our website’s privacy policy.

   Changes to our Privacy Policy

   • If we decide to change our privacy policy, we will post those changes on this page, and/or update the Privacy Policy modification date below.

   Contacting Us

   If there are any questions regarding this privacy policy you may contact us using the information below.

   Web: www.konverti.com

   Mill Lane Productions
   16192 Coastal Highway
   Lewes, DE 19958

   E-mail: management@konverti.com

   Furthermore, Accepting of this agreement serves as an Opt-In for our use of your Photo in the Mill Lane application, your acceptance to have Mill Lane Productions, LLC (“Mill Lane,” “we,” “us” or “our”) use your photograph or similar semblance of your image in connection with your use of the Mill Lane application, website, and/or technology platform.

   By electronically signing this document, you affirmatively agree to Mill Lane Productions’ use of your photograph or image. Upon your written request, Mill Lane Productions is at all times ready and willing to remove your photo or image, in accordance with the correspondence instructions specified in the Terms of Service.

   The Platform serves only as a passive means for your posting of Information online and you are solely responsible for your Information and your interactions with other Users or other persons. You agree to provide and maintain accurate, current and complete information and agree that we and other Users or persons viewing your Information may rely on your Information as accurate, current, and complete.

   You warrant and represent to us that you are the sole author of your Information. To allow the Mill Lane Platform to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Provided, however, Mill Lane does not assert any ownership over your Information. Subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

   You are the sole authorized user of your Platform account and you are solely responsible for maintaining the confidentiality of any password provided by you or Mill Lane for accessing the Mill Lane Platform. You are solely and fully responsible for all activities that occur under your User account. Mill Lane expressly disclaims any and all liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User Account or you suspect any other type of security breach, you agree to immediately notify Mill Lane.

5. Prohibited and Restricted Activities

   With respect to your use and or participation in the Services, you agree that you will not: (a) use the Mill Lane Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) impersonate any person or entity; (c) email, post, or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; (d) post Information or interact on the Mill Lane Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal; (e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Mill Lane Platform; (f) create liability for us or cause us to become subject to regulation as a currency exchanger or provider of currency exchange services; (g) interfere with or disrupt the Services or the Mill Lane Platform or the servers or networks connected to the Mill Lane Platform; (h) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Mill Lane Platform or any software used on or for the Mill Lane Platform; (i) “frame” or “mirror” any part of the Mill Lane Platform without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; (j) transfer or sell your User account, password and/or identification to any other party; (k) rent, lease, lend, sell, redistribute, license or sublicense the Mill Lane Platform or access to any portion of the Mill Lane Platform; (l) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Mill Lane Platform or its contents; (m) link directly or indirectly to any other web sites; (n) stalk, threaten, or otherwise harass any person; (o) violate any law, statute, ordinance or regulation; or, (p) cause any third party to engage in the restricted activities above.

   If you do not comply with these restrictions and prohibitions, we reserve the right, but have no obligation, to suspend or deactivate your User account or take other appropriate action.

   If you do not comply with these restrictions and prohibitions, we reserve the right, but have no obligation, to suspend or deactivate your User account or take other appropriate action.

6. Proprietary Rights

   All intellectual property rights in the Mill Lane Platform shall be owned by us absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. Any and all other trademarks, logos, service marks, company or product names set forth in the Mill Lane Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Mill Lane. Mill Lane shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

   “Mill Lane” and “Mill Lane Productions” and other Mill Lane logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Mill Lane in the United States and/or other countries (collectively, the “Mill Lane Marks”). If you provide Services as a User, Mill Lane grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Mill Lane Marks solely in connection with providing the Services through use of the Mill Lane Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Mill Lane’s prior written permission, which it may withhold in its sole discretion. The Mill Lane Marks may not be used in any manner that is likely to cause confusion.

   You acknowledge that Mill Lane is the owner and licensor of the Mill Lane Marks, and that your use of the Mill Lane Marks will confer no additional interest in or ownership of the Mill Lane Marks in you but rather inures to the benefit of Mill Lane. You agree to use the Mill Lane Marks strictly in accordance with Mill Lane’s Guidelines on Trademark Usage, as may be provided to you and revised from time to time, and to immediately cease any use that Mill Lane determines to nonconforming or otherwise unacceptable.

   You agree that you will not: (a) create any materials that incorporate the Mill Lane Marks or any derivatives of the Mill Lane Marks other than as expressly approved by Mill Lane in writing; (b) use the Mill Lane Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Mill Lane Marks other than in accordance with the terms, conditions and restrictions herein; (c) take any other action that would jeopardize or impair Mill Lane’s rights as owner of the Mill Lane Marks or the legality and/or enforceability of the Mill Lane Marks, including, without limitation, challenging or opposing Mill Lane’s ownership in the Mill Lane Marks; (d) apply for trademark registration or renewal of trademark registration of any of the Mill Lane Marks, any derivative of the Mill Lane Marks, any combination of the Mill Lane Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Mill Lane Marks; (e) use the Mill Lane Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

   If you create any materials bearing the Mill Lane Marks (in violation of this Agreement or otherwise), you agree that upon their creation Mill Lane exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Mill Lane Marks or derivative works based on the Mill Lane Marks. You further agree to assign any interest or right you may have in such materials to Mill Lane, and to provide information and execute any documents as reasonably requested by Mill Lane to enable Mill Lane to formalize such assignment. Violation of any provision of this License may result in immediate termination of the License, in the sole discretion of Mill Lane.

7. Confidentiality

   You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Mill Lane’s business, operations and properties, including all code, inventions, know-how, and including User information (“Confidential Information”) disclosed to you by Mill Lane for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Mill Lane in order to prevent it from falling into the public domain. Notwithstanding the above, your nondisclosure obligation and restriction on use shall not apply to information which you can document and prove: (a) was rightfully in your possession or known to you without restriction prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of your own; (c) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or, (d) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to Mill Lane). You acknowledge that disclosure of Confidential Information would cause substantial harm to Mill Lane that could not be remedied by the payment of damages alone and therefore, upon any such disclosure by you, Mill Lane shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

8. User Representations and Warranties

   By providing Services as a User on the Mill Lane Platform, you represent, warrant, and agree that: (a) while providing the Services, you will comply with all applicable laws, and any violations of such provisions will be solely your responsibility; (b) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation, or military service; (c) you will not attempt to defraud or otherwise deceive Mill Lane or Users in connection with your provision of Services; (d) you will not make any falsification or misrepresentation regarding Mill Lane, the Mill Lane Platform, the Services, or your status as a User, or engage in any other activity which contradicts the terms of this Agreement or is otherwise inconsistent with your obligations under this Agreement; (e) you will pay all applicable federal, state and local taxes based on your provision of Services; (f) you agree that we may obtain information about you, including, but not limited to, your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement; and, (g) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages.

9. Disclaimers

   The Mill Lane Platform is provided on an “as is” basis and without any express, implied, or statutory warranty or condition. Mill Lane does not guarantee and does not promise any specific results from use of the Mill Lane Platform and/or the Services, including the ability to provide or receive Services at any given time or location.

   We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

   Mill Lane does not warrant that your use of the Mill Lane Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Mill Lane Platform will be corrected, or that the Mill Lane Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Mill Lane Platform or Services.

   Mill Lane cannot ensure and has no control over the safety or the quality of the currency exchange that occurs as a result of the Services. We cannot ensure that a User will complete an arranged currency exchange service.

   We cannot guarantee that each User is who he or she claims to be. When using the Mill Lane Platform and Services, each User should exercise safe practices and use common sense. Mill Lane does not accept responsibility or liability for any content, communication or other use or access of the Mill Lane Platform by persons under the age of 18, or persons acting under false pretense, in violation of this Agreement.

   Mill Lane is not responsible for the conduct, whether online or offline, of any User of the Mill Lane Platform or Services. You are solely responsible for your interactions with other Users. By using the Mill Lane Platform and participating in the Services, you expressly agree that Mill Lane is not responsible for the acts or omissions of Users on the Mill Lane Platform or participating in the Services and you expressly agree to accept such risks associated with the acts or omissions of Users on the Platform or participating in the Services.

   It is possible for others to obtain information about you that you provide, publish or post to or through the Mill Lane Platform, send to other Users, or share during the Services. We are not responsible for the use of any personal information that you disclose to other Users on the Mill Lane Platform or through the Services, including, but not limited to, the use of such information by others to harass or harm you. Mill Lane disclaims all liability, regardless of the form of action, for the acts or omissions of other Users (including “hackers” or any unauthorized users).

   Under no circumstances will Mill Lane be responsible for any loss or damage resulting from your reliance on information or other content posted on the Mill Lane Platform or otherwise disseminated by third parties. We reserve the right, but we have no obligation, to monitor the materials posted on the Mill Lane Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

   To the extent the Mill Lane Platform contains links to other web sites owned and operated by third parties (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Content”), Mill Lane is not responsible for any Third Party Sites or Third Party Content accessed through the Mill Lane Platform.

   Location data provided by the Mill Lane Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Mill Lane, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Mill Lane Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Mill Lane Platform may be accessible to Mill Lane and certain Users of the Mill Lane Platform.

   All disclaimers made in this Section 9 (Disclaimers) are made on behalf of Mill Lane, our affiliates, and each of our respective officers, directors, employees, agents, owners, and suppliers.

10. Force Majeure

    Mill Lane shall not be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving Mill Lane employees), internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties.

11. Indemnification

    You will indemnify, defend and hold harmless Mill Lane, our affiliates, and each of our respective officers, directors, employees, agents, owners, and suppliers, from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Mill Lane Platform and participation in the Services, including: (a) your breach of this Agreement, all exhibits and attachments, or the documents this Agreement incorporates by reference; (b) any allegation that any materials that you submit to us or transmit through the Mill Lane Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (c) your violation of any law or the rights of a third party as a result of your own interaction with such third party; and, (d) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

12. User Dispute Release

    In the event that you have a dispute with one or more Users, you agree to release Mill Lane (including our affiliates and each of our respective officers, directors, employees, agents, owners, and suppliers) from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the Mill Lane Platform or participation in the Services. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

13. Limitation of Liability

    IN NO EVENT WILL WE, OUR AFFILIATES, OR EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OWNERS, OR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE MILL LANE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE MILL LANE PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL AND/OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR COMMUNICATING WITH OR MEETING OTHER USERS OF THE MILL LANE PLATFORM OR SERVICES, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Arbitration

    You and Mill Lane agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to the use of the Mill Lane Platform and/or the Services, or the interpretation, enforceability, revocability, or validity of the Agreement, or the ability to arbitrate any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules or as otherwise mutually agreed by you and Mill Lane. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and Mill Lane agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.

    YOU ACKNOWLEDGE AND AGREE THAT YOU AND MILL LANE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

     

15. Notices

    Except as explicitly stated otherwise, any notices to Mill Lane shall be given by certified mail, postage prepaid and return receipt requested to:

    Mill Lane Productions
    16192 Coastal Highway
    Lewes, DE 19958

    Such notice shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the Mill Lane Platform or given to you via the email address you provide to Mill Lane during the registration process, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Mill Lane during the registration process. In such case, notice shall be deemed given 5 days after the date of mailing.

16. Relationship of the Parties

    Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Parties, and neither Party shall have any right to bind the other or incur any obligation on the other’s behalf without the other’s prior written consent.

17. Agreement Modifications

    We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon notice to you. If you do not agree to any such changes you may not use or access the Mill Lane Platform or the Services.

18. Headings

    Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

19. Additional Provisions

    Governing Law. This Agreement shall be construed in accordance with, and be governed by, the laws of the State of Delaware without regard to choice of law principles.

    Assignment. This Agreement, including all exhibits and attachments, and all incorporated agreements, shall be binding upon and shall be for the benefit of Mill Lane and you and both Parties’ respective legal representatives, successors, and permitted assigns. Without limiting the foregoing, you shall not be entitled to assign, sublicense, or delegate this Agreement, in whole or in part, without Mill Lane’s prior written consent. Any attempted assignment, delegation, or assumption of this Agreement not in accordance with this Section 19 (Additional Provisions) will be of no force or effect. You agree that this Agreement, including all exhibits and attachments, and all incorporated agreements may be automatically assigned by Mill Lane, in our sole discretion in accordance with Section 15 (Notices) of this Agreement.

    Severability of Terms. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

    Waiver. No waiver of any provision of this Agreement, nor a Party’s failure to act with respect to a breach by the other Party, shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Parties.

    Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Mill Lane with respect to the subject matter hereof.