Terms of Service Agreement

Effective Date: January 1, 2024

PalKeeper app is a software product of PalKeeper Inc. Therefore, the following terms and conditions (”Terms”, ”Agreement”) are an agreement between PalKeeper Inc (collectively, ”PalKeeper”, ”us”, ”we” or ”our”) and You.

Definition of "You": If You are an individual, ”You” means Yourself and anyone who works with or assists You. If You are a merchant, work for, or own, a business entity, ”You” means the business entity, which You agree You are authorized to represent, as well as all other persons who own, or are employed by, or perform work for, that business. ”Your” means things that belong to or are associated with You (collectively, ”user”, ”you” or ”your”).

This Agreement sets forth the general terms and conditions of your use of the PalKeeper Services through our:

• Mobile applications (PalKeeper, PalKeeper SOS, PalKeeper Chatter, PalKeeper U2 Earner)
• Websites: https://www.palkeeper.com, https://www.palkeepers.com
• Any of our products or services (collectively, ”Mobile Application” or ”Services”)

1. Acceptance of This Agreement

PalKeeper Inc provides location information services. Our services technologies may allow users to:

• Provide updates and get feedback from other users about their wellbeing at a particular place and time
• Trigger SOS alert to their emergency contacts for help when in dire distress using our SOS Alert services
• Chatter about local conditions using the Chatter services
• Earn money while using our services through U2 Earner services

If you access the website located at www.palkeeper.com or www.palkeepers.com, install or use PalKeeper mobile applications, or access any information, function, or service available or enabled by us (each, a ”Service” and collectively, the ”Services”), or complete the PalKeeper account registration process, you hereby represent and warrant that:

(a) you have read, understand, and agree to be bound by this Agreement;

(b) you are of legal age in the jurisdiction in which you reside to form a binding contract with PalKeeper Inc (the ”Minimum Age”);

(c) you have the authority to enter into the Agreement personally;

(d) you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with PalKeeper Privacy Policy, which is incorporated in this Agreement by reference.

Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein by reference. Such terms include but not limited to:

• Privacy policy
• Community Standards
• Cookie policy
• Acceptable use policy
• Refund policy
• Referral policy
• Disclaimer

2. Accounts and Membership

You must be at least 13 years of age to register for and use our Services including the Mobile Application (PalKeeper). By using our Services and by agreeing to this Agreement you warrant and represent that you are at least 13 years of age.

If you create an account in the Mobile Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security.

We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

3. E-Sign Disclosure

By creating a PalKeeper account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing PalKeeper Inc at privacy@PalKeeper.com with ”Revoke Electronic Consent” in the subject line.

To view and retain a copy of this disclosure, you will need:

• A device (such as a computer or mobile phone) with a web browser and Internet access
• Either a printer or storage space on such device

For a free paper copy, email us at privacy@PalKeeper.com with contact information and the address for delivery.

4. User Content

(a) General: We do not own any data, information or material (”Content”) that you submit in the Mobile Application or website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor and review Content in the Mobile Application submitted or created using our Services by you.

You grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

You also grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose.

(b) User-generated content: PalKeeper may provide you with interactive opportunities through the Services, including, by way of example, the ability to post location reviews, trigger SOS alert, Chatter, etc (collectively, ”User-generated Content” also, ”User Content”). You acknowledge and agree that to the extent that PalKeeper provides a technology platform allowing you to provide said user content, you understand and agree that you do not work for PalKeeper and your user-generated content is only for your goodwill purpose for the PalKeeper Services.

You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant PalKeeper a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with PalKeeper's business and in all forms now known or hereafter invented (”Uses”), without notification to and/or approval by you.

You further grant PalKeeper a license to use your username and/or other User profile information, including without limitation your flagging history and chatter contents, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services.

In the interest of clarity, the license granted to PalKeeper herein shall survive termination of the Services or your account. PalKeeper reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or we consider to be objectionable for any reason.

You agree that PalKeeper may monitor and/or delete your User Content (but does not assume the obligation) for any reason in PalKeeper sole discretion. PalKeeper may also access, read, preserve, and disclose any information as PalKeeper reasonably believes is necessary to:

• Satisfy any applicable law, regulation, legal process, or governmental request
• Enforce this Agreement, including investigation of potential violations hereof
• Detect, prevent, or otherwise address fraud, security, or technical issues
• Respond to User support requests
• Protect the rights, property or safety of PalKeeper, its users and the public

(c) Feedback: You agree that any submission of any ideas, suggestions, and/or proposals to PalKeeper through its suggestion, feedback, wiki, chatter, forum or similar pages (”Feedback”) is at your own risk and that PalKeeper has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to PalKeeper a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback.

(d) SOS Alert: PalKeeper SOS, Watch My Back feature is our service shortcut to allow you easily and quickly update your emergency contacts or temporary assigned ”back watchers” of your safety situation at a meeting place with someone or people you do not know well or you do not fully trust. This virtual location information tool allows you feel confident that someone knows where you are and with whom you are meeting.

PalKeeper SOS alert feature may:

• Provide shortcut buttons/functionalities on your internet connected mobile device through the PalKeeper mobile application to help make it easy for you to quickly and discreetly trigger emergency alerts to your assigned emergency contacts or back watchers who must also be registered PalKeeper users and have the PalKeeper mobile application installed in their internet connected device to be able to receive the PalKeeper SOS alert when triggered
• Let you schedule and update your assigned back watchers about your condition from time to time at a scheduled meeting or location
• Let you record and transmit audio and live videos to your emergency contacts to help them know ongoing threats and details of the scene or identifying information about assailant(s) as well as intensity of the ongoing situation
• Let your emergency contacts see your mobile device's location when you trigger the SOS alert

You agree that:

• You will not deceptively trigger the PalKeeper SOS alert
• You will only trigger SOS alert when you are in danger or in distress and need emergency services
• You will not use the SOS alert to frame, harm, injure or hurt another person, people, or business
• You will not endanger yourself as an emergency contact or the user in danger during active SOS alert
• Your use of our SOS alert service will comply with the terms of this Agreement

If we determine, in our sole discretion, that your use of the PalKeeper SOS functionality could diminish the integrity of our services or otherwise violates this Agreement, we may deactivate your account without notice.

(e) Chatter Pinning (Chattering): PalKeeper provide users ability to chatter about local conditions through the PalKeeper Chatter feature. Said chatter services maybe enabled in private mode or public mode and users may chatter using the preset template or custom chatter.

To the extent that we provide preset chatter templates, e.g. for Traffic condition pinning on the PalKeeper app, chatter pinning inputs whether using preset templates or custom chatter, in private or public mode, are considered User Content and are governed by this Agreement.

• i) PalKeeper chatter are programmed to reset/disappear after a predetermined duration
• ii) Though chatter may disappear from the app interface, we may keep your chatter activities in our archives for our records no later than 90 days from the day they are generated in case of situation arising that may require us to provide your activities for legal purposes
• iii) Preset chatter templates are only suggestions. PalKeeper shall have no liability for any of your chattering or for any claims for personal endangerment or economic loss resulting from such chattering
• iv) You agree that:
  • (1) you will base your chatter pinning on actual experience at the time of pinning
  • (2) you will not pin deceptive or misleading chattering for any reason including in exchange for payment, or other benefits from any person or entity
  • (3) your chatter pinning will comply with the terms of this Agreement
  • (4) If we determine, in our sole discretion, that any chatter could diminish the integrity of our service or violates this Agreement, we may deactivate your account without notice

(i) Removal of Content By You: You may remove your Content from the Service at any time. You must remove your Content if you no longer have the rights required by these terms. Once you remove a Content, the content will be permanently deleted and you will not be able to retrieve that Content again.

(j) Removal of Content By Us:

• (i) We shall PERMANENTLY DELETE and remove certain USER GENERATED CONTENTS after 90 DAYS from when it was created to refresh our servers and data storage systems and allow for smooth and outstanding services.
• (ii) If we reasonably believe that any Content is in breach of this Agreement or may cause harm to us and/or our service, our users, or third parties, we may remove or take down that Content in our discretion immediately. Such removed Content may be archived on our system for as long as possible before being completely removed permanently from our archives. We will notify you with the reason for our action unless we reasonably believe that to do so:
  • (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Us or our Affiliates
  • (b) would compromise an investigation or the integrity or operation of the Service
  • (c) would cause harm to any user, other third party, Us or our Affiliates

See our Troubleshooting page for more about reporting and enforcement, including how to appeal a removal by us.

5. Communications with PalKeeper

By creating a PalKeeper account through any of our services, you electronically agree to accept and receive communications from PalKeeper, or third parties providing services to PalKeeper including via email, text message, calls, and push notifications to the cellular telephone number and email address provided to PalKeeper.

You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of PalKeeper, its affiliated companies and/or Contractor, including but not limited to communications concerning your account on the Services. Message and data rates may apply.

If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the Settings in your account. You may also opt-out of receiving text messages from PalKeeper by replying ”STOP” from the mobile device receiving the messages.

6. Rules and Prohibitions

By using the Services, you agree that:

(a) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.

(b) You will not use another User's account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

(c) You will not use the Services to cause nuisance, annoyance or inconvenience.

(d) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.

(e) You will not use the Services in any way that could damage, disable, overburden or impair any PalKeeper server, or the networks connected to any PalKeeper server.

(f) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any PalKeeper server.

(g) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures PalKeeper may use to prevent or restrict access to the Services or use of the Services or the content therein.

(h) You will not deep-link to the PalKeeper website or access the PalKeeper website manually or with any robot, spider, web crawler, extraction mobile application, automated process and/or device to scrape, copy, index, frame, or monitor any portion of the PalKeeper website or any content on the PalKeeper website.

(i) You will not conduct any systematic retrieval of data or other content from the Services.

(j) You will not try to harm other Users, PalKeeper, or the Services in any way whatsoever.

(k) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.

(l) You will not attempt to undertake any of the foregoing.

7. Billing and Payments

(A) General Fees And Taxes – You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Services. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Where Services are offered on a free trial basis, payment may be required after the free trial period ends, and not when you enter your billing details (which may be required prior to the commencement of the free trial period).

If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time. We also reserve the right to refuse any order you place with us.

(B) Trial or Promotional Subscriptions – From time to time, PalKeeper offers some existing users trial of Premium Service features or other promotional subscriptions to new users. Such trial or promotional subscriptions are subject to these Terms and the PalKeeper Terms of Promotions except as otherwise stated in the promotional offer. When your free trial period has expired, your subscription will automatically convert into a Premium Service subscription, and PalKeeper will bill you the applicable fee. If you cancel your Premium Service subscription before the trial period has expired, PalKeeper will not charge you for the Premium Service subscription. If you purchase a Premium Service subscription with a promotional code, each time your Premium Service subscription renews, you will be charged the full billing amount. Only one trial or promotional subscription is available to each User. If your account is ever terminated for any reason, you shall not be eligible for a free trial on any subsequent Premium Service subscription or any of PalKeeper services.

(C) Premium Subscriptions – Premium is an automatically renewing subscription requiring recurring payments. Our Premium Service is offered for a monthly or yearly fee payable at the start of the relevant period. By signing up for the Premium Service and providing PalKeeper with your payment account information, you agree that:

• (a) you will be charged your first Premium subscription fee and any applicable taxes on the date you purchase your Premium subscription
• (b) you authorize PalKeeper and its service providers to store your payment method for the purpose of executing future Premium auto-renewal transactions
• (c) UNLESS YOU CANCEL, BY DEFAULT (AND WITH PRIOR NOTICE TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR PREMIUM SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD
• (d) AT THE TIME OF RENEWAL, PALKEEPER WILL AUTOMATICALLY CHARGE THE THEN-CURRENT PREMIUM SERVICE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES TO AN ELIGIBLE PAYMENT METHOD THAT WE HAVE ON FILE FOR YOU

If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to your Premium subscription. If you would like to use a different payment method or if there is a change in payment method, please update your billing information.

(D) No Refunds – Charges paid by you for the Services are final and non-refundable. PalKeeper has no obligation to provide refunds or credits, but may grant them, in each case in PalKeeper's sole discretion.

(E) Cancellations – You can cancel your Premium Service subscription at any time on the google play store or Apple app store. Instructions on how to cancel are available here.

• You must cancel at least one (1) day before the next-scheduled subscription renewal date to avoid being charged for the next subscription period (e.g., if renewal date is May 6, you must cancel by 11:59:59 pm PT on May 5)
• If you participated in a free trial or other promotional subscription period for PalKeeper Premium Service, you may cancel within the first 72 hours of your paid PalKeeper Premium Service subscription and receive a full refund of your PalKeeper Premium Service fee (as applicable)
• For monthly subscribers, if you cancel your PalKeeper Premium Service within the first 72 hours during the paid monthly period, PalKeeper may refund your Premium Service fee in its sole discretion
• For annual subscribers, if you cancel your PalKeeper Premium Service within thirty (30) days of your yearly Premium Service subscription period, PalKeeper may refund your paid annual Premium Service subscription fee in its sole discretion
• If you cancel your PalKeeper Premium Service at any other time, you will not receive a refund, but you can continue to enjoy the Premium Service features through the end of your then-current subscription period

(F) Updates and Changes – The PalKeeper Premium Service prices and features may change in the future. If PalKeeper changes the monthly or annual fee charged for a PalKeeper Premium Service, PalKeeper will notify you and provide you with the opportunity to change your subscription before PalKeeper Premium Service is renewed for another subscription term. Your continued use of the Services after the change becomes effective will constitute your acceptance of the fee change. If you do not wish to continue subscribing with the new fees, you may cancel your PalKeeper Premium Service within the specified notice period. Any PalKeeper Premium Services will be subject to the terms and conditions in effect at the time you sign up or your subscription renews.

PalKeeper may also make such changes with respect to current PalKeeper Premium Services. In that case, PalKeeper will provide you with notice via email of the changes and when those changes will take effect. If you disagree with the changes to your current PalKeeper Premium Service terms and conditions, you may cancel your PalKeeper Premium Service and receive a refund of your subscription fee on a pro rata basis calculated from the end of the month during which you cancel the subscription.

(G) No Transfer or Assignments & Cancellations by PalKeeper – Your PalKeeper Premium Service cannot be transferred or assigned. PalKeeper reserves the right to accept, refuse, suspend, or cancel your PalKeeper Premium Service at any time in its sole discretion. If PalKeeper cancels your PalKeeper Premium Service, you will receive a refund of your subscription fee on a pro rata basis calculated from the end of the month during which your subscription was cancelled, unless PalKeeper terminates your account or your PalKeeper Premium Service because we determine, in our sole discretion, that your actions or your use of the Services violates this Agreement or has harmed another User.

8. Accuracy of Information

Occasionally there may be information in the PalKeeper services: on the websites at www.palkeeper.com, www.palkeepers.com, or PalKeeper Mobile Applications that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Mobile Application or on any related Service is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Mobile Application including, without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Mobile Application should be taken to indicate that all information in the Mobile Application or on any related Service has been modified or updated.

9. Advertisement

Depending on your account subscription type (basic subscription - free or premium - paid subscription), during use of any of the PalKeeper services, you may be shown advertisements from Third-Party services or other promotional materials on the Service. You may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through our website or Mobile Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable Third-Party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

PalKeeper does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. PalKeeper is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you deem necessary or appropriate before proceeding with any transaction with any third party.

10. Links to Third-Party Services

(a) General – Although this Mobile Application may link to other mobile applications, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked service or mobile application, unless specifically stated herein. Some of the links in the Mobile Application may be ”affiliate links”. This means if you click on the link and purchase an item, PalKeeper Inc will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their mobile applications. We do not assume any responsibility or liability for the actions, products, services, and content of any third parties. You should carefully review the legal statements and other conditions of use of any service or mobile application which you access through a link from any of our services. Your linking to any other off-site mobile applications is at your own risk.

(b) Third-Party Websites, Applications and Advertisements – The Services may contain links to third-party websites (”Third-Party Websites”) and applications (”Third-Party Applications”) and advertisements (”Third-Party Advertisements”) (collectively, ”Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, PalKeeper will not warn you that you have left PalKeeper's Website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of PalKeeper.

(c) App Stores – You acknowledge and agree that the availability of the Application is dependent on the third party from which you received the Application license, e.g., the Apple iPhone or Android app stores (”App Store”). You acknowledge and agree that this Agreement is between you and PalKeeper and not with the App Store. PalKeeper, not the App Store, is solely responsible for the Mobile Application and the Services, including the Application and the Services, the content thereof, maintenance, support services and warranty thereof, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).

In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or the Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using the Application. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.

11. Backups

We perform regular backups of the Content, however, these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. We do not provide any sort of compensation for lost or incomplete data in the event that backups do not function properly. We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty.

12. Prohibited Uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the Mobile Application or its Content:

• (a) for any unlawful purpose
• (b) to solicit others to perform or participate in any unlawful acts
• (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances
• (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others
• (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
• (f) to submit false or misleading information
• (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related mobile application, other mobile applications, or the Internet
• (h) to spam, phish, pharm, pretext, spider, crawl, or scrape
• (i) for any obscene or immoral purpose
• (j) to interfere with or circumvent the security features of the Service or any related mobile application, other mobile applications, or the Internet

We reserve the right to terminate your use of the Service or any related mobile application for violating any of the prohibited uses.

13. Termination

If you violate this Agreement, PalKeeper may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists. In addition, at its sole discretion, PalKeeper may modify or discontinue the Mobile Application or Service, or may modify, suspend or terminate your access to the Mobile Application or the Services, for any reason, with or without notice to you and without liability to you or any third party.

In addition to suspending or terminating your access to the Mobile Application or the Service, PalKeeper reserves the right to take appropriate legal action, including without limitation: pursuing civil, criminal or injunctive redress. Even after your right to use the Mobile Application or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

14. Intellectual Property Rights

”Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world.

This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Mobile Application or the Services, or any intellectual property rights owned by PalKeeper Inc including but not limited to PalKeeper website; PalKeeper Mobile Application and logo; and the product names associated with the PalKeeper and Services are trademarks of PalKeeper Inc or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Mobile Application or the Services.

PalKeeper alone (and its licensors, where applicable) shall own all rights, titles and interests, including all related intellectual property rights, in and to the Mobile Application and the Services. This Agreement does not transfer to you any intellectual property owned by PalKeeper Inc or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with PalKeeper Inc. All trademarks, service marks, graphics and logos used in connection with the Mobile Application or Services, are trademarks or registered trademarks of PalKeeper Inc or PalKeeper Inc licensors. Other trademarks, service marks, graphics and logos used in connection with the Mobile Application or Services may be the trademarks of other third parties. Your use of the Mobile Application and Services grants you no right or license to reproduce or otherwise use any PalKeeper Inc or third-party trademarks.

15. Disclaimer of Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE that such Service is provided on an ”as is” and ”as available” basis and that your use of our Services is solely at your own risk. CHANGES ARE PERIODICALLY MADE TO THE MOBILE APPLICATION AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We make no warranty that the Services will be accurate, meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the reliability of any information obtained through the Service or that defects in the Service will be corrected.

You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

16. Breach and Limitation of Liability

To the fullest extent permitted by applicable law, in no event will PalKeeper Inc, its affiliates, directors, officers, employees, agents, or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages.

To the maximum extent permitted by applicable law, the aggregate liability of PalKeeper Inc and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount greater of one naira or any amounts actually paid in cash by you to PalKeeper Inc for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

17. Indemnification

You agree to indemnify and hold harmless PalKeeper and its officers, directors, employees, agents and affiliates (each, an ”Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys' fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from:

• (a) your User Content
• (b) your misuse of the Mobile Application or Services
• (c) your breach of this Agreement or any representation, warranty or covenant in this Agreement
• (d) your violation of any applicable laws, rules or regulations through or related to the use of the Mobile Application or Services

In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys' fees incurred by the Indemnified Party. PalKeeper reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PalKeeper in asserting any available defenses.

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

18. Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

19. Dispute Resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the Federal Republic of Nigeria, without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of ECOWAS. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Akwa Ibom State, Nigeria, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20. Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

21. Changes and Amendments

We reserve the right to modify this Agreement or its policies relating to the Mobile Application or Services at any time, effective upon posting of an updated version of this Agreement in the Mobile Application. When we do, we will post a notification in our Mobile Application. Continued use of the Mobile Application after any such changes shall constitute your consent to such changes.

22. Modifications

PalKeeper reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Mobile Application or Services at any time, effective upon posting of an updated version of this Agreement through the Services. We will notify you of changes to this agreement. If you do not agree to the new terms, you must deactivate your account immediately and you will not be bound by the amended terms. Otherwise, your continued use of the Services after the new amended terms constitutes your agreement to such changes.

23. Additional Terms and Policies

By using the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with PalKeeper's Privacy Policy, which is incorporated in this Agreement by reference. Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein by reference.

24. Acceptance of These Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Mobile Application or its Services you agree to be bound by this Agreement.

25. Contacting Us

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via:

• The contact form on our website
• Send an email to info@PalKeeper.com
• Telephone Number: +234 [Phone Number]