October 20, 2025
These Terms of Service (these " Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph (" you") and Pokedar (" Pokedar") and apply to Pokedar's online services, applications, tools, and other technology, including those made available via http://pokedar.com and any successor links and associated webpages (the " Site") (collectively, the " Services"). PLEASE READ THESE TERMS CAREFULLY. WHEN YOU CREATE AN ACCOUNT, CHECK A BOX, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 12, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND POKEDAR WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
Pokedar may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services (" Supplemental Terms"). Any Supplemental Terms become part of your agreement with Pokedar if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
Pokedar may make changes to these Terms. If Pokedar makes changes, Pokedar may provide you with notice of such changes, such as by sending an email, providing a notice through the Site, or otherwise. Unless Pokedar says otherwise in its notice, the amended Terms will be effective immediately, and your continued use of the Services after Pokedar provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and Pokedar arising prior to the date on which Pokedar posted the updated Terms incorporating such changes or otherwise notified you of such changes.
1. THE SERVICES
1.1. Right to Use. Subject to your compliance with the terms and conditions of these Terms, Pokedar grants you a limited, non-exclusive, revocable right to use the Services solely for your internal purposes on a device that you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party.
1.2. Third-Party Services. Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, " Third-Party Services" and the providers of such services, " Third-Party Service Providers"). You are solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services (" Third-Party Terms"). Pokedar is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Pokedar does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Pokedar may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Pokedar's control. POKEDAR WILL NOT BE LIABLE FOR, AND POKEDAR EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.
1.3. Service-Specific Terms. If you use any of the following Services, then without limiting the terms or conditions of these Terms, you agree to the following additional terms and conditions.
(i) General Terms Applicable to Transactions. The following terms and conditions apply to Transactions, regardless of the type of Transaction.
A. Processing. Transactions are processed by third parties (including, without limitation, applicable payment processors, such as Stripe) (" Transaction Processors"). We are not responsible or liable for processing Transactions, including, without limitation, any partially completed Transactions, delayed Transactions, mistakenly processed Transactions, or unprocessed Transactions, and we make no representations, warranties, or guarantees with respect to any Transaction, including, without limitation, that any Transaction will be timely processed or processed at all. For clarity, Transaction Processors are Third-Party Service Providers, the services offered by Transaction Processors are Third-Party Services, and any terms or conditions you may enter into with Transaction Processors are Third-Party Terms (each as defined in Section 1.2), and the disclaimers, warranties, and other terms set forth in Section 1.2 with respect to the foregoing apply to Transactions processed by Transaction Processors.
1.4. Modifications. Notwithstanding anything to the contrary in these Terms, (a) Pokedar may conduct maintenance on the Services from time to time without prior notice to you and (b) Pokedar may modify, limit, or entirely eliminate features of the Services from time to time at Pokedar's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services.
2. ELIGIBILITY AND ACCOUNTS
2.1. Eligibility. In order to use the Services, you must meet, and you represent and warrant that you do meet, the following criteria: (a) you must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; and (b) you must not be listed on any United States government list of prohibited or restricted parties. Users under 18 years of age (or the age of legal majority where the user lives) may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to the Services.
2.2. Use on Behalf of Others. If you use the Services on behalf of another person or entity, (a) all references to "you" throughout these Terms (other than in this Section 2.2) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity's behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.
2.3. Accounts.
(a) Registration. You need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You are responsible for all activities that occur in connection with your account. We may accept or reject your account request in our sole discretion, including, without limitation, if you fail to comply with the terms and conditions of Section 2.3(b) below.
(b) Provision of Information. You agree to provide us with the information we request for the purposes of (i) registering and maintaining your account and (ii) otherwise providing the Services, which such information may include, without limitation, information (including personal information) related to identity verification, payment verification, and the detecting of money laundering, terrorist financing, fraud, or any other financial crimes. You permit us to keep a record of such information and represent and warrant that such information (and all other information submitted in connection with the Services, including, without limitation, Your Data (as defined below)) is accurate, complete and truthful. You agree to keep us updated if any of the information you provide changes. We may modify, limit, or entirely eliminate your access to any or all Services as a result of information collected about you. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
(c) Conditions. Your account is subject to the following conditions:
(i) Access. You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
(ii) Security. You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. Any unauthorized access to your account by third parties could result in the loss or theft of Property Interests and any associated accounts, including your credit or debit card(s). You understand and agree that you will not hold us responsible for managing or maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
(iii) Electronic Communication. You agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
3. YOUR OBLIGATIONS
3.1. Restrictions. You agree that the Services contain trade secrets and other valuable proprietary information belonging to Pokedar. You will not, and will ensure that no third parties: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, transfer, or lease the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by Pokedar; or (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services. You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Pokedar without Pokedar's express written consent. You will not use any meta-tags or any other "hidden text" utilizing any of Pokedar's names, trademarks, or service marks without the express written consent of Pokedar.
3.2. Acceptable Use. You will not use the Services, and will ensure that no third parties use the Services, to: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post disparaging, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content, data, or information; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or Pokedar provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation. You are solely responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services.
3.3. Additional Representations and Warranties. You additionally represent, warrant and covenant that at all times during your use of the Services, (a) you will comply with all Applicable Laws.
4. YOUR DATA
4.1. Ownership. You own and retain all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with your use of the Services, including personal information (" Your Data"), including all intellectual property rights therein. You acknowledge and agree that you (not Pokedar) have control over Your Data stored by operation of the Services.
4.2. Use of Your Data. You hereby grant Pokedar and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Your Data (including, without limitation, providing Your Data to applicable Service Providers and others) to (a) provide, support, monitor, analyze, and improve the Services and improve Pokedar's other products and services, (b) communicate with you about your account, (c) comply with the law and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Services, (e) perform market research, (f) conduct product research and improvement and development of products and services by Pokedar, and/or (g) for any other lawful purpose. Pokedar may expand its use of Your Data in its discretion if not precluded by Applicable Laws. Pokedar will not be required to transmit or provide you or any third party with Your Data in any format except as required by Applicable Laws.
4.3. Rights in Your Data. You represent and warrant to Pokedar that you have the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 and to otherwise provide Your Data to Pokedar and allow the collection of Your Data by Pokedar in connection with your use of the Services. You acknowledge that Pokedart exercises no control over the content of Your Data. You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights. Without limiting the generality of the foregoing, you will be solely responsible for: (a) ensuring that you and Pokedart, to the extent acting on your behalf, have the right to collect, store, use, process, and share Your Data via the Services; and (b) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under Applicable Laws with respect to Your Data collected, stored, used, processed, and shared in connection with the Services.
4.4. 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 the Services infringes any copyright that you own or control, you may notify Pokedar's designated agent (your notification, a " DMCA Notice") as follows:
Designated Agent: Copyright Agent
Email Address: hello@pokedar.com (subject line "DMCA Takedown Request")
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 the Services is infringing, you may be liable to Pokedar for certain costs and damages:
5. FEES AND PAYMENTS
5.1. General. You will pay Pokedar all fees and amounts charged by Pokedar for use of the Services (collectively, the " Fees") in accordance with this Section 5. Except as expressly set forth in Section 5.2, we may, in our sole discretion and at any time, with or without notice to you, (a) impose additional Fees and/or (b) increase or lower existing Fees. Fees may include, without limitation, (i) amounts charged during any onboarding processes, (ii) amounts charged in connection with any Transaction, (iii) amounts charged for Subscription Services (as defined below), and/or (v) other amounts charged and disclosed to you. You are responsible for any and all taxes applicable to Transactions and it is your responsibility to report and pay such taxes to the proper taxing authority.
5.2.Authorization. You authorize us to maintain your account information and charge your designated payment method in your account (the " Designated Payment Method") as permitted in these Terms and as otherwise disclosed to you, including, without limitation, in connection with Recurring Subscriptions (as defined below) and any other authorizations you have provided to us (including, without limitation, authorizations for automatic account withdrawals). You represent and warrant that you are authorized to use and have Fees charged to your Designated Payment Method.
5.3. Subscriptions. Your use of certain Services may require enrollment in a payment plan involving automatic renewal (such Services, " Subscription Services" and such payment plan, a " Recurring Subscription"). If you use Subscription Services, you authorize us to maintain your account information and charge your Designated Payment Method automatically upon the renewal with no further action required by you. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew unless you cancel it. If we are unable to charge your Designated Payment Method as authorized by you when you enrolled in a Recurring Subscription, we may in our sole discretion (a) bill you for your Subscription Services and suspend your access to such Subscription Services until payment is received or (b) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your Designated Payment Method as authorized by you. You may cancel your subscription by contacting our customer support team at hello@pokedar.com. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription Fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Subscription Services through the end of your current subscription period. We may change the Fees charged for Recurring Subscriptions at any time by posting updated pricing through the Services or otherwise notifying you, but the Fees for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Subscription Services will be charged at the then-current subscription Fees. If you do not agree to these Fee changes, you must cancel your Recurring Subscription at least ten days before the changes take effect. If you do not cancel, your Recurring Subscription will automatically renew at the then-current Fee at the time of renewal and for the same duration as the initial subscription term, and we will charge your Designated Payment Method on the first day of the renewal of the subscription term.
5.4. Effect of Non-Payment. If you fail to pay any Fees or other amounts due and owing, Pokedar may, without limiting its rights or remedies at law, in equity, or under these Terms (each of which Pokedar expressly reserves), (a) automatically charge your Designated Payment Method, (b) impose interest and/or other finance charges on any outstanding balances up to the maximum rate permitted by Applicable Laws, (c) liquidate your Property Interests, in whole or in part, (d) suspend or terminate your account or your access to the Services, and/or (e) impose additional fees and/or charges, including, without limitation, reinstatement fees if your account or your access to the Services has been suspended or terminated. You will reimburse us for all costs and expenses associated with any of the foregoing, including, without limitation, attorneys' fees and costs of collection.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Ownership by Pokedar. Subject to the use rights granted under these Terms, as between the parties, Pokedar owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to you any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to you in, to, or under Pokedar's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.
6.2. Usage Data. Notwithstanding anything to the contrary in these Terms, you agree that Pokedar may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Pokedar resulting from the use or provision of the Services, including information derived from or based on Your Data (" Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer Pokedar products and services, and/or (d) for any other lawful purpose. Pokedar owns and retains all rights to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Pokedar has no obligation to provide or make any Usage Data available to you.
7. TERM, TERMINATION, AND SUSPENSION
7.1. Term. The term of these Terms commences on your acceptance of these Terms and, unless either party terminates your access to the Services as set forth in this Section 7, continues until your access to the Services terminates or expires.
7.2. Termination for Convenience. You may terminate your access to the Services by notifying Pokedar in writing or by closing your account. Without limiting Pokedar's other termination rights in these Terms (which we expressly reserve), Pokedar may terminate your access to the Services at any time by notifying you in writing (with email notice being sufficient).
7.3. Suspension of Services; Additional Remedies. Without limiting Pokedar's rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), you agree that Pokedar may immediately and without notice to you (a) suspend or close your account, (b) pause or terminate your access to the Services, or (c) take any other action in Pokedar's sole discretion if (i) we suspect or determine, in our sole discretion, that (A) you have engaged in money laundering, fraud, counterfeiting, or other violations of Applicable Laws, (B) you have breached these Terms, (C) your use of the Services adversely affects or interferes with the normal operation of the Services or any service to others, (D) we are prohibited by an order of a court or other governmental agency from providing the Services, or (E) there exists a security incident that threatens the security of the Services, Your Data, or any data of others or (ii) for any other reason in Pokedar's sole discretion. POKEDAR WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS PARAGRAPH.
7.4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all rights granted to you under these Terms and Pokedar's obligations will immediately cease, and you will stop accessing or using the Services, except the following provisions will survive: Sections 3.1 (Restrictions), 4.1 (Ownership), 4.2 (Use of Your Data), 5 (Fees), 6 (Intellectual Property Rights), 7.4 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimers and Release), 11 (Limitation of Liability), 12 (Arbitration), and 13 (General Provisions).
8. CONFIDENTIALITY
8.1. Protection. You may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential (" Confidential Information"). You agree that if you are exposed to or receive Confidential Information, you: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose.
8.2. Injunctive Relief. You expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event Pokedar will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
8.3. Feedback. You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to Pokedar regarding Pokedar and/or the Services (" Feedback"). Feedback, even if designated as "confidential" or "proprietary" by you, will not create any confidentiality or other obligation for Pokedar, and you hereby assign to Pokedar all rights (including intellectual property rights), title and interest in and to such Feedback. All Feedback is Confidential Information.
9. INDEMNIFICATION
You will indemnify and hold Pokedar and its affiliates, and its and their officers, employees, and agents (the " Pokedar Parties") harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with your access to or use of the Services (including, without limitation, your breach or alleged breach of these Terms) (each, an " Indemnifiable Claim"). Additionally, you will, at Pokedar's sole election, defend Pokedar and the other Pokedar Parties from any Indemnifiable Claims. If Pokedar directs you to defend an Indemnifiable Claim, then (i) Pokedar has the right to approve the counsel you select to defend the Indemnifiable Claim and (ii) Pokedar may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at your expense. Pokedar may also exclusively retain control of the defense of an Indemnifiable Claim. You will not settle an Indemnifiable Claim without Pokedar's written consent.
10. DISCLAIMERS AND RELEASE
THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, POKEDAR HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. POKEDAR DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL COMPLY WITH APPLICABLE LAWS (OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS), OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. POKEDAR MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF YOUR USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM, INCLUDING, IN EACH CASE, IN CONNECTION WITH ANY TRANSACTIONS (AS DEFINED HEREIN).
Without limiting the foregoing, you expressly acknowledge and agree that Pokedar is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any acts or omissions you take in connection with the Services or when using the Services, and that Pokedar is not a money transmitter nor registered or licensed before any governmental authority, including, without limitation, the U.S. Securities and Exchange Commission. Neither our communications nor any information that we provide to you are intended as, or should or will be considered or construed as, any advice or recommendation, including, without limitation, any advice or recommendation concerning any registered or unregistered commodity, security, or other asset or interest. You represent and warrant that you are not relying on any communication (written or oral) of Pokedar as advice or recommendation to engage in any Transaction and that Pokedar has not (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Transactions or (b) made any representation to you regarding the legality of transacting in Transactions under Applicable Laws.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU RELEASE POKEDAR AND THE OTHER POKEDAR PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, WITHOUT LIMITATION, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ARISING OUT OF ANY TRANSACTIONS (AS DEFINED HEREIN) AND/OR DISPUTES BETWEEN USERS AND THE ACTS AND 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."
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) POKEDAR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT POKEDAR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) POKEDAR'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, $50 OR THE AMOUNT PAID BY YOU TO POKEDAR IN THE LAST THREE (3) MONTHS AND ASSOCIATED WITH THE SERVICES PROVIDED, WHICHEVER IS GREATER. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.
12. ARBITRATION
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND POKEDAR TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND POKEDAR FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND POKEDAR 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. POKEDAR AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
12.1. Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Pokedar, that Pokedar has against you, or that you have or Pokedar has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and Pokedar as relates to these Terms, the Services, including any privacy or data security claims (collectively, " Claims," and each a " Claim"), you and Pokedar agree to attempt to first resolve the Claim informally via the following process:
12.2. Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Pokedar, including any disputes in which you or Pokedar seek injunctive or other equitable relief for the alleged unlawful use of your or Pokedar's intellectual property or other infringement of your or Pokedar intellectual property rights (" IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, 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 12.1 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
12.3. Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the " FAA"), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
12.4. Arbitration Procedure. All Claims must be submitted to the American Arbitration Association (the " AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org) (the " AAA Rules"), as amended by these Terms as follows, will apply to any arbitration between you and Pokedar:
12.5. One Year to Assert Claims. To the extent permitted by law, any Claim by you or Pokedar relating in any way to these Terms, the Services, or any aspect of the relationship between you and Pokedar as relates to these Terms or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Pokedar will not have the right to assert the Claim.
12.6. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing Pokedar with notice of your decision to opt-out via email at hello@pokedar.com. In order to be effective, the opt-out notice must include your full name and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.9.
12.7. Rejection of Future Arbitration Changes. You may reject any change we make to Section 12 (except address changes) by personally signing and sending Pokedar a notice within 30 days of the change via email at hello@pokedar.com. If you do, the most recent version of Section 12 before the change you rejected will apply.
12.8. Severability. If any portion of this Section 12 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 this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction 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 12 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 12 will be enforceable.
12.9. Disputes Outside the United States. Notwithstanding any terms to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 12 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
13. GENERAL PROVISIONS
13.1. Entire Agreement. These Terms constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If you provide Pokedar with any pre-printed terms and conditions that appear on any purchase order or other form document, such terms will be of no force or effect.
13.2. Assignment. You may not assign or transfer these Terms or any of your rights or obligations under it without Pokedar's prior written consent. Pokedar may freely assign these Terms, including to its affiliates. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
13.3. Severability. If a court finds any term of these Terms, other than Section 12, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.
13.4. Waiver. Either party's delay or failure to exercise any right under these Terms or any law does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought.
13.5. Use of Name and Logo. Notwithstanding any terms to the contrary in this Agreement, you consent to Pokedar's use of your name and logo on Pokedar's website and on Pokedar's promotional and marketing related materials, identifying you as a customer of Pokedar and describing your use of the Services.
13.6. Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.
13.7. Force Majeure. Pokedar is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.
13.8. No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.
13.9. Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of California, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, you expressly agree that federal and state courts located in San Francisco, California will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to these Terms. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.
13.10. Notices. By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Pokedar's notification rights in the fourth introductory paragraph of these Terms, Pokedar may issue notices to the email or other address provided by you to Pokedar, and (d) that such notice will be effective on delivery. Notices to Pokedar, including termination notices, must be delivered to hello@pokedar.com. Such notice will be effective on receipt.
13.11. Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.