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Legal

These Terms of Use govern the use of the services offered by Brass City Limited ("Brass.City") through the Brass.City Web Service. Such services and web site together are hereinafter referred to as the "Service". Please read these Terms of Use carefully before using the Service. Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Use. If you object to anything in these Terms of Use, you are not permitted to use the Service. These Terms of Use are hereinafter referred to as this "Agreement". THESE TERMS OF SERVICE INCLUDE (1) YOUR AGREEMENT THAT THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY (SECTION 17), (2) YOUR AGREEMENT THAT BRASS.CITY HAS NO LIABILITY REGARDING THE SERVICE (SECTION 18), (3) YOUR CONSENT TO RELEASE BRASS.CITY FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION 4) AND GENERALLY (SECTION 18), (4) YOUR AGREEMENT TO INDEMNIFY BRASS.CITY FROM CLAIMS DUE TO YOUR USE OR INABILITY TO USE THE SERVICE (SECTION 19), (5) YOUR CONSENT THAT EITHER PARTY HAS THE RIGHT TO COMPEL ARBITRATION (SECTION 20), AND (6) YOUR CONSENT THAT NO CLAIMS CAN BE ADJUDICATED ON A CLASS BASIS (SECTION 20). 1. Brass.City Connects Users with Other Wager-based Content Creators Brass.City is a platform for discovering live content, creating wager-based prediction social media content, and for enabling channel operators to engage users around embedded live-streamed events. Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, audio clips, comments, data, text, other material and information (collectively, "Content"). Content Creators and other visitors to and users of the Service (collectively, "Users") may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible such Content. "User Submissions" means any Content Submitted by Users. 2. Brass.City Only Provides a Venue The Service is a communications and social media platform for enabling connections between Users. Brass.City does not take part in the interaction between Users nor adjudicate the outcomes. Brass.City does not have control over the quality, timing, legality, failure of engagement, or any other aspect whatsoever of any contributions provided by Users, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Brass.City makes no representations about the suitability, reliability, timeliness, or accuracy of the Content added by Users identified through the Service whether in public, private, or offline interactions. Brass.City cannot confirm that each User is who they claim to be. Brass.City does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Service. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER BRASS.CITY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. BRASS.CITY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE. 3. Transactions Users of the Service may donate or purchase items from other Users if made available. Users may also purchase virtual currency for engagement on Brass.City. Brass.City will not be a party to any contracts for services. Brass.City facilitates on site purchase of digital items by supplying a medium for the exchange of money. Payments will be processed immediately. Content Creators who create digital offerings chosen by Users are required to provide those rewards over the period for which they have been purchased. Any payment in cash outside of the Service is NOT allowed. Brass.City is for amusement only, is not a gambling site and does no pay out money or any medium of exchange in any fashion. 4. Billing and Payment Policy Brass.City will charge your credit card according to the amount indicated at the time of purchase. Brass.City has no obligation to provide refunds or credits to payments already made for items, virtual currency or given as donations to Content Creators unless to correct any errors made by Brass.City, and in each case at Brass.City's sole discretion. 5. Privacy & Personal Information Brass.City collects personal information only if you voluntarily choose to share such information with Brass.City. You may browse the Site without disclosing any personal information. However, in order for you to take advantage of particular opportunities provided through the Service, we may require that you furnish personal information. When you register your account, sign up for newsletters, complete forms for optional programs, surveys, contests and other entries, and through communications transmitted through Brass.City, applications and your use of the Brass City mobile application, we collect information including your name and email address. You also may choose to send Brass.City personally identifying information in an email message containing information or inquiries about the Service. By using the Service, you agree to allow Brass City to process and use the data obtained through usage of the Service. This processing and usage may include, but is not limited, to: providing our products and the Service, for billing, identification and authentication, and fraud prevention, to analyze Site usage and improve our products and the Service, to contact you and deliver administrative notices and communications relevant to your use our products and services, to enforce our Terms of Service, and to market the Service. 6. Release The Service is only a venue for connecting Users. Because Brass.City is not involved in the actual contact between Users or in the completion of the Content Creation, in the event that you have a dispute with one or more Users, you release Brass.City (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Brass.City expressly disclaims any liability that may arise between Users of its Service. 7. Public Areas The Service may contain profiles, email systems, blogs, chat areas, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. Without limitation, you may not: 1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others. 2. Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information. 3. Use the Service for any purpose, including, but not limited to posting or creating content, in violation of local, state, national, or international law. 4. Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party. 5. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer. 6. Advertise or offer to sell any goods or services for any commercial purpose through the Service that are not relevant to the services offered through the Service. 7. Conduct or forward surveys, contests, pyramid schemes, or chain letters. 8. Impersonate another person or allow any other person or entity to use your identification to post or view comments. 9. Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited. 10. Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Service. 11. Restrict or inhibit any other User from using and enjoying the Public Areas. 12. Imply or state that any statements you make are endorsed by Brass.City, without the prior written consent of Brass.City. 13. Use a robot, spider, manual and/or automatic processes or devices to add content, data-mine, data-crawl, scrape or index the Service in any manner. 14. Hack or interfere with the Service, its servers or any connected networks. 15. Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use. 16. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Brass.City. 17. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. 18. Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner. All submissions made to Public Areas will be public, and Brass.City will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas. 8. Account, Password, and Security You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Brass.City for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. Brass.City has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Brass.City immediately. 9. Links to Other Web Sites Links (such as hyperlinks) from the Service to other sites on the Web do not constitute the endorsement by Brass.City of those sites or their content. Such links are provided as an information service, for reference and convenience only. Brass.City does not control any such sites, and is not responsible for their content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the Brass.City Service as well as any advertisements displayed in connection therewith) does not mean that Brass.City endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, and not by Brass.City's Terms of Service or Privacy Policy. You access such third-party websites at your own risk. Brass.City expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Service. You hereby agree to hold Brass.City harmless from any liability that may result from the use of links that may appear on the Service. As part of the functionality of the Service, you may link your account with online accounts you may have with third party service providers (each such account, a "Third Party Account") by either: (i) providing your Third Party Account login information through the Service; or (ii) allowing Brass.City to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Brass.City and/or grant Brass.City access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Brass.City to pay any fees or making Brass.City subject to any usage limitations imposed by such third party service providers. By granting Brass.City access to any Third Party Accounts, you understand that (i) Brass.City may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the "SNS Content") so that it is available on and through the Service via your account, including without limitation any friend lists, and (ii) Brass.City may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Service. Please note that if a Third Party Account or associated service becomes unavailable or Brass.City's access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Brass.City makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Brass.City is not responsible for any SNS Content. You acknowledge and agree that Brass.City may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Service. At your request made via e-mail to privacy@brass.city, Brass.City will deactivate the connection between the Service and your Third Party Account and delete any information stored on Brass.City's servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account. 10. No Solicitation Without limitation, the Service may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through Brass.City without express written permission from Brass.City. You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Brass.City. 11. Your Information "Your Information" is defined as any information and materials you provide to Brass.City or other Users in connection with your registration for and use of the Service, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to Brass.City that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Brass.City or cause Brass.City to lose (in whole or in part) the services of its ISPs or other partners or suppliers. The Service hosts User Generated Content relating to reviews of specific Users. Such reviews are opinions and not the opinion of Brass.City, have not been verified by Brass.City and each User should undertake their own research to be satisfied that a specific Content Creator is someone that User is willing to sponsor. You agree that Brass.City is not liable for any User Generated Content. You hereby grant Brass.City a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Service. 12. Employment and Withholding The Service is not an employment service and does not serve as an employer of any User. As such, Brass.City will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of Users' services. You understand and agree that if Brass.City is found to be liable for any tax or withholding tax in connection with your use of Users' services, then you will immediately reimburse and pay to Brass.City an equivalent amount, including any interest or penalties thereon. 13. Termination and Suspension Brass.City may terminate or suspend your right to use the Service at anytime for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. Without limitation, Brass.City may terminate or suspend your right to use the Service if you breach any term of this Agreement or any policy of Brass.City posted through the Service from time to time, or if Brass.City otherwise finds that you have engaged in inappropriate and/or offensive behavior. If Brass.City terminates or suspends your right to use the Service for any of these reasons, you will not be entitled to any refund of unused balance in your account. In addition to terminating or suspending your account, Brass.City reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Service is terminated or suspended, this Agreement will remain enforceable against you. You may terminate this Agreement at any time by ceasing all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 14. Intellectual Property Rights All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the Service is owned by Brass.City, excluding User Generated Content that Brass.City has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Brass.City owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Brass.City's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Brass.City and, if applicable, the holder of the rights to the User Generated Content. The service marks and trademarks of Brass.City, including without limitation Brass.City and the Brass.City logos are service marks owned by Brass.City. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. 15. Copyright Complaints and Copyright Agent Brass.City respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to Brass.City's Copyright Agent at: Brass City Limited, 2310 Dominion Centre, 43-59 Queen's Road East, Wan Chai, Hong Kong SAR or copyright@brass.city: 1. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Brass.City to locate the material, and explain why you think an infringement has taken place; 2. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; 3. Your address, telephone number, and e-mail address; 4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 5. A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and 6. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 16. Confidential Information You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Brass.City and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Brass.City in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Brass.City upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of Brass.City's trade secrets, confidential and proprietary information and all other information and data of Brass.City that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. 17. Disclaimer of Warranties USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BRASS.CITY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. BRASS.CITY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND BRASS.CITY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITING THE FOREGOING, NEITHER BRASS.CITY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT CREATION OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. NEITHER BRASS.CITY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER BRASS.CITY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. BRASS.CITY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. IN ADDITION, NOTWITHSTANDING ANY FEATURE A USER MAY USE TO EXPEDITE CONTENT CREATOR SELECTION, EACH USER IS RESPONSIBLE FOR SELECTING THEIR CONTENT CREATOR AND NEGOTIATING TERMS OF WORK AND BRASS.CITY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A USER AND DOES NOT RECOMMEND ANY PARTICULAR CONTENT CREATOR. BRASS.CITY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY CONTENT CREATOR'S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENCE. 18. No Liability YOU ACKNOWLEDGE AND AGREE THAT BRASS.CITY IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABLITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD BRASS.CITY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY BRASS.CITY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL BRASS.CITY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. BRASS.CITY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT BRASS.CITY OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO BRASS.CITY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. 19. Indemnification You hereby agree to indemnify, defend, and hold harmless Brass.City, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with your use or inability to use the Service. Brass.City reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Brass.City. 20. Dispute Resolution INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Brass.City agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Brass.City. Brass.City's address for such notices is Brass City Limited, 2310 Dominion Centre, 43-59 Queen's Road East, Wan Chai, Hong Kong SAR or legal@brass.city. BINDING ARBITRATION. If you and Brass.City are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, Brass.City will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Brass.City may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in San Francisco County, California with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Brass.City agree that any arbitration will be limited to the Dispute between Brass.City and you individually. YOU ACKNOLWEDGE AND AGREE THAT YOU AND BRASS.CITY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Brass.City otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section will be deemed null and void. LOCATION OF ARBITRATION. Arbitration will take place in Hong Kong, SAR. You and Brass.City agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the California state and Federal courts located in San Francisco, California have exclusive jurisdiction and you and Brass.City agree to submit to the personal jurisdiction of such courts. 21. Governing Law You and Brass.City agree that, other than as set forth under the subsection entitled "Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding" in Section 20 above, if any portion of Section 20 entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" in Section 20 is found to be illegal or unenforceable, neither you nor Brass.City will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Hong Kong and you and Brass.City agree to submit to the personal jurisdiction of that court. Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of Hong Kong, without regard to choice of law principles. 22. Special Promotions Brass.City may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Brass.City, and can be activated, modified or removed at anytime by Brass.City without advance notification. 23. No Agency No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. 24. General Provisions Failure by Brass.City to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. will be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and Brass.City with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of Brass.City, its successors and assigns. 25. Changes to this Agreement and the Service Brass.City reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Service or any content or information through the Service at any time, effective with or without prior notice and without any liability to Brass.City. Brass.City will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Brass.City may change, modify, suspend, or discontinue any aspect of the Service at any time without notice or liability. Brass.City may also impose limits on certain features or restrict your access to parts or all of the Service without notice or liability. I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND AGREE THAT MY USE OF THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 2016 Brass City