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These Terms of Use (the “Agreement”) were last updated on March 25, 2014 (the “Effective Date”). Please look here for any updates, which will be posted for your review.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS (A) AN ARBITRATION CLAUSE, (B) LIMITATIONS ON YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, (C) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US, (D) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES AND (E) OTHER IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

IvyConnect, Inc., with offices at 175 Varick Street, Third Floor, New York, NY 10014 (“IVY” or “we”, “us” or “our”), establishing terms and conditions under which the user (“You”) will access and use the services and features available on IVY’s websites (each a “Service” and collectively, “Services”) currently located at www.ivy.com, www.ivyconnect.com, www.ivydate.com, www.ivygive.com, www.ivycard.com and www.ivysocial.com including all extensions of such URLs, subdomains and mobile versions thereof (the “Websites”). We may offer additional services or revise any of the Services, at our discretion, and this Agreement will apply to all additional services or revised Services.

We reserve the right to do any of the following at any time and will not be liable to You or any third party for so doing: (i) cease offering any of the Services, (ii) change any of the Websites, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, data on or feature of any of the Websites or the hours during which any of the Websites are available, or (iii) implement new fees or charges or change any existing fees or charges in connection with the use of any of the Websites or Services.

BEFORE YOU CLICK ON THE “By submitting this application I agree to the IVY Terms of Use and Privacy Policy” BUTTON OR BOX, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “By submitting this application I agree to the IVY Terms of Use and Privacy Policy” BUTTON OR BOX OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK THE “By submitting this application I agree to the IVY Terms of Use and Privacy Policy” BUTTON OR BOX AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, AND SUCH TERMS AND CONDITIONS WILL EITHER BE AVAILABLE ON THE WEBSITE OR BE MADE AVAILABLE TO YOU VIA EMAIL OR OTHERWISE PRESENTED TO YOU FOR YOUR ACCEPTANCE. IVY RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT AND/OR ADD TERMS AND CONDITIONS FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU. YOU AGREE TO COMPLY IN ALL RESPECTS WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY ADDITIONAL TERMS AND CONDITIONS. IVY HAS INCLUDED THE EFFECTIVE DATE OF THE AGREEMENT AT THE TOP OF THIS AGREEMENT AND IF YOU CONTINUE TO ACCESS AND/OR USE ANY OF THE WEBSITES AFTER THE EFFECTIVE DATE OF ANY CHANGES, THEN SUCH ACCESS WILL BE DEEMED AND ACCEPTANCE OF AND AN AGREEMENT TO FOLLOW AND BE BOUND BY THE AGREEMENT AS CHANGED. FOR THIS REASON, WE ENCOURAGE YOU TO REVIEW THE AGREEMENT AT ANY TIME YOU ACCESS OR USE THE WEBSITES AND WE RECOMMEND THAT YOU PRINT OUT A COPY FOR YOUR RECORDS. UPON OUR REQUEST, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT AND ANY OTHER POLICIES OR AGREEMENTS SET FORTH ON ANY OF THE WEBSITES.

1. Eligibility.

(a) Minimum Age. You must be at least 18 years old to register as a member and to use the Services and You hereby represent and warrant that You are at least 18 years old.

(b) Criminal History. By registering to use, and/or using the Services, You represent and warrant that You have never been convicted of a felony and are not required to register as a sex offender with any government entity anywhere in the world. IVY reserves the right to conduct a criminal background check, at any time, and use available public records, to confirm Your compliance with this subsection and You hereby consent to such background check. IVY IS NOT RESPONSIBLE OR OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS AND CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS.

(c) Bona Fide Purposes Only. You represent and warrant that You are subscribing to the Services, and will use the Websites and all Services, solely for bona fide social networking purposes and not for any other purpose.

2. Subscription Fees.

We offer certain paid Services (“Premium Services”), as set forth on the Websites. Subscription fees (“Fees”) for Premium Services are also set forth on the Websites. You may be required to pay Fees to access and use much of the functionality of the Services.

3. Limited Right to Use; Login Credentials.

Your right to use the Websites and Services is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that You comply at all times with the terms of this Agreement, any additional terms and conditions, and subject to the limitations set forth herein, IVY will provide You with access to the Websites and Services for the duration of the Term (as defined below). You are responsible for obtaining any equipment and Internet service necessary to access the Websites and Services. You may use the Websites and Services for personal noncommercial use only. IVY will provide You with a login identifier and a password (“Login Credentials”). You shall be solely responsible for protecting Login Credentials from unauthorized use, and You are solely responsible for all activity that occurs under those Login Credentials. You may not authorize others to use Your Login Credentials, and You may not assign or otherwise transfer Your Login Credentials to any person or entity. You agree to notify us immediately if You believe that any of Your Login Credentials has been or may be used without Your permission so that appropriate action can be taken. We shall not be responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials. You agree to request for only one Login Credentials and to create only one unique profile. In addition, Your use of the Websites and/or Services must be for bona fide relationship seeking purposes only and not for any other purpose, including without limitation, advertising, marketing, solicitation, research, reporting, generation of databases, or harassment.

4. Standards of Conduct.

You may not transmit to other users, communicate any content, send any links, or otherwise use the Websites and/or the Services to:

(a) post or transmit any information, data, text, images, files, links, software, chat, communication or other content that is, or which IVY considers in its sole discretion to be, defamatory, inaccurate, unlawful, harmful, threatening,abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content;

(b) sell or promote any products or services;

(c) sell or promote controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages;

(d) introduce viruses, time-bombs, worms, cancelbots, Trojan horses and/or harmful code on the Internet;

(e) use scripts, bots, crawlers or other automated technology to access the Websites and/or Services;

(f) spam, spim, phish, troll or similar activity;

(g) display material that exploits children under 18 years of age;

(h) post content that infringes or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;

(i) promote, solicit or participate in multi-level marketing, pyramid schemes or any other scheme to defraud, swindle or deceive other users;

(j) promote, solicit or participate in gambling or similar activity;

(k) harass, embarrass or cause distress or discomfort upon another participant, user, IVY employee or representative, or other individual or entity, or publicize any of the information You obtain through the Services;

(l) create a false identity or impersonate any other person, including but not limited to, a customer, supplier, expert, bulletin board leader, guide, host, IVY employee, representative, celebrity or public figure;

(m) misrepresent affiliation, connection or association with any person or entity;

(n) post or disclose any personally identifying information or private information about children or any third parties without their consent p(or their parent's consent in case of a child under 18 years of age);

(o) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;

(p) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or in connection with Your use of theSite, in any manner;

(q) invade the privacy or violate any personal or proprietary right p(including, without limitation, intellectual property rights) of any person or entity; or

(s) suggest, elicit, or encourage any illegal activity.

These are some, though not all, of the activities that may result in removal of Your content from the Websites and/or the termination of Your access and membership to the Websites and/or the Services. You agree to promptly report to IVY any violation of this Agreement by others. IVY reserves the right at all times to disclose any information IVY deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

5. Submissions; Rights; Privacy.

(a) You are solely responsible for, and assume all liability regarding (i) the information and content You contribute, post, transmit, publish, or otherwise make available (“post”) through the Websites and/or Services, including, without limitation, Your profile information; and (ii) Your interactions with other users through the Websites and/or Services.

(b) You will not provide inaccurate, misleading or false information to IVY or to any other user. If information provided to IVY or another user subsequently becomes inaccurate, misleading or false, You will promptly notify IVY of such change and You will update the information in Your profile on our Service.

(c) We reserve the right, but have no obligation, to monitor the information or content You post through the Websites and/or Services. We have the right to remove any such information or material that in our sole opinion violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the request of any third party.

(d) You hereby grant, and represent and warrant that You have the right to grant, to IVY and its affiliates a non-exclusive, fully-paid, royalty-free, worldwide license to use, disclose, reproduce and distribute any information or content (including but not limited to photos, videos, and images) You post through the Websites and/or Services solely for the following purposes (i) to provide Your profile information (which include Your name) to other users of IVY, (ii) to perform the Services and communicate with You regarding those Services, (iii) to provide direct marketing to You and (iv) to provide aggregated, non-personally identifiable information regarding our client base to third parties, subject in all respects to our Privacy Policy.

(e) We may use information You post on or in connection with the Websites or Services in accordance with our Privacy Policy, as available on our Websites from time to time. By using the Services or accessing the Websites, You are consenting to the terms of our Privacy Policy. Our Privacy Policy, as in effect from time to time, shall be deemed a part of these terms and conditions.

(f) You acknowledge that IVY may invite You to participate in a professional photography session and that You may be invited to events at which IVY may take photographs (each such photography session or event, an “IVY Photo Event”) and You may choose to participate in such IVY Photo Events. For good and valuable consideration, receipt and sufficiency of which is acknowledged, You hereby grant to IVY and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers) transferable, fully paid-up, royalty-free, perpetual, irrevocable right to photograph, use, reproduce, modify, edit, alter, rearrange, prepare derivative works from, distribute, publicly display, publicly perform, digitally perform, and publish my name, voice, likeness, appearance, image, and/or biographical information (collectively, the “Material”) in any media now known or hereafter developed (including, but not limited to, IVY’s websites), for any purpose whatsoever including, but not limited to, promotional, advertising, and other commercial purposes, without limitation as to frequency. You understand and agree that You do not have the right to any compensation or reimbursement from IVY in connection with the Material. You waive any rights that You may have to inspect or approve IVY’s use of the Material and any advertising copy or other material that may be used in connection therewith, or the use to which it may be applied. You expressly acknowledge that IVY has no obligation to use the Material. You hereby unconditionally release IVY, and its employees, directors, officers, agents, successors, licensees and assigns (the “Released Parties”), from any and all claims, demands, disputes, suits and causes of action, damages, obligations and liabilities, including but not limited to claims for defamation, invasion of privacy, misappropriation of publicity rights, and copyright infringement, which You now have, have ever had or may hereafter have against the Released Parties relating in any way to the Materials or use thereof.

6. User-to-User Communication and Sharing; Transmission of Messages.

(a) IVY offers various forums for user-to-user communications, such as the chatting services, forums, message boards, recommendation engine, and other forms of user-to-user communications available on the Websites where You can post Your observations and comments on certain topics and/or communicate with individual IVY members. IVY also enables sharing of information by allowing users to post updates, including links to other websites and other information and other content to their profile and other parts of the Websites. IVY may close or transfer, or remove user-generated content from the Websites if the content violates this Agreement or any third-party rights. Please note that ideas You post and information You share may be seen and used by other users, and IVY cannot guarantee that other users will not use the ideas and information that You share on or through the Websites or Services. Therefore, if You have an idea or information that You would like to keep confidential and/or do not want others to use, or that is subject to third-party rights that may be infringed by Your sharing it, do not post it to any Website. IVY IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY IVY FORUM.

IVY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR TRANSMISSION OF ANY OTHER USER-GENERATED CONTENT SENT THROUGH IVY TO ANYONE OR POSTED PUBLICLY.

7. Risk Assumption and Precautions.

You assume all risk when using the Websites and/or Services, including but not limited to, all of the risks associated with any online or offline interactions with others, including dating and attending any IVY events or any other events sponsored by IVY in connection with the Services. You agree to take all necessary precautions when meeting individuals through the Websites and/or Services. IVY makes no guarantees, either express or implied, regarding the individuals You meet through the Websites and/or Services, the accuracy or completeness of the information they provide, the conduct of such individuals or the manner in which such individuals may use or misuse the information You provide.

8. Intellectual Property Rights and Licenses; Permitted Use.

(a) You will have access to information, text, images, data, links, and other material, created by IVY or provided by users or other third party for display on the Websites, and viewed on–line, printed by You or delivered off-line by IVY (the “Content”). For purposes of this Agreement, “Content” does not include the information or content You post through the Websites and/or Services. All Content is the property of IVY and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners. Subject to the terms and conditions of this Agreement and any additional terms and conditions, IVY hereby grants to You a limited, non-transferable, non-exclusive, non-sublicensable, revocable, right and license to access and use the Content as permitted in this Section 8.

(b) You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for Your personal purposes; (ii) no part of the Websites, Services or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; and (iii) copyright, trademark, and other proprietary notices may not be removed from any Content or other materials obtained from the Websites and/or Services.

(c) You shall not: (i) modify, adapt or create derivative works based on the Websites, Services or Content; (ii) create Internet "links" to or from the Websites, or "frame" or "mirror" any Content; or (iii) disassemble, reverse engineer, or decompile the Services or Content.

(d) Except as expressly set forth in this Agreement or other written agreement between You and IVY, no license or other right in or to the Websites, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

(e) You hereby grant to IVY a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate any suggestions, ideas, enhancement requests, feedback, recommendations or other information You provide relating to the Websites, Services and/or Content.

9. Links to Third-Party Websites; Third-Party Goods and Services; No Implied Endorsements.

(a) You will have access to information, text, images, data, links, and other material, created by IVY or provided by users or other third party for display on the Websites, and viewed on–line, printed by You or delivered off-line by IVY (the “Content”). For purposes of this Agreement, “Content” does not include the information or content You post through the Websites and/or Services. All Content is the property of IVY and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners. Subject to the terms and conditions of this Agreement and any additional terms and conditions, IVY hereby grants to You a limited, non-transferable, non-exclusive, non-sublicensable, revocable, right and license to access and use the Content as permitted in this Section 8.

(b) You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for Your personal purposes; (ii) no part of the Websites, Services or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose; and (iii) copyright, trademark, and other proprietary notices may not be removed from any Content or other materials obtained from the Websites and/or Services.

(c) You shall not: (i) modify, adapt or create derivative works based on the Websites, Services or Content; (ii) create Internet "links" to or from the Websites, or "frame" or "mirror" any Content; or (iii) disassemble, reverse engineer, or decompile the Services or Content.

(d) Except as expressly set forth in this Agreement or other written agreement between You and IVY, no license or other right in or to the Websites, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

(e) You hereby grant to IVY a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate any suggestions, ideas, enhancement requests, feedback, recommendations or other information You provide relating to the Websites, Services and/or Content.

10. Payment.

If You purchase any Premium Services, You agree to IVY and/or IVY’s third party payment processor storing Your payment card information. You also agree to pay the applicable Fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. If You choose to cancel Your subscription as set out in Section 11(c), Your obligation to pay Fees continues through the end of the then-current Subscription Period. You also acknowledge that IVY’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Services. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY LIABLE FOR ALL FEES AND CHARGES MADE THROUGH YOUR ACCOUNT.

All Premium Services subscriptions are offered for a one-year period (“Subscription Period”). You may choose to pay the Fees (i) in full in one payment when you register for the Premium Services, or (ii) in equal installments on a monthly basis. If You choose the monthly payment option, You agree to pay the monthly Fees every month for the Subscription Period. Subscription Periods are automatically renewed as set forth in Section 11(b).

When You register for Premium Services, You hereby authorize us to charge Your payment card for the Fees. We will charge Your payment card for the amount of the Fees immediately when You register. If You choose to pay for Premium Services on a monthly basis, You authorize us to charge You for the monthly Fees every month until the expiration of Your Subscription Period, subject to earlier termination and/or renewal as set forth herein, to the payment method You provided when You registered.

11. Term; Termination.

(a) This Agreement shall commence on the date You accept this Agreement, and shall continue (i) with respect to Your paid subscription as an IVY member, until the expiration of Your Subscription Period, subject to earlier termination and/or renewal as set forth herein and (ii) with respect to Your unpaid subscription as an IVY member, for so long as You are a user of the Services, subject to earlier termination as set forth herein (“Term”).

(b) Subject to our right to suspend or terminate Your subscription, as described below, Your Premium Services subscription will automatically renew at the end of the Subscription Period, unless You cancel your subscription as set out in Section 11(c). We also reserve the right not to renew Your subscription in our discretion. Renewals are for the same duration as the original Subscription Period. We always communicate renewal periods to You. By entering into this Agreement, You acknowledge that Your account will be subject to the above-described automatic renewals.

(c) You may terminate this Agreement and Your subscription, where applicable, for any reason or no reason at all, by providing a written notice to IVY at support@IVY.com. In such case, Your subscription will terminate effective ten (10) days from the notice date, provided however, that You will not receive any refunds of any Fees paid to IVY, and, if you have elected for the monthly payment option, You will remain obligated to pay the monthly Fees for the remainder of the Subscription Period during which such termination becomes effective.

(d) We may suspend or terminate this Agreement, Your use of our Services, and/or Your Premium Services subscription at any time, for any reason or no reason, with or without notice and without liability to You. If we terminate or suspend Your subscription for a reason other than breach or suspected breach of this Agreement by You (as determined in our sole discretion), we will refund You on a pro-rata basis for any pre-paid, unused months remaining in your Subscription Period. You agree that if we suspend or terminate Your subscription or Your use of our Services for any breach or suspected breach of this Agreement by You (as determined in our sole discretion), we will have no liability to You and we will not refund any amounts that You have already paid, to the fullest extent permitted under applicable law.

(e) Sections 5(d), 7, 8(c), 8(d), 8(e), 9(c), 11(e), 12, 13, 14, 15, 16 and 17 shall survive the termination or expiration of this Agreement according to their terms.

12. Limited Warranty.

(a) The Websites, Services (including the IvyCard and IvyCard Offers) and/or Content are provided on an “AS IS” and “AS AVAILABLE” basis. It is Your responsibility to evaluate the accuracy, completeness or usefulness of the Content, and any information or other content available through the Websites and/or Services, together with other information available to You. Each of You and us represents and warrants that it has the legal power to enter into this Agreement. EXCEPT AS SET FORTH IN THIS SECTION 12, WE PROVIDE NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON–INFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE WEBSITE AND/OR SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE WEBSITE AND/OR SERVICES WILL BE CORRECTED. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE WEBSITE AND/OR SERVICES.

(b) WE DO NOT: (i) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED OR POSTED ON THE WEBSITE AND/OR SERVICES, OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN US. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE AND/OR SERVICES, POSTED BY ANY USERS, OR TRANSMITTED TO OR BY ANY USERS.

13. Limitation on Liability.

(a) IN NO EVENT SHALL IVY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WEBSITES, SERVICES, CONTENT, OR ANY INFORMATION OR MATERIAL POSTED BY USERS, THE IVYCARD, THE IVYCARD OFFERS, OR ANY THIRD PARTY PRODUCTS OR SERVICES WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

(b) IN NO EVENT SHALL IVY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED (I) IF YOU ARE A PAYING SUBSCRIBER, THE AMOUNTS PAID BY YOU TO IVY IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, OR (II) IF YOU ARE NOT A PAYING SUBSCRIBER, ONE HUNDRED ($100) U.S. DOLLARS. THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM.

14. Indemnity.

You agree to indemnify, defend and hold harmless IVY, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third-party claims, losses, liability, damages and/or costs (including reasonable attorneys' fees and costs) arising from Your use of the Websites, Services, Content, any information and/or content posted by You or using Your Login Credentials through the Websites and/or Services, Your violation of this Agreement, and Your infringement, or infringement by any other user of Your accounts, of any intellectual property or other right of any person or entity.

15. Geographic Limitations.

You will only use the Websites and Services in a manner consistent with this Agreement and any and all applicable local, state, national and international laws and regulations, including, but not limited to, United States export control laws. You are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a “Specially Designated National”, or (iii) placed on the Commerce Department’s Table of Deny Orders. Registration for, and use of, the Websites and/or Services are void where prohibited. To the extent that the Services are not legal in Your jurisdiction, You may not use the Services. The Websites and/or Services may not be used where prohibited by law.

16. Arbitration.

You and IVY agree that any dispute, claim or controversy arising out of or relating in any way to the Services, including the Websites, user interfaces, this Agreement and the Privacy Policy, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and IVY are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your IVY membership. Any arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Unless IVY and you agree otherwise, any arbitration hearings will take place in New York. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. YOU AND IVY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and IVY agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and in such event, you and IVY agree that any dispute, claim or controversy arising out of or relating in any way to the Services, including the Websites, user interfaces, this Agreement and the Privacy Policy, shall be resolved exclusively by a state or federal court located in New York, NY.

17. Miscellaneous.

This Agreement shall be governed by the laws of the State of New York without regard to its principles of conflicts of law where such principles would permit the application of the law of any other jurisdiction. You and IVY acknowledge and agree that this Agreement relates solely to the performance of services (not the sale of goods) and, accordingly, will not be governed by the Uniform Commercial Code of any state having jurisdiction and shall not be governed by the United Nations Convention on the International Sale of Goods. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner. You may not assign or transfer this Agreement or Your rights and obligations hereunder without IVY’s prior written consent. IVY may freely assign this Agreement and its rights and obligations hereunder. IVY retains ownership of all intellectual property rights to its Content, technology, software, documentation and tools used in connection with the Websites, Services and/or Content. Notices delivered under this Agreement must be given in writing and will be effective when received. This Agreement, together with the Privacy Policy and any additional terms and conditions and any written agreement between You and IVY, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties or by notice to You by IVY via e-mail or to Your account on the Services. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If any part of this Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

18. Digital Millennium Copyright Notice Act.

If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Websites, please notify IVY’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For Your complaint to be valid under the DMCA, You must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that You claim is being infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Site;

4. Information reasonably sufficient to permit IVY to contact You, such as Your address, telephone number, and e-mail address;

5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Copyright Agent

IVY, Inc.

175 Varick Street, Third Floor

New York, NY 10014

United States of America

support@IVY.com