TOOTHPICK LABS PRIVACY POLICY AND TERMS OF USE

We at Toothpick Labs (“us,” “we,” “our”) know that our users (“you,” “your”) care about how your personal information is used and shared, and we take your privacy seriously. Please read the following to learn more about our Terms of Use and Privacy Policy. By visiting or using the Website or Services in any manner, you acknowledge that you accept the practices and policies outlined in this Terms of Use and Privacy Policy, and you hereby consent that we will collect, use, and share your information in the following ways. Any capitalized terms used herein without definition shall have the meaning given to them in this Terms of Use and Privacy Policy.

I. WHAT DOES THE PRIVACY POLICY COVER? Our Privacy Policy covers our treatment of personally identifiable information (“Personal Information”) that we gather when you are accessing or using https://toothpicklabs.com (the “Website”). This policy does not apply to the practices of companies that we do not own or control, or to individuals that we do not employ or manage. We do not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services (as that term is defined in our Terms of Use). If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to us or on the Services. In the event that we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under the age of 18, please contact us at team@toothpicklabs.com.

II. WHAT INFORMATION DO WE COLLECT? We gather various types of Personal Information from our users, as explained more fully below. We may use this Personal Information to personalize and improve our services, to allow our users to set up a user account and profile, to contact users, to fulfill your requests for certain products and services, to analyze how users utilize the Website, and as otherwise set forth in this Privacy Policy. We may share certain types of Personal Information with third parties (described in this Section and in Section III below). We collect the following types of information:

A. Information You Provide to us: We receive and store any information you knowingly provide to us. For example, we collect Personal Information such as your name, email address, age/birthdate, and gender, and browser information. You can choose not to provide us with certain information, but then you may not be able to register with us or to take advantage of some of our features. We may also anonymize your Personal Information so that you cannot be individually identified, and provide that information to our partners. By agreeing to receive communications from us including survey requests and promotions, you agree to receive such survey requests, promotions and other types of marketing emails from us. You may unsubscribe at any time through the Unsubscribe feature on each email, or by contacting us at team@toothpicklabs.com.

B. Information Collected Automatically: Whenever you interact with our Website, we automatically receive and record information on our server logs (or logs maintained by a service provider) from your browser including your IP address, “cookie” information, and the page you requested. “Cookies” are identifiers we transfer to your computer or mobile device that allow us to recognize your browser or mobile device and tell us how and when pages in our Website are visited and by how many people. You may be able to change the preferences on your browser or mobile device to prevent or limit your computer or device’s acceptance of cookies, but this may prevent you from taking advantage of some of our Website’s features. Also, if you click on a link to a third party website, such third party may also transmit cookies to you. This Privacy Policy does not cover the use of cookies by any third parties. When we collect usage information (such as the numbers and frequency of visitors to the Website), we only use this data in aggregate form, and not in a manner that would identify you personally. For example, this aggregate data tells us how often users use parts of the Website, so that we can make the Website appealing to as many users as possible. We may also provide this aggregate information to our partners; our partners may use such information to understand how often and in what ways people use our Website, so that they, too, can provide you with an optimal experience. We never disclose aggregate information to a partner in a manner that would identify you personally.

C. E-mail and Other Communications: We may contact you, by email or other means; for example, we may send you promotional offers on behalf of other businesses, or communicate with you about your use of the Website. If you do not want to receive email or other mail from us, please indicate your preference by changing your account settings, selecting the opt-out preference in emails we send to you or by emailing team@toothpicklabs.com. Please note that if you do not want to receive legal notices from us, those legal notices will still govern your use of the Website, and you are responsible for reviewing such legal notices for changes.

III. WILL WE SHARE ANY OF THE PERSONAL INFORMATION WE RECEIVE?

A. No Sale or Rental: We neither rent nor sell your Personal Information in personally identifiable form to anyone. We may employ other companies and people to perform tasks on our behalf and need to share your information with them to provide this Website for your use. Unless we tell you differently, our agents do not have any right to use the Personal Information we share with them beyond what is necessary to assist us. We require our agents to enter into nondisclosure agreements or other documents which require them to keep the information confidential.

B. Profile Information: Certain user profile information, including without limitation a user’s name, location, and any video or image content that you upload to the Website, may be displayed to other users to facilitate user interaction within the Website. Your account privacy settings allow you to limit the other users who can see the Personal Information in your user profile and/or what information in your user profile is visible to others. Any content you upload to your public user profile, along with any Personal Information or content that you voluntarily disclose online in a manner other users can view (on discussion boards, in messages and chat areas, etc.) becomes publicly available, and can be collected and used by others. Your username

may also be displayed to other users if and when you send messages or comments or upload images or videos through the Website and other users can contact you through messages and comments. Additionally, if you sign into the Website through a third party social networking site or service, your list of “friends” from that site or service may be automatically imported to the Website, and such “friends,” if they are also registered users of the Website, may be able to access certain non-public information you have entered in your Website user profile. Again, we do not control the policies and practices of any other third party site or service.

C. Sale of Assets: We may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that would be transferred. Also, if we (or substantially all of our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, Personal Information would be one of the assets transferred to or acquired by a third party.

D. Protection of Toothpick Labs and Others: We reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to comply with law or court order; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of us, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

E. With Your Consent: Except as set forth above, you will be notified when your Personal Information may be shared with third parties in personally identifiable form, and will be able to prevent the sharing of this information.

IV. IS PERSONAL INFORMATION ABOUT ME SECURE? Your account is protected by a password for your privacy and security. If you access your account via a third party site or service, you may have additional or different sign-on protections via that third party site or service. You must prevent unauthorized access to your account and Personal Information by selecting and protecting your password and/or other sign-on mechanism appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account. We endeavor to protect the privacy of your account and other Personal Information we hold in our records, but we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time. The Website may contain links to other sites. We are not responsible for the privacy policies and/or practices on other sites. When following a link to another site you should read that site’s privacy policy.

V. WHAT PERSONAL INFORMATION CAN I ACCESS? Through your account settings, you may access, and, in some cases, edit or delete the following information you’ve provided to us: • name and password • email address • Phone number

The information you can view, update, and delete may change as the Website changes. If you have any questions about viewing or updating information we have on file about you, please contact us at team@toothpicklabs.com. Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of Personal Information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to: team@toothpicklabs.com.

VI. WHAT CHOICES DO I HAVE?

  • You can always opt not to disclose information to use, but keep in mind some information may be needed to register with us or to take advantage of some of our special features.
  • You may be able to add, update, or delete information as explained in Section V above. When you update information, however, we may maintain a copy of the unrevised information in our records. You may request deletion of your account by sending an email to team@toothpicklabs.com. Please note that some information may remain in our records after your deletion request. We may use any aggregated data derived from or incorporating your Personal Information after you update or delete it, but not in a manner that would identify you personally.

VII. CHANGES TO THIS PRIVACY POLICY We may amend this Privacy Policy from time to time. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is used. If we make changes in the way we use Personal Information, we will notify you by posting an announcement on our Website or sending you an email. You are bound by any changes to the Privacy Policy when you use the Website after such changes have been first posted.

VIII. QUESTIONS OR CONCERNS If you have any questions or concerns regarding our privacy policies, please send us a detailed message to team@toothpicklabs.com, and we will try to resolve your concerns.

Effective: February 2, 2017

TERMS OF USE

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING OUR WEBSITE OR ANY OF THE SERVICES OFFERED BY TOOTHPICKLABS (“US”). BY VISITING THE WEBSITE, MOBILE SITE, OR ANY ASSOCIATED APP OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE.

I. ACCESS TO THE SERVICES. The toothpicklabs.com website and domain name and any other linked pages, features, content, forum, message board or chat room, or application services (including without limitation any mobile application services) offered from time to time by us in connection therewith (collectively, the “Website”) are owned and operated by us. We may offer to provide certain services within the Website to allow your participation, as described more fully on the Website, and that are selected by You (together with the Website, the “Services”), solely for Your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the Website, participation in any service and the Content (as defined below) offered by us on the Website. We may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. We reserve the right, in our sole discretion, to modify our Terms of Use at any time by posting a notice on the Website, or by sending You a notice via email or postal mail. Your use of the Services following such notification constitutes Your acceptance of the modified Terms of Use.

II. PLEASE READ OUR PRIVACY POLICY. As stated in our Privacy Policy above, we do not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register as a user. If You believe that we might have any information from or about a child under 18, please contact us at team@toothpicklabs.com. You represent and warrant to us that: (i) You are an individual (i.e., not a corporation or other entity) and You are of legal age to form a binding contract and You are at least 18 years or age or older; (ii) all registration information You submit is accurate and truthful; and (iii) You will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

III. WEBSITE AND SERVICES CONTENT. The Website, the Services, and their contents are intended solely for the personal, non-commercial use of users and may only be used in accordance with these Terms of Use. All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below)) are protected by copyright in favor of their respective holders if identified as such. You may not publish, share Content or engage in behavior which violates anyone’s Intellectual Property Right, (“Intellectual Property Rights”) meaning copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of confidentiality, right of publicity, and any other proprietary rights. You will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by You: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any Intellectual Property Rights. The Website and the Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. You may download or copy the Content (and other items displayed on the Website or Services for download) for personal non-commercial use only, provided that You maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than personal, noncommercial use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content’s copyright notice. If You link to the Website, we may revoke Your right to so link at any time, at our sole discretion. We reserve the right to require prior written consent before linking to the Website. In the course of using the Services, You and other users may provide information which may be used by us in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to us or in connection with the Services (collectively, “User Submissions”), we hereby are and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such User Submissions (including all related intellectual property rights) in connection with the Services, the Website, and our (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, we will only share Your personally identifiable information in accordance with our Privacy Policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access Your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under this Agreement. You understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by You. For clarity, the foregoing license grant to us does not affect Your ownership of or right to grant additional non-exclusive licenses to the material in Your User Submissions, unless otherwise agreed in writing.

You understand that all information publicly posted or privately transmitted through the Website is the sole responsibility of the person from which such content originated and that we will not be liable for any errors or omissions in any content. You understand that we cannot guarantee the identity of any other users with whom You may interact in the course of using the Services. You acknowledge that all Content accessed by you using the Services is at Your own risk and You will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

You will not contribute any Content or otherwise use the Services in a manner that (i) violates any law, statute, ordinance or regulation; (ii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iii) involves commercial activities and/or sales without our prior written consent such as solicitation of investments, contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of us; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that You may have breached the immediately preceding sentence), or for no reason at all. You, not we, remain solely responsible for all Content that You upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and You warrant that You possess all rights necessary to provide such content to us and to grant us the rights to use such information in connection with the Services and as otherwise provided herein. You are responsible for all of Your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while You are not logged on to the Website, or that otherwise interfere with the proper working of, or place an unreasonable load on, the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with Your activity in connection with the Services.

IV. WARRANTY DISCLAIMER. We have no special relationship with or fiduciary duty to You. You acknowledge that we have no control over, and no duty to take any action regarding: which users gain access to the Services; what Content You access via the Services; what effects the Content may have on You; how You may interpret or use the Content; or what actions You may take as a result of having been exposed to the Content. You release us from all liability for You having acquired or not acquired Content through the Services. Toothpick Labs is not a dental service provider or adviser; any material on the Website or otherwise provided through the Services is for informational purposes only, and is not a substitute for dental advice, diagnosis or treatment provided by a qualified healthcare provider. We make no representations concerning any content not provided by us which is posted, uploaded, contained in or accessed through the Website or the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of such material contained in or accessed through the Services. THE SERVICES, CONTENT, WEBSITE, AND SERVICES OBTAINED THROUGH THE WEBSITE, AND ANY SOFTWARE, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, NO WARRANTY OR GUARANTEE IS MADE (1) REGARDING THE ACCEPTANCE OF ANY OFFER, (2) THAT A USER WILL RECEIVE THE LOWEST AVAILABLE PRICE FOR GOODS AND/OR SERVICES AVAILABLE THROUGH THIS WEBSITE, (3) REGARDING THE AVAILABILITY OF PRODUCTS AND/OR SERVICES THROUGH THIS WEBSITE OR, WHERE APPLICABLE, WITH ANY SERVICE PROVIDER, OR (4) REGARDING THE RESULTS OBTAINED FROM THE USE OF THE WEBSITE.

V. NO MEDICAL AND DENTAL ADVICE. The content (which includes any text, graphics images or other material contained, accessed or entered on the Website (“Content”)) on this Website is for educational/informational purposes only, and is not a substitute for medical or dental advice, diagnosis or treatment provided by a qualified health care professional. Any communication between You and health care professionals on the Website or through the Service is for general informational purposes only and does not create nor is it intended to create a physician-patient or dentist-patient relationship as defined by federal and state law. Your reliance on any information or Content provided on the Website, whether or not it is provided by a health care professional, is solely at Your own risk. You should always seek the advice of Your physician, dentist or other health care professional for any questions You may have about Your own medical condition.

VI. REGISTRATION AND SECURITY. As a condition to using some aspects of the Services, You may be required to register with us and select a password and user name (“User ID”). You shall provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use a name subject to any rights of a person other than You without appropriate authorization. We reserve the right to refuse registration of or cancel a User ID in our sole discretion. You shall be responsible for maintaining the confidentiality of Your password.

VII. INDEMNITY. You will indemnify and hold us, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of Your access to the Services, use of the Services, Your violation of this Agreement, or the infringement by You or any third party using Your account of any intellectual property or other right of any person or entity.

VIII. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (II) FOR LOSS OF PROFITS, DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF YOUR ACCESS TO OR USE OF THE WEBSITE OR SERVICES, OR THE INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES, WHETHER CAUSED BY US OR THIRD PARTIES, ONLINE SERVICE PROVIDERS, OR ANY AGENT OR SUBCONTRACTOR OF ANY OF THE FOREGOING; OR (III) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

IX. INTERACTION WITH THIRD PARTIES. The Services may contain links to third-party websites or services (“Third Party Websites”) that are not owned or controlled by us, or the Services may be accessible by logging in through a Third Party Website, as described more fully in our Privacy Policy. When You access Third Party Websites, You do so at your own risk. You hereby represent and warrant that You have read and agree to be bound by all applicable policies of any Third Party Websites relating to Your use of the Services and that You will act in accordance with those policies, in addition to Your obligations under this Agreement. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, we will not and cannot monitor, verify, censor or edit the content of any Third Party Website. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, You understand and agree that us is under no obligation to become involved. In the event that You have a dispute with one or more other users or third parties, You hereby release us, our officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If You are a California resident, You shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

X. COMMUNICATION FEES AND CHARGES. You agree to be responsible for any telephone charges and/or Internet service fees You incur in accessing Your account(s) through the Services.

XI. CHANGES IN SERVICES/INTERRUPTIONS IN SERVICE. We reserve the right, in our sole discretion, to revise, discontinue, or otherwise modify, temporarily or permanently, the Services or any part thereof (including, without limitation, the Website, these Service Provider Terms, and any materials related to the Services), or your access thereto, at any time by posting a notice on the Website, or by sending You a notice via email or postal mail. Without limiting the foregoing, we reserve the right at any time to terminate this Agreement as to all prior versions of the Services and/or related materials and limit access to our more recent versions and updates. You shall be responsible for reviewing and becoming familiar with any such modifications.

XII. You may choose to accept or decline our changes by closing, continuing or discontinuing use of the Services to which these changes relate. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

XIII. We may, from time to time perform maintenance upon the Services or experience hardware, software or other problems related to the Services, resulting in interrupted service, delays or errors in the Services. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

XIV. TERMINATION. You may terminate your use of the Services at any time. We may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. We may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of these Terms of Use which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

XV. MISCELLANEOUS. We will not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. We will not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of our Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that they will otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of your use of the Services and you do not have any authority of any kind to bind us in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

XVI. ARBITRATION; GOVERNING LAW. These Terms of Use will be governed by and construed in accordance with the laws of the State of Washington without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in King County, Washington, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Central District of Washington State.

XVII. COPYRIGHT DISPUTE POLICY. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of our Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is our policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements: If you believe that material or content residing in or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that us is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent: It is our policy:
1. to remove or disable access to the infringing material;
2. to notify the content provider, member or user that it has removed or disabled access to the material; and
3. that repeat offenders will have the infringing material removed from the system and that we will terminate such content provider’s, member’s or user’s access to the Services.

C. Procedure to Supply a Counter-Notice to the Designated Agent: If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:
1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or, if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which us is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that us may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion. Please contact our Designated Agent to Receive Notification of Claimed Infringement at the following address: team@toothpicklabs.com.

XVIII. ADDITIONAL MISCELLANEOUS: You acknowledge and agree that we are not a covered entity as the term is defined by the rules and standards promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), nor are we performing a function on behalf of any Service Provider which would cause us to be considered a business associate for purposes of HIPAA. You further acknowledge that we do not and shall not collect, and shall have no responsibility for collecting, any medical history, individually identifiable health information, or any other personal health information of a User which constitutes Protected Health Information (as defined by HIPAA) in connection with the Services (collectively, “User Health Information”). No part of the Services and nothing contained in this Agreement is intended or shall be construed as a requirement, recommendation, endorsement, solicitation, or attempt to exert any influence in any manner upon You to purchase any items or services. You agree to use the Services at the Website and not through any other means. You further agree not to create or provide any other means through which the Services may be used by others, as through server emulators. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not sell or auction any of the Content or any of the rights relating to such Content. Failure to comply with the restrictions and limitations contained in this Section shall result in the immediate, automatic termination of the license granted hereunder and may subject You to civil and/or criminal liability.

XIX. CONTACT. If You have any questions, complaints, or claims with respect to the Services, You may contact us at team@toothpicklabs.com.

Effective: February 2, 2017