Undefeatd Terms & Conditions

Terms & Conditions

Welcome to UNDEFEATD!

The Last Updated: September 5, 2024

THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING, REGISTERING, OR OTHERWISE ACCESSING THE APP OR USING OUR SERVICES.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER, THAT EACH APPLY TO THE EXTENT PERMITTED BY LAW AND AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS CAREFULLY.

1.AGREEMENT TO TERMS

These Terms and Conditions (the “Terms”, “Terms and Conditions”, or “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “your”) and Undefeatd, Inc. (referred to as “Undefeatd,” “Company,” “we,” “us,” or “our”) and applies to your access and use of the Undefeatd mobile application (the “App”), as well as any other media form, media channel, mobile website or mobile application, and online service or programwhere these Terms are posted, linked, or incorporated by reference (collectively, the “Services”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING THE APP, PROVIDING ANY INFORMATION TO US THROUGH THE APP, OR COMPLETING ANY REGISTRATIONS. BY USING OR ACCESSING THE APP YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS AS WELL AS OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE; (B) REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR A LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THESE TERMS DO NOT ACCESS, DOWNLOAD, REGISTER, OR USE THE APP OR ANY OF OUR SERVICES.

We may add to, change, update, or modify these Terms from time to time. Should these Terms change, we will post all changes on this page and any such changes, updates, or modifications will be effective immediately upon posting. If we make material changes, we will also notify you through a notice on the App for a reasonable period of time. We may also, in our discretion, notify you of changes to these Terms via email. The date on which these Terms was last modified or updated is identified at the beginning of these Terms.

You are expected to, and you acknowledge and agree that it is your responsibility to, carefully review these Terms prior to using the App and Services, and from time to time, so that you are aware of any changes. Your continued use of the App and Services after the “Last Updated” date will constitute your acceptance of and agreement to such changes and the current provisions of these Terms. If you do not agree with these Terms and our practices, you should not use the App and Services.

2.YOUR RESPONSIBILITIES AND REPRESENTATIONS

By using the App and Services, you represent and warrant that: (1) all Registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms and Conditions; (4) you are not under the age of 13 in the jurisdiction in which you reside, or if 13 or over, you have received parental permission to use the App and Services; (5) you will not access the App through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the App and Services for any illegal or unauthorized purpose; and (7) your use of the App and Services will not violate any applicable law or regulation.

You may only create and hold one account for the App and our Services for your personal use. You must be at least 13 years old to use or create an account for use of the App.If you are a minor in the jurisdiction in which you reside, you must have the permission of, and be directly supervised by, your parent or legal guardian to use the App and Services, and your parent or legal guardian must read and agree to this Agreement prior to your using the App and Services.

You also agree that you are responsible for securely managing the confidentiality of any of your account information including, without limitation, any usernames, passwords, personal identification numbers, and any other codes that you use to access our App and Services. You may not provide your Registration to anyone else to access the Services. You must keep your password strictly confidential. You will notify us immediately if you believe that your Registration or device you use to access the App or Services has been lost or stolen or that someone is using your account without your permission. You should regularly log into the App and Services to ensure that no unauthorized activity has occurred.

To use the App, you must have the compatible device, and we do not warrant that the App will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the App. Use of the App requires Internet access or mobile data, which may be subject to additional fees or charges. You will be responsible for all fees and charges incurred with respect to using the App.We reserve the right to withdraw or amend the App, any related website, and any service, product, solution, or material we provide as part of our Services. We will not be liable if for any reason all or part of the App or Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the App and Services to you.

You agree not to attempt to log on to the App from any country under sanctions by the Office of Foreign Assets Control (OFAC). Information regarding which countries are under sanctions may be obtained on the U.S. Department of the Treasury website. Any attempt to log on to the Services from one of these countries may result in your access being restricted and/or terminated.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof).

3.REGISTRATION

In order to access the App or Services, you may be required to register and create an account (such process and the information provided during such process, as amended from time to time through your login to your account in accordance with these Terms is referred to as the “Registration”). You represent and warrant that all of the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information. The failure to do so may further limit your ability to use the Services and affect the accuracy and effectiveness of the same.

You also agree that you are responsible for securely managing the confidentiality of any of your account information including, without limitation, any usernames, passwords, personal identification numbers, and any other codes that you use to access our App and Services. You may not provide your Registration to anyone else to access the App and Services. You agree to keep your password confidential and will be responsible for all use of your account and password. You will notify us immediately if you believe that your registration information or device you use to access the App or any of our services has been lost or stolen or that someone is using your account without your permission. You should regularly log into the App to ensure that no unauthorized activity has occurred.

related website, and any service, product, solution, or material we provide as part of our Services. We will not be liable if for any reason all or part of the App or Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the App and Services to you.

4. PROHIBITED ACTIVITIES

You may not access or use the App and Services for any purpose other than that for which we make the App and Services available. The App and Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the App and Services, you agree not to:

Systematically retrieve data or other content from the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
 Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
 Circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the App and/or the Content contained therein.
 Disparage, tarnish, or otherwise harm, in our opinion, us and/or the App and Services.
 Use any information obtained from the App and Services in order to harass, abuse, or harm another person. 
Make improper use of our support services or submit false reports of abuse or misconduct.
 Use the App and Services in a manner inconsistent with any applicable laws or regulations.
 Engage in unauthorized framing of or linking to the App.
 Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App.
 Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
 Delete the copyright or other proprietary rights notice from any Content.
 Attempt to impersonate another user or person or use the username of another user.



Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
 Interfere with, disrupt, or create an undue burden on the App or the networks or services connected to the App.
 Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the App or Services to you.
 Attempt to bypass any measures of the App designed to prevent or restrict access to the App, or any portion of the App.
 Copy or adapt the App’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
 Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the App.
 Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the App, or using or launching any unauthorized script or other software.
 Use a buying agent or purchasing agent to make purchases on the App.
 Make any unauthorized use of the App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
 Use the App as part of any effort to compete with us or otherwise use the App, Services, and/or the Content for any revenue-generating endeavor or commercial enterprise.

5. USER GENERATED CONTRIBUTIONS

The App may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the App, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the App and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the App, and other users of the App to use your Contributions in any manner contemplated by the App and these Terms and Conditions.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the App and these Terms and Conditions.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.
Any use of the App or Services in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the App.

6. CONTRIBUTION LICENSE

By posting your Contributions to any part of the App, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the App. You are solely responsible for your Contributions to the App and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the App; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

Name, Image, and Likeness (NIL) Rights

1. Grant of Rights to Name, Image, and Likeness

By using the Undefeatd mobile application or any associated services, and by uploading or submitting any content (including but not limited to photographs, videos, or other media containing your name, image, likeness, voice, or other identifiable personal attributes), you hereby grant to Undefeatd Inc., its affiliates, successors, licensees, and assigns, a perpetual, irrevocable, worldwide, royalty-free, fully transferable, sub-licensable, and non-exclusive right and license to use, reproduce, display, distribute, publicly perform, broadcast, transmit, modify, adapt, publish, create derivative works from, and otherwise commercially or non-commercially exploit your name, image, likeness, voice, persona, or other personal identifiers (collectively, “NIL”) in any manner or medium, now known or hereafter developed.

This grant of rights applies to all media formats, channels, and platforms, including but not limited to promotional materials, advertisements, social media, marketing campaigns, and any other commercial or non-commercial use by Undefeatd or its partners.

2. Scope of NIL Usage

By uploading or submitting content to Undefeatd:

You understand and agree that your NIL may be used for advertising, marketing, and promotional purposes related to Undefeatd, its services, and its commercial partners, without further consent from you or any compensation to you.

Undefeatd may use your NIL in connection with any content or product you submit, for purposes such as but not limited to promoting new features, marketing campaigns, endorsements, or commercial products, without limitation to time or geographic location.

3. Waiver of Claims and Moral Rights

You expressly waive any and all claims you may have now or in the future against Undefeatd, its affiliates, successors, licensees, or assigns, related to the use of your NIL as authorized by this agreement.

You waive any moral rights or similar rights (e.g., the right to object to derogatory treatment of your likeness) you may have in any content or media that features your NIL.

You agree that Undefeatd has no obligation to provide notice to you or to seek further approval for any use of your NIL as outlined herein.

4. Indemnification for Third-Party Rights

You represent and warrant that:

You have the full legal right and authority to grant the NIL rights outlined above, and that your NIL does not infringe on the rights of any third party.

If your content includes the name, image, likeness, or other personal attributes of any third party, you warrant that you have obtained express permission from such third party to use and license their NIL rights in accordance with this agreement.

You agree to indemnify and hold Undefeatd harmless from any claims, damages, or liabilities arising out of the use of any third-party NIL content you submit, including but not limited to claims for infringement of rights of privacy or publicity.

5. Termination of NIL Rights

The rights granted under this section are perpetual and irrevocable. Even if you terminate your account or discontinue use of Undefeatd’s services, the rights granted to Undefeatd with respect to any content uploaded prior to termination shall remain in effect indefinitely, unless otherwise prohibited by law.

6. User Consent

By using Undefeatd’s services and uploading content that includes your NIL, you acknowledge that you have read and understood this section, and you expressly consent to the use of your NIL in accordance with the terms outlined above. If you do not agree to these terms, you should not upload any content that includes your name, image, likeness, or other personal identifiers.

7. GUIDELINES FOR REVIEWS

We may provide you areas on the App to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

8. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, inventions, discoveries, concepts, or other information regarding the App or Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property, whether created solely by you or jointly with us. Such Submissions may include ideas for new or improved products, services, concepts, know-how, or techniques. You agree that we shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

9. APP MANAGEMENT AND CONSENT TO COLLECT TECHNICAL DATA

We reserve the right, but not the obligation, to: (1) monitor the App for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the App and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.

10. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT INFRINGEMENT AND DMCA NOTICE

OWNERSHIP

The App and its entire contents, features, functionality, and services (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by and the exclusive property of Undefeatd, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You acknowledge and agree that you do not acquire any

ownership rights to the App, or any Services offered through the App, through this Agreement or by use of the App. You acknowledge and agree that Undefeatd has and retains exclusive and valid ownership of all anonymized statistical information regarding use of the App. You may not otherwise use, reproduce, download, store, post, broadcast, transmit, modify, sell or make available to the public content from the App without the prior written approval of Undefeatd.

INTELLECTUAL PROPERTY RIGHTS

You may suggest improvements and/or communicate to the Company ideas, feedback, inventions, discoveries, or concepts, whether patentable or unpatentable, (“Ideas”) during the term of this Agreement, and you and us may discover or create the Ideas jointly with us. Such Ideas may include ideas for new or improved products, services, concepts, know-how, and/or techniques. You agree that any such Idea shall be and remain solely the property of the Company and/or its licensors and may be used and sold, licensed, or otherwise provided by the Company and/or its licensors to third parties, or published or otherwise publicly disclosed, in the Company’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to the Company any and all of your right, title, and interest in and to any such Ideas.

Undefeatd respects the intellectual property of others, and we expect our users to do the same. In compliance with the Digital Millennium Copyright Act (DMCA), we have adopted the following policy concerning the removal of infringing materials, and to ensure our protection under the DMCA safe harbor provisions.

DMCA Safe Harbor Provisions

We operate as an online service provider as defined under the DMCA and take steps to comply with its "safe harbor" provisions. In accordance with the DMCA, Undefeatd is not liable for copyright-infringing content uploaded by users on the platform, provided we adhere to the requirements of 17 U.S.C. § 512.

To benefit from the DMCA safe harbor protections, Undefeatd:

Does not control, initiate, or direct the posting of user-generated content;
Expeditiously removes or disables access to allegedly infringing material upon receiving proper notification of claimed infringement, as detailed below;
Does not financially benefit from infringing activities that we have the right and ability to control;
Responds to valid counter-notifications as prescribed by the DMCA.

2. DMCA Takedown Procedure

If you believe any materials accessible on or from the App infringe your copyright, you may request removal of those materials (or access to them) from the App by submitting written notification to our copyright agent designated below.

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Upon receiving a compliant DMCA notice, we will promptly: (a) remove or disable access to the allegedly infringing material; (b) notify the user who posted the content of the takedown notice and removal of the material; and (c) terminate repeat infringers’ accounts in accordance with our repeat infringer policy. Undefeatd has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

Our designated copyright agent to receive DMCA Notices is: Undefeatd. Inc, Attn: DMCA Agent, __[EMAIL]/[ADDRESS]_____________.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

3. Counter-Notification Process

If your content has been removed as a result of a DMCA takedown notice and you believe this removal was a mistake or that you have the right to post the content, you may submit a counter-notification.

To file a counter-notice, you must send a written communication that includes:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location where the material appeared before it was removed or access was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
Your name, address, telephone number, and email address, and a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Undefeatd may be found, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.

Upon receiving a valid counter-notification, we will:

Promptly forward a copy to the party that submitted the original DMCA notice;
Inform that party that the material will be replaced or access to it will be restored in 10 business days unless the copyright owner files an action seeking a court order to prevent the user from engaging in infringing activity related to the material on our system or network.

4. Repeat Infringer Policy

In compliance with the DMCA, we have adopted a policy that provides for the termination of users who are determined to be repeat infringers. A repeat infringer is defined as a user who has been the subject of multiple valid DMCA takedown notices. Undefeatd reserves the right to terminate user accounts at its sole discretion if users are found to be infringers of copyright multiple times.

5. No Obligation to Monitor

We are not under any obligation to monitor the platform for copyright violations, but we reserve the right to do so at our discretion. Our compliance with DMCA takedown requests does not constitute an endorsement of any party's claim of infringement or a declaration that any user has violated copyright law. We assume no responsibility for the content uploaded by users but will respond to valid claims of infringement as required by law.

11. TERM AND TERMINATION

These Terms and Conditions shall remain in full force and effect while you use the App. You acknowledge that the App is provided free of charge and Undefeatd may terminate this agreement and any license granted therein at any time with or without notice to you.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE APP (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE APP OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

12. GOVERNING LAW

These Terms and Conditions and your use of the App are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

13. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION WILL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions, the App, Services, the Privacy Policy, other applicable Undefeatd terms or policies, or your relationship with Undefeatd, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each a “Dispute”) brought by either you or Undefeatd (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days upon receipt of a notice of the Dispute before initiating arbitration.

Such informal negotiations commence upon written notice of the Dispute from one Party to the other Party (the “Notice of Dispute”). Any Notice if Dispute must e personally signed by you (if you are initiating the Notice of Dispute) or an Undefeatd representative (if we are initiating the Notice of Dispute). The Notice of Dispute must contain the following information: (1) name, contact information (address, telephone number, and email address), and account information if applicable; (2) a detailed description of the nature and basis of the Dispute; and (3) a detailed description of the nature and basis of the relief sought, including a calculation for it.

You must send any such Notice of Dispute to Undefeatd by email to: support@undefeatd.io. We must send any such Notice of Dispute to you at the email address we have on file for you. You and Undefeatd agree to attempt to resolve the Dispute through informal, good faith negotiations for a sixty (60) day period from the date that a completed Notice of Dispute is received (or a longer period, if agreed to by the parties). If the party receiving the Notice of Dispute requests a telephone settlement conference as part of this informal process, you and Undefeatd agree to participate in an effort to resolve the Dispute. Should Undefeatd make this request, you agree to attend this conference (with your counsel, if you are represented). Should you make the request, Undefeatd agrees to have a representative attend this conference (with counsel, if Undefeatd is represented).

Compliance with this "Informal Negotiations” process is a condition precedent to initiating arbitration. Neither you nor Undefeated may initiate an arbitration proceeding absent such compliance. If the sufficiency of a Notice of Dispute or compliance with this process is at issue, it may be decided by a court of competent jurisdiction at either party's election, and any arbitration proceeding shall be stayed. Such court shall have the authority to enforce this condition precedent to an arbitration proceeding, which includes the power to enjoin the filing or prosecution of a demand for arbitration and the assessment and collection of arbitration administrative fees. Notwithstanding the foregoing, either party may elect to raise non-compliance with this Informal Negotiations process and seek relief in arbitration.

Any Dispute that falls within the jurisdictional scope and limits of the small claims court where you reside must be brought in that court on an individual basis. Such Dispute must remain in small claims court and may not be removed or appealed to a court of general jurisdiction.

Binding Arbitration

You and Undefeatd agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act will govern their interpretation and enforcement and any proceedings relating to such interpretation or enforcement.

Except as otherwise provided herein, any Dispute that is not resolved through the Mandatory Informal Pre-Dispute Resolution Process or small claims court shall be resolved by binding arbitration to be held in Miami-Dade County, Florida.

The arbitration shall be administered by the American Arbitration Association ("AAA") and heard by a single, neutral arbitrator. The AAA shall administer the arbitration in accordance with the AAA's applicable rules including the supplementary rules ("AAA Rules"), as modified by the terms of this agreement. The AAA Rules are available at www.adr.org. If the AAA is unable or unwilling to administer the arbitration consistent with the terms of this agreement, the parties shall agree on an alternative provider that will do so. If the parties cannot agree, they shall jointly petition a court of competent jurisdiction to appoint an arbitration provider that will do so.

The party seeking to initiate arbitration must provide the other party with the demand for arbitration as specified in the AAA Rules and these arbitration provisions. If you are initiating arbitration, you shall serve the demand on Undefeatd by email to: support@undefeatd.io. If Undefeatd is initiating arbitration, Undefeatd shall serve the demand at the email address that we have on file for you. The demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, that party (and their counsel, if represented) certifies that they have complied with (1) the Information Negotiation Process (and they shall attach the Notice of Dispute) and (2) the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.

The AAA Rules shall govern the payment of all arbitration fees. You and Undefeatd agree that arbitration is designed to be cost-effective for all parties. Either party may engage with the AAA to discuss fee reductions and deferred payments. All issues are for the arbitrator to decide except the following, which are for a court of competent jurisdiction to decide: (1) issues that are specifically reserved for a court in this agreement and (2) issues related to the scope and enforceability of the arbitration provisions.

The arbitrator may award relief, including, but not limited to, monetary, declaratory, injunctive, or other equitable 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. The arbitrator must follow this agreement and can award the same individualized damages and relief as a court, including injunctive or other equitable relief necessary to provide relief as to the individualized claim. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Unless you and Undefeatd otherwise agree, one person's claims may not be consolidated with those of any other person. If a court determines that a claim or request for public injunctive relief may not be waived and all appeals from that decision have been exhausted (or it is otherwise final), you and Undefeatd agree that any claim or request for public injunctive relief shall be stayed and resolved by a court pending arbitration of the remaining claims and requests for relief.

The decision of the arbitrator shall be in writing and shall set forth the essential findings of fact and legal analysis. A judgment to enforce the award may be entered by a court of competent jurisdiction, however, any award that has been satisfied may not be filed or entered in court. The decision of the arbitrator shall have no preclusive effect in any proceeding involving non-identical parties.

Each party reserves the right to request a telephonic, video, or in-person hearing from the arbitrator. You and Undefeatd’s representative shall personally appear at any hearing ordered by the arbitrator (along with your and Undefeatd’s counsel, if represented). For claims of more than $25,000 (and for claims seeking individualized injunctive, equitable, or declaratory relief that are not subject to small claims court as set forth above), a telephone, virtual, or in-person hearing shall be held and you and Undefeatd’s representative shall personally appear (along with your and Undefeatd’s counsel, if represented). The parties can agree to waive a hearing.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

14. CLASS ACTION WAIVER AND JURY TRIAL WAIVER

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. THIS SECTION WILL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.

YOU AND UNDEFEATD AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THIS MEANS THAT YOU AND UNDEFEATD MAY NOT BRING A CLAIM ON BEHALF OF A CLASS OR GROUP AND MAY NOT BRING A CLAIM ON BEHALF OF ANY OTHER PERSON UNLESS DOING SO AS A PARENT, GUARDIAN, OR WARD OF A MINOR OR IN ANOTHER SIMILAR CAPACITY FOR AN INDIVIDUAL WHO CANNOT OTHERWISE BRING THEIR OWN INDIVIDUAL CLAIM. THIS ALSO MEANS THAT YOU AND UNDFEATD MAY NOT PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING BROUGHT BY ANY THIRD PARTY. NOTWITHSTANDING THE FOREGOING, YOU OR UNDEFEATD MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UNDEFEATD WAIVE ANY RIGHT TO A JURY TRIAL.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Undefeatd and its successors and assigns and all of their respective officers, directors, agents, employees, and affiliates from and against any claims, liabilities, judgments, awards, losses, obligations, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to (i) your breach of the Privacy Policy and Agreement; (ii) your violation of any third party’s right including, without limitation, any copyright, trademark, property right, or privacy right, (iii) any violation of applicable law by you; (iv) information or content that you submit, post, transmit or make available through our Services; (v) your use of the App or Services; (vi) any claim that content provided by you caused damage or loss to a third party, or (vii) any of your acts or omissions. This defense and indemnification obligation will survive your use of the Services and any termination of the Privacy Policy and Agreement.

If you use the Services to access data of which you are not the owner or authorized user as reflected in our systems, you shall indemnify, defend, and hold harmless Undefeatd and all of its executives, directors, employees, agents, successors, and assigns from any and all losses, liabilities, damages, and all related costs and expenses, arising from, relating to, or resulting (directly or indirectly) from such access. Further, without limiting our rights or your obligations under any other provision of these Terms, and notwithstanding the same, in the event of any actual or reasonably suspected unauthorized access to the personal information of a customer and/or individual associated with a customer (including but not limited to customer names, addresses, phone numbers, bank and credit card account numbers, income and credit histories, and social security numbers) under your control or subsequent to and arising from your past exercise of control, direct damages in connection with any such breach will include the cost and expenses of investigation and analysis (including by law firms and forensic firms), correction or restoration of any destroyed, lost or altered data, notification to affected customers, offering and providing of credit monitoring, customers service, or other remediation services, and any related cost. Our rights to indemnity under this section are in addition to all other rights and remedies available at Law or in equity. Any exercise by us of our rights to indemnification shall be without prejudice to such other rights and remedies. You manifest your assent to this indemnity by accessing data through our App or Services.

16. DISCLAIMER OF WARRANTIES

THE APP, AND ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, THE CONTENT, AND ALL MATERIALS, YOUR USE OF THE SERVICES, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. UNDEFEATD, ITS AGENTS, AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES. YOU ACCESS SUCH CONTENT OR INFORMATION AT YOUR OWN RISK.

WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, THE CONTENT, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM, OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE NEITHER US OR NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ITS CONTENT.

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS IN THE COMPLETION OR TRANSMISSION OF A REQUEST FOR A SERVICE, INCLUDING BUT NOT LIMITED TO, SUCH ERRORS OR DELAYS CAUSED BY INCORRECT INFORMATION PROVIDED BY YOU OR TECHNICAL PROBLEMS BEYOND OUR REASONABLE CONTROL. ADDITIONALLY, THE REFERENCE, INCLUSION, OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE APP OR THE SERVICES DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY US.

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE SERVICES. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICES FOR ANY RECONSTRUCTION OF LOST DATA. FURTHERMORE, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS CONTENT OR INFORMATION WILL BE SECURE AND/OR COMPATIBLE WITH YOUR BROWSER OR OTHER WEBSITE-ACCESSING PROGRAM. WE DOS NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY THIRD-PARTY WEBSITE LINKED TO IT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN SUCH INSTANCES, THE LIABILITY OF UNDEFEATD AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH LAW.

17. LIMITATIONS OF LIABILITY

NEITHER UNDEFEATD NOR ITS AFFILIATES OR LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER UNDEFEATD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

THE APP IS PROVIDED TO YOU FREE OF CHARGE, AND IN NO EVENT SHALL UNDEFEATD’S OR ITS AFFILIATES’ OR LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE APP AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $100. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

18. CONTENT AND MATERIALS

The information on the App is solely for information purposes only. We use reasonable efforts to update the information on the App and the content on the App may be updated from time to time without notice. It may not necessarily be complete or up-to-date at any given time. We do not warrant the accuracy, completeness or usefulness of this information (including any product, service, description, photograph, or other information). Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the App, or by anyone who may be informed of any of its contents.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

20. FORCE MAJEURE

Undefeatd shall not be liable for any failure to perform its obligations under these Terms if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control of Undefeatd and not due to Undefeatd’s own fault or negligence or that of its contractors or representatives or other persons acting on its behalf, and which cannot be overcome by the exercise of due diligence and which could not have been prevented through commercially reasonable measures, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in any law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

21. THIRD-PARTY SITES, APPLICATIONS, AND TECHNOLOGIES

These Terms and Conditions are only applicable to the App and do not apply to any third-party websites, applications, or technologies. The App may contain links to, and media and other content from, third-party websites. These links are to external websites and third parties with which we have no relationship or control. Because of the dynamic media capabilities of the App, it may not be clear to you which links are to the Services and which are to external, third-party websites. if you click on an embedded third-party link, you will be redirected away from the App to the external third-party website. You can check the URL to confirm that you have left the App. We have no control over the content on such third-party websites.

If you choose to link to a third-party website, we cannot and do not (i) guarantee the adequacy of the privacy and security practices employed by or the content and media provided by any third parties or their websites; (ii) control third parties’ independent collection nor use of your personal information; (iii) endorse any third party information, products, services, or websites that may be reached through embedded links on the Services; and (iv) make no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor do we guarantee that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. Any personal information provided by you or automatically collected from you by a third party will be governed by that party’s privacy policy and terms and conditions. If you are unsure whether a website is controlled, affiliated, or managed by us, you should review the privacy policy and practices applicable to each linked website.

Other materials, services and products may be found and purchased on third- party websites, and there are third-party websites that contain links to Undefeatd’s App. We are not responsible for examining or evaluating the content or accuracy on those third-party websites and we do not warrant and shall have no liability nor responsibility for any third-party website content, or for any other materials, products, or services of those third parties. You agree that you shall not rely on any statements, assurances, or warranties related to Undefeatd or its App that are made on third party websites. Undefeatd is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Any complaints, claims, concerns, or questions regarding third-party products, services, resources, content, or any other transactions made in connection with any third-party websites should be directed to the third-party, not to Undefeatd.

22. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

23. LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY WAIVED AND BARRED.

24. WAIVER AND SEVERABILITY

No waiver by Undefeatd of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Undefeatd to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provision of the Terms will continue in full force and effect.

25. MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on the App or in respect to the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the App or Services. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

26. UPDATES OR CHANGES TO THESE TERMS

We may add to, change, update, or modify these Terms from time to time. Should these Terms change, we will post all changes on this page and any such changes, updates, or modifications will be effective immediately upon posting. If we make material changes, we will also notify you through a notice on the homepage of the App for a reasonable period of time. We may also, in our discretion, notify you of changes to these Terms via email. The date on which these Terms was last modified or updated is identified at the beginning of these Terms.

You are expected to, and you acknowledge and agree that it is your responsibility to, carefully review these Terms prior to using the App, and from time to time, so that you are aware of any changes. Your continued use of the App after the “Last Updated” date will constitute your acceptance of and agreement to such changes and the current provisions of these Terms. If you do not agree with these Terms and our practices, you should not use the App.

27. CONTACT US

In order to resolve a complaint regarding the App, to receive further information regarding use of the App, and other communications relating to the App, please contact us at: privacy@undefeatd.io