Terms of Service

Updated 07/21/2020
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PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

These Terms of Service (“Terms”) are between you, a Mobie Ranker user (herein referenced as “you”, “your”, “user”, or “users”) and Mobie Ranker (herein referenced as “Mobie Ranker”, “we”, “us”, “our”, and “ours”). Each time you access, use, or otherwise engage with the Mobie Ranker or any related Mobie Ranker services, you confirm that you have read, you understand, and you irrevocably agree to adhere to all terms and conditions contained in these Terms as well as our Privacy Policy, available at www.mobieranker.com/privacy. Any and all modifications or changes to these Terms, to the Privacy Policy, and to the Services will be effective immediately upon posting.

By accessing, using, or agreeing to any of the services made available by Mobie Ranker or one of its affiliates through the website www.mobieranker.com or any other related services provided by Mobie Ranker or its affiliates as described herein, (collectively, the “Services”), you agree that you have read, you understand, and you accept all of these Terms, as well as our Privacy Policy. Mobie Ranker reserves the right to update, change, or in any way alter these Terms at any time, at its sole discretion, with or without notice to you. Additionally, you understand that in using certain services or aspects of the Services, you may be subject to different or additional terms and conditions. Your continued use of and/or access to the Services constitutes your acceptance of the amended agreement and rules.

If you accept or agree to these Terms on behalf of yourself, a company or other legal entity, you represent and warrant that you have the authority to bind yourself or that company or other legal entity to these Terms and, in such event, “user” “users” “you” and “your” will refer and apply to you, that company or other legal entity.

Eligibility

By accessing and/or using the Services, you affirm that you are at least 18 years of age or are of legal age to enter into binding contracts enforceable by law and that you are a legal person, company, or entity with authority and capacity to agree to these Terms. The Services are explicitly not intended for use in any capacity by children under the age of thirteen (13).

Mobie Ranker and/or Mobie Ranker’s Services, including those made available through its affiliates, are not provided to, and may not be used by, any person or entity in any jurisdiction

where use of such services would be prohibited by, or contrary to, any local law or regulation, or otherwise applicable law, rule, or regulation.

Upon suspicion at Mobie Ranker’s sole discretion, or upon discovery otherwise, that you do not meet the eligibility requirements, we reserve the right to take immediate action including but not limited to the termination of your access to and/or usage of the Services.

Licensing

A user who is compliant with these Terms is granted, at our sole discretion, a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services. You acknowledge that your use of the Services grants you no rights in or to the Services or any intellectual property rights (including copyright, trademarks and patents). Your right is limited to use of the Services in accordance with these Terms. No materials or information provided by Mobie Ranker or its affiliates may be copied, reproduced, republished, posted, shared, uploaded, or in any manner distributed without Mobie Ranker or the respective affiliate’s express permission. You are strictly prohibited from using the Services or any content, information, or benefit otherwise derived from the Services for any resale or commercial use without the express permission of Mobie Ranker. All such use is expressly prohibited and shall constitute a material violation of these Terms. All rights not expressly granted under these Terms are hereby reserved. You are prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms or without Mobie Ranker’s express permission otherwise.

Mobie Ranker may include links in the Services to third-party persons, entities, applications, news services, including but not limited to RSS feeds, or other services. Mobie Ranker is not responsible for any of their terms of use, their privacy practices, or their handling of any personal information they may receive or collect about you or information in connection with your use of the Services.

These Terms provide only a limited license to access and use the Services. You agree that Mobie Ranker transfers no ownership or intellectual property interest or title in and/or to the Services, or any Mobie Ranker intellectual property, to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including but not limited to html code), programs, software, products, data, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Mobie Ranker platform are exclusively owned, controlled, and/or licensed by Mobie Ranker or its members, parent(s), licensors, or affiliates.

By submitting any content or information to Mobie Ranker and/or in connection with the Services, including without limitation any image, text, or data, and notwithstanding any intellectual property rights that you hold in such content or information, you grant to us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable licence to use, reproduce, publish, distribute, perform, adapt, amend, enhance, and communicate such content or information from time to time for any purpose relating to the Services.

Mobie Ranker will own any feedback, suggestions, ideas, or other information or materials regarding the Services that you provide or submit in any medium (“Feedback”). You assign to Mobie Ranker all right, title, and interest to Feedback together with all associated intellectual property rights. You will not be entitled to,and you hereby waive any claim for, acknowledgment or compensation based on any Feedback or modifications made based on any Feedback.

Disclaimers and Limitation of Liability

Content provided by or referenced to by the Services should not be considered as information sufficient upon which to make business decisions, investments, or financial actions otherwise. No content provided by the Services is tailored to the specific needs or financial circumstances of any individual, entity, or group of individuals. Mobie Ranker expresses no opinion as to the future or expected value of any return on payment or investment made in connection with or reliance on the Services. Content provided by or referenced to by the Services may not be used as a basis for, and may not be used in any way for the creation of, any financial product or other product without the express prior written consent of Mobie Ranker.

In no event shall Mobie Ranker (and its respective officers, directors, employees, members, agents, and affiliates) be liable for any direct, indirect, punitive, incidental, special, or consequential damages or damages for lost profits, arising out of, or in any way connected with, your access to or use of the Services or with the delay or inability to access, display, or use the Services, whether based on a theory of negligence, contract, tort, strict liability, or otherwise, notwithstanding any real or constructive notice you may make regarding the possibility of such damages.

Notwithstanding the foregoing, in no event (and under no theory, including but not limited to contract, statute, or strict liability) will the liability of Mobie Ranker (and its respective officers, directors, employees, members, agents, and affiliates) arising out of or in connection with the Services, any performance or non-performance of the Services, or any other product, service, material, or other item provided by or on behalf of Mobie Ranker and its affiliates, exceed the

amount of fees that you have paid to Mobie Ranker under in accordance with these terms in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

The exclusion or limitation of incidental or consequential damages is not applicable in all jurisdictions and as such may not apply to you. These Terms give you specific legal rights. You may also have other rights which vary across jurisdictions, including variation from state to state. Disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Your agreement with these Terms indicates your full and informed understanding of your legal rights.

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Mobie Ranker expressly disclaims, and you hereby waive, any and all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or warranties arising from course of performance, course of dealing, or usage in trade. Without limiting the foregoing, Mobie Ranker does not represent or warrant that its services, website, or any materials offered are accurate, complete, reliable, current, free-of-error, or free of viruses or any other harmful component.

While Mobie Ranker employs reasonable efforts to provide reliable services, we do not and cannot guarantee that the Services will be available 100% of the time. All software may contain bugs, and all hardware can suffer failures. You also acknowledge that failures, defects, or other issues which have a detrimental effect on the Services may occur due to events beyond our reasonable control.

Disputes in relation to the Services or other benefit redeemed the Services shall be resolved in accordance with the terms and conditions applicable to the relevant transaction between the parties thereto. Mobie Ranker makes no representations as to the fulfilment of obligations of any party transacting through or in relation to the Services. To the maximum extent permitted by law, Mobie Ranker accepts no liability in connection with any transactions in which Mobie Ranker has not directly participated.

Indemnification

Except to the extent prohibited under applicable law, you shall indemnify, defend and hold harmless Mobie Ranker (and its respective officers, directors, employees, members, agents, partners, consultants, contractors, service providers, and affiliates) from and against any and all suits, actions, proceedings and claims by third parties (whether threatened or actual), and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees)

arising out of, relating to or in connection with: your use (or misuse) of and access to the Services; your violation of these Terms in any way; your violation of any applicable law, rule, or regulation; any claim that any information provided by you to Mobie Ranker in connection with the Services caused damage to, infringed upon, misappropriated or otherwise violated the rights of any third party, including infringement, misappropriation or other violation of third-party intellectual property rights, or violation of any right of privacy or publicity; and/or any dispute that you have with any third party relating to or in connection with the Services. Mobie Ranker reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Mobie Ranker in asserting any available defenses and in the conduct of such defense.

Mobie Ranker User Account

Use of the Services requires that you apply to create an account through which you will conduct your transactions in relation to the Services (“Account”). You are responsible for all uses of your Account, all representations made by or on behalf of your Account, and all contracts or agreements entered into on behalf of your Account, whether by you or by a third party. You are responsible for ensuring the security and confidentiality of any information you provide and the exclusivity of your Account access. To the maximum extent permitted by applicable law, Mobie Ranker shall not be liable for any unauthorized use of your Account (including but not limited to payments made, specific Services selected, communications made, and data collected) resulting from your failure to secure and maintain restricted access to your Account and any device through which your Account may be used and/or managed.

Mobie Ranker maintains records of all Account activity. For more information on Mobie Ranker’s collection and use of data, please see our Privacy Policy at www.mobieranker.com/privacy.

If there exists any reasonable doubt that any information you provide to Mobie Ranker or its affiliates is incorrect, false, outdated, incomplete, or otherwise inaccurate, Mobie Ranker reserves the right to demand that you make informational corrections, remove relevant information accordingly and, as the case may be, terminate all or part of your access to or use of the Services. You shall be solely and fully responsible for any loss or expenses incurred during the use of Mobie Ranker’s services if you cannot be contacted through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date, accurate, and complete.

Mobie Ranker’s failure to act with respect to a breach of these Terms or of another agreement or contract relating to the Services by you or others does not waive our right to act with respect to

any subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms or of another agreement or contract relating to the Services.

Third Party Content

The Services may contain links to third-party websites. Your use of all links to third-party websites is at your own discretion and risk. Mobie Ranker does not monitor or have any control over third-party websites, makes no claim or representation regarding third-party websites, and does not have any responsibility for any material available on such Third-Party Websites nor for any use of or reliance on the contents of such Third Party Websites by you. To the extent that such links are provided in connection with the Services, they are provided only as a convenience, and a link to third-party websites does not imply our endorsement, adoption or sponsorship of, or affiliation with such third-party websites. Any views shared or expressed by third parties are neither endorsed by nor represent the views of Mobie Ranker.

Mobie Ranker will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third-party website or services, or for any dealings or communications you may have with third parties, or for any harm, damages or loss caused or alleged to be caused by or in connection with any of the foregoing, or your use of or reliance on the materials or the content or business practices of any third party.

Modifications to Terms

Severability. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, such provision shall be narrowed in scope or otherwise amended to the extent necessary to make such provision lawful, valid and enforceable while as nearly as possible reflecting the intent of the parties as expressed in these Terms, or, if such amendment is impossible, severed from these Terms. No amendment or severing of any provision of these Terms shall affect the validity or enforceability of any remaining provisions.

Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relating to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of New York, including its statutes of limitations.

Assignability. User may not assign any agreement made with Mobie Ranker, or any of its rights or obligations thereunder, without Mobie Ranker’s prior written consent in the form of a written instrument signed by a duly authorized representative of Mobie Ranker. Mobie Ranker may freely assign its activities, duties, and other Terms as outlined here or as otherwise agreed to without user’s consent. Any attempted assignment or transfer in violation of these Terms will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

Force Majeure. The parties will not be responsible for failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, natural hazards outside human control “Act of God”, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.

Entire Agreement. These Terms set forth the entire agreement and understanding between you and Mobie Ranker relating to the subject matter hereof and thereof, and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or Mobie Ranker because of the authorship of any provision of these Terms. If any provision covered in these Terms is found unenforceable, the remainder of the Terms shall remain in full force and effect. Any unenforceable provision contained herein shall be enforced to the maximum extent allowable by law under the intent of these Terms.

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