Last Modified: August 1, 2021

1. Acceptance of Terms of Use. These terms of use (“Terms of Use”) are entered into by and between you and Minnow Technologies, Inc. (“Minnow,” “we,” “us” or “our) and govern your access to and use of the service(s) provided through Minnow’s website, https://minnowpod.com, and all other downloadable software, web applications, and other online and offline services referencing these Terms of Use, and all content and functionality associated therewith (collectively, the “Services”).

Please read these Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Notice.

The Services are offered and available to users who are eighteen (18) years of age or older. If you are not at least eighteen (18), you must not access or use the Services.

2. Pods; Services Features, Functionality and Availability.

(a) You acknowledge and agree that the Services are intended for use solely in connection with the use and operation of Minnow’s contact-free pickup pods (the “Pods”), which Minnow sells or leases to food service operators, food delivery companies, owners or property managers of residential or commercial buildings, and other types of businesses (“Pod Customers”). In order to access and use the Pods, Pod Customers may require that you agree to separate terms and conditions of use with the Pod Customer (the “Pod Customer Terms”). The Pod Customer Terms are solely between you and the Pod Customer and do not involve or implicate Minnow.

(b) You may use the Services when and as available. Although we generally intend for the Services to be available on an uninterrupted basis, the Services will not always be available (e.g., during maintenance, changes, outages and for other reasons). We further reserve the right to change, modify, eliminate and/or restrict or block access to all or part of any of the Services, including any features or content displayed or made available through the Services, from time to time with or without notice to you, in our discretion. We will not be liable to you if for any reason all or any part of the Services are unavailable at any time for any period.

3. Accessing the Services and Account Security.

(a) You are responsible for: (i) making all arrangements necessary for you to have access to the Services, including without limitation, your Internet connection; and (ii) ensuring that all persons who have access to the Services through your Internet connection are aware of these Terms of Use and comply with them.

(b) You may use or browse certain functions, pages and/or content of the Services without first registering as a user (a “User”). However, for complete access to the Services, you will be required to register as a User. It is a condition of your use of the Services that all information you provide as part of registering as a User or in connection with your use of the Services is accurate, current and complete.

(c) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity unless it is necessary to do so in connection with your use of the Services (in which case, you do so at your own risk and agree to be responsible for any and all use of the Services under your User account). You also acknowledge that your account is personal to you and you agree not to provide any other person with access to the Services or portions thereof using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your User account at the end of each session. You should use particular caution when accessing your User account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason.

4. Privacy Notice; Additional Terms.

(a) Privacy Notice. You agree that all personal information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Notice, and you consent to all actions we take with respect to your personal information consistent with our Privacy Notice.

(b) Additional Terms. Your use of the Services is subject to any and all additional terms, policies, rules or guidelines applicable to the Services or certain features of the Services that we may post on or link to the Services (the “Additional Terms), including without limitation, the Minnow Pickup Pod Terms and Conditions and the Minnow Services Terms and Conditions, as applicable.

5. No Reliance. Minnow makes no representations or warranties that the information on the Services is accurate, reliable, up-to-date or complete. Neither Minnow nor any third party can guarantee the accuracy of the information, and you agree not to rely on any such information.

6. Your Conduct. You may use the Services and the Pods only for lawful purposes in accordance with these Terms of Use. Except as expressly permitted in these Terms of Use, you agree not to:

(a) License, sublicense, lease, rent, timeshare, distribute, disclose, permit access to, or transfer to any third party, any portion of the Services and/or any Minnow Content, whether for profit or without charge;

(b) Store, reproduce, distribute, transmit, modify, adapt, perform, display (including by “framing”), publish or sell the Services and/or any Minnow Content;

(c) Translate, reverse engineer, re-engineer, disassemble, decompile, discover, or modify the Services, any Minnow Content, or any Minnow software;

(d) Remove any copyright and other proprietary notices placed upon the Services, the Pods, and/or any Minnow Content accessible via the Services;

(e) Modify, alter or tamper with the Pods in any way;

(f) Circumvent any use-limitation or protection device contained in or placed upon the Services, the Pods, and/or any Minnow Content, or access or attempt to access any portion of the Services, the Pods, and/or any Minnow Content that you are not authorized to access;

(g) Use the Services to execute denial of service attacks;

(h) Perform automated searches against Minnow’s systems (except for non-burdensome federated search services), including automated “bots”, link checkers or other scripts, without prior written permission from Minnow;(i) Use the Services, the Pods, or any Minnow Content to create products or perform services which compete with or interfere with the Services, the Pods, or any Minnow Content, or any other products or services of Minnow or its licensors;

(j) Text mine, data mine or harvest metadata from the Services;

(k) Impair or overburden the Services or any servers or systems associated with the Services;

(l) Impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;

(m) Violate any Laws. For purposes of these Terms of Use, “Laws” means applicable federal, international, state and local laws, statutes, rules, regulations and ordinances, including any judgment or order of any court or governmental authority, and specifically includes, without limitation, all applicable anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and all applicable privacy and data protection laws;

(n) Use the Services, the Pods, and/or any Minnow Content in any manner that violates, infringes, or misappropriates the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party;

(o) Introduce to the Services or any other Minnow systems or software any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(p) Download all or parts of the Services and/or any Minnow Content in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Services and/or the Minnow Content, in any form;

(q) Use the Services, the Pods, or any Minnow Content to create or develop any competing product or service, or any other product or service that emulates the features and/or functions of the Services, the Pods, and/or the Minnow Content; or

(r) Use the Services, the Pods, and/or the Minnow Content in connection with life support systems, medical devices, or any application or other high risk activities where failure or malfunction could lead to possible injury or loss of life.

7. Payments.

(a) Minnow may provide certain paid or free services associated with the use of the Services, in its sole discretion. All fees charged by Minnow may be modified or changed at any time in its sole discretion. When your use of the Services requires the payment of a fee, you will have the opportunity to review and accept the fees that you will be charged. If you do not agree to pay the fee, do not proceed with your transaction. Unless otherwise stated, all fees are quoted in U.S. Dollars.

(b) You are responsible for paying all fees and applicable taxes associated with your use of the Services in a timely manner with a valid payment method. You agree at all times to keep your payment information current and complete. Except as otherwise set forth in these Terms of Use, Minnow does not provide refunds.

(c) If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us, or retaining collection agencies and legal counsel, in our discretion.

8. Intellectual Property Rights.

(a) Minnow Content. The Services and all data, products, content, features and functionality (including but not limited to, all information, user interfaces, software, text, displays, images, and the design, selection and arrangement thereof) (“Minnow Content”), are owned by Minnow, 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 may not commercially exploit or make the Services available to any third party. You must not reproduce, distribute, modify, create derivative works of, re-engineer, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as authorized by these Terms of Use. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Minnow. Some Minnow Content may also be subject to further terms and conditions provided in connection with the particular Minnow Content and you agree to comply with any such further terms and conditions. Any use of the Minnow Content other than as set forth in these Terms of Use may result in the immediate suspension or termination of your access to all or part of the Services.

(b) Your Content.

(1) Certain features or functions of the Services may permit the uploading, posting, storage, viewing or transmittal of text, information, and content (collectively, “Your Content”). You retain ownership of any of Your Content posted or transmitted to or through the Services, but in order for us to provide you the Services, you must grant certain rights to Minnow to use Your Content. Accordingly, subject to any restrictions or limitations set forth in these Terms of Use, you hereby grant to Minnow and its designees, a royalty-free, fully paid, non-exclusive license to post, store, use and transmit any and all of Your Content in connection with: (i) Minnow’s maintenance, operation, and provision of the Services; (ii) the operation of Minnow’s business, including its development and design of any products or services; and (iii) the creation of Systems Data. You are solely responsible for any and all of Your Content uploaded and/or transmitted in and/or through the Services.

(2) You represent and warrant to Minnow that: (i) you own Your Content or otherwise have sufficient rights in Your Content to grant the license rights granted to Minnow in this Section; (ii) Your Content does not, and its use by Minnow as contemplated in these Terms of Use will not, violate, infringe, or misappropriate the intellectual property rights, publicity or privacy rights, or other proprietary rights of any third party, or breach or violate any obligation of confidentiality owed to any third party; (iii) your uploading, posting, storage, viewing or transmittal of Your Content to or through the Services will not violate applicable Laws; and (iv) there are no claims currently pending or threatened, and you have not engaged in any acts or omissions likely to result in any such claims, as to: (a) your ownership of, use of, or rights in Your Content; (b) your violation, infringement or misappropriation of any third party intellectual property rights, publicity or privacy rights, or other proprietary rights with respect to Your Content; (c) your violation or breach of any obligation of confidentiality owed to any third party with respect to Your Content; or (d) the violation of Your Content of applicable Laws.

(3) Minnow reserves the right to refuse to post or transmit any of Your Content. Furthermore, in the event that Minnow discovers or has reason to believe that Your Content is in violation of these Terms of Use, including without limitation, this Section 8(b) and/or Section 6 above, Minnow may, without limiting its rights or creating any liability therefor, immediately remove Your Content from the Services, and may further block and/or restrict your access thereto pending resolution of any such violation.

(4) You are responsible for keeping appropriate copies and records of Your Content. Minnow has no obligation to back-up or maintain Your Content, and Minnow takes no responsibility and assumes no liability for Your Content, including without limitation any loss or damage thereto.

(c) Systems Data. You acknowledge and agree that all Systems Data is and shall remain the sole and exclusive property of Minnow. For purposes of clarity, Minnow may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Minnow may publish and share Systems Data with others in aggregate or statistical form to promote the Services and/or Minnow’s products or services, for evaluating the efficiency, utility and functionality of the Services and/or Minnow’s other products or services, and for enhancing and improving the Services and Minnow’s other products or services. For purposes of these Terms of Use, “Systems Data” means all data, content and information regarding your use of the Services in the nature of de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Services, including without limitation, any de-identified or aggregate Your Content.

(d) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Minnow through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Minnow has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Minnow a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works of, distribute and/or otherwise use such Feedback.

9. Third Party Websites, Materials and Content.

(a) The Services may link to other websites. These links may be provided by Minnow as a convenience to you. If you deal with a linked site, your transaction is not with Minnow so you should review the linked site’s “terms of use,” other contract(s) and/or privacy notice before completing your transaction.

(b) Minnow may further use third party services, software or applications in making available the Services to you. You agree to comply with any and all third party license terms, terms of use, or terms of service applicable to any such third party service, software or applications, and shall not take or fail to take any act or engage in any conduct that would cause Minnow to be in breach or violation of any such third party license terms, terms of use, or terms of service. You further acknowledge and agree that Minnow shall not be responsible for, and shall have no liability to you in connection with, the unavailability, failure of, or your inability to use, any such third party service, software or applications.

(c) The Services may display or make available, and the Minnow Content may include, third party content (including data, information, and/or materials) (collectively, “Third Party Materials”). You acknowledge and agree that Minnow is not responsible for the Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Minnow does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.

(d) You acknowledge and agree that Minnow’s: (i) linking to any third party website; (ii) using any third party services, software or applications; or (iii) providing any Third Party Materials, does not constitute or imply an endorsement by Minnow of the third party provider. The providers of any third party services, software or applications or Third Party Materials may be third party beneficiaries of these Terms of Use having the right to enforce these Terms of Use in accordance with its terms.

10. Monitoring and Enforcement.

(a) Minnow may: (i) disclose your identity or other information about you to any third party who claims that Your Content or any other material posted by you by or through the Services violates their rights, including their intellectual property rights, publicity rights, or their right to privacy; or (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities, third parties or court order requesting or directing us to disclose the identity or other information (including Your Content) of any User posting any materials on or through the Services.

(b) We do not commit to reviewing any of Your Content or any other user content or materials before it is posted or transmitted through the Services, and cannot ensure prompt removal of objectionable material after it has been posted or transmitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content, including any of Your Content, provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

11. No Commercial Use; Authorization. You may use the Services for your internal, non-commercial (except as otherwise set forth herein) use solely for lawful purposes in compliance with these Terms of Use. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf, and that such entity agrees to indemnify Minnow pursuant to Section 12 below.

12. Indemnification. You agree to indemnify, defend (at the Indemnified Party’s option), and hold harmless Minnow, each Pod Customer, and each of the respective officers, directors, employees, agents and affiliates of the foregoing (each, an “Indemnified Party”), for, from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be suffered or incurred by an Indemnified Party arising out of, relating to, or resulting from: (a) Your Content; (b) your use of the Services and/or the Pods; (c) your breach or violation of these Terms of Use; or (d) your violation of applicable Laws. The Indemnified Party 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 the Indemnified Party in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.

13. Disclaimers and Acknowledgments.

(a) YOU UNDERSTAND THAT THE SERVICES AND THE PODS ARE PROVIDED ON AN “AS IS”, “WHERE AS”, AND “AS AVAILABLE” BASIS. MINNOW DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NONINFRINGEMENT. IN PARTICULAR, MINNOW DOES NOT REPRESENT OR WARRANT THAT: (i) THE SERVICES OR THE PODS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA; (ii) THE SERVICES OR THE PODS WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS OR EXPECTATIONS; (iii) ANY STORED OR PROCESSED DATA WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; (iv) THE SERVICES, THE PODS OR ANY ASSOCIATED INFRASTRUCTURE WILL: (1) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (2) OPERATE WITHOUT INTERRUPTION; (3) ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (4) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES OR THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE APPLICABLE THIRD PARTY PROVIDER.

(b) NEITHER MINNOW NOR ANY POD CUSTOMER MAKES ANY REPRESENTATIONS REGARDING THE SAFETY OR QUALITY OF THE FOOD ITEMS THAT MAY BE PLACED IN OR STORED IN THE PODS. NEITHER MINNOW NOR ANY POD CUSTOMER WARRANTS, ENDORSES, GUARANTEES, OR ASSUMES RESPONSIBILITY WITH RESPECT TO THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF THE FOOD ITEMS PLACED IN OR STORED IN THE PODS, INCLUDING WITHOUT LIMITATION, THAT ANY FOOD ITEMS PLACED IN OR STORED IN THE PODS ARE SAFE AND/OR WERE PREPARED IN ACCORDANCE WITH HEALTH AND SAFETY GUIDELINES FOR SAFE FOOD HANDLING, PREPARATION, STORAGE, AND CONSUMPTION. MINNOW AND ITS POD CUSTOMERS SHALL NOT BE RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH, THE PROPER AND SAFE PLACEMENT, CLEANLINESS, SANITATION, STORAGE, CONVEYANCE, USE, AND CONSUMPTION OF THE FOOD ITEMS PLACED IN OR STORED IN THE PODS.

(c) THE PODS ARE FOR SHORT TERM FOOD STORAGE ONLY. THE PODS ARE NOT TEMPERATURE CONTROLLED AND CANNOT AND DO NOT MAINTAIN OR ENSURE THE TEMPERATURE OF REFRIGERATED OR HEATED FOODS. THE DURATION FOR WHICH FOOD ITEMS MAY BE STORED IN THE PODS DEPENDS ON FACTORS OUTSIDE OF MINNOW’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, HOW AND WHEN THE FOOD ITEMS WERE PREPARED, HOW LONG THE FOOD ITEMS HAVE BEEN IN TRANSIT, AND THE CONDITIONS THE FOOD ITEMS MAY HAVE BEEN EXPOSED TO WHILE IN TRANSIT. ACCORDINGLY, MINNOW AND ITS POD CUSTOMERS SHALL NOT BE RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH, FOOD SPOILAGE AND/OR FOOD-RELATED ILLNESS OR INJURY.

(d) PLEASE NOTE THAT FOOD ITEMS PLACED IN OR STORED IN THE PODS MAY CONTAIN VARIOUS INGREDIENTS, INCLUDING ALLERGENS SUCH AS WHEAT, EGG, SOY, MILK, TREENUTS, PEANUTS, FISH AND SHELLFISH. MINNOW AND ITS POD CUSTOMERS CANNOT AND DO NOT DETECT OR VERIFY THE PRESENCE OF ANY SUCH INGREDIENTS, AND CANNOT AND DO NOT SIGNAL OR ALERT USERS REGARDING THE PRESENCE OF ANY SUCH INGREDIENTS. MINNOW AND ITS POD CUSTOMERS CANNOT LIMIT THE RISK OF ANY CROSS-CONTAMINATION BETWEEN FOOD ITEMS PLACED IN THE PODS, INCLUDING CROSS-CONTAMINATION WITH ALLERGENS. YOU ACKNOWLEDGE AND AGREE THAT MINNOW AND ITS POD CUSTOMERS ARE NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH, THE HANDLING OF SUCH FOOD ITEMS AND/OR ANY CROSS-CONTAMINATION THAT MAY OCCUR AS A RESULT OF FOOD ITEMS PLACED IN OR STORED IN THE PODS.

(e) PLEASE NOTE THAT IN THE EVENT ANY ALCOHOLIC BEVERAGES AND/OR CANNABIS PRODUCTS ARE PLACED IN OR STORED IN THE PODS, MINNOW AND ITS POD CUSTOMERS DO NOT AND CANNOT ENSURE THAT SUCH BEVERAGES OR PRODUCTS MAY BE LEGALLY PURCHASED AND/OR CONSUMED PURSUANT TO APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, LAWS REGULATING THE CONSUMPTION OR SALE OF ALCOHOL BEVERAGES OR CANNABIS PRODUCTS IN YOUR JURISDICTION OF RESIDENCE.

(f) YOU MAY ORDER OR REQUEST THAT FOOD ITEMS BE DELIVERED TO THE PODS THROUGH THIRD PARTY RESTAURANTS (“FOOD PROVIDERS”) AND/OR FOOD DELIVERY SERVICES SUCH AS GRUBHUB, DOORDASH, AND UBER EATS (“FOOD DELIVERY PROVIDERS”). YOU ACKNOWLEDGE AND AGREE THAT FOOD PROVIDERS AND/OR FOOD DELIVERY PROVIDERS OPERATE INDEPENDENTLY OF MINNOW AND ITS POD CUSTOMERS. MINNOW AND ITS POD CUSTOMERS DO NOT AND WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY DELIVERY PARTNER OR FOOD PROVIDER. MINNOW AND ITS POD CUSTOMERS ARE NOT RESPONSIBLE FOR THE FOOD PROVIDERS’ FOOD PREPARATION OR SAFETY AND DO NOT VERIFY THEIR COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. MINNOW AND ITS POD CUSTOMERS SHALL NOT BE RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH, ACTS AND/OR OMISSIONS OF ANY FOOD PROVIDER OR DELIVERY PARTNER.

(g) MINNOW AND/OR THE POD CUSTOMER MAY REMOVE OR DISCARD ITEMS DELIVERED TO OR PLACED IN THE PODS IF YOU HAVE NOT PICKED UP THE ITEMS WITHIN A REASONABLE PERIOD OF TIME (AS DETERMINED IN OUR OR THE POD CUSTOMER’S REASONABLE, GOOD FAITH DISCRETION) OR AS OTHERWISE SPECIFIED BY THE POD CUSTOMER IN THE POD CUSTOMER TERMS. CIRCUMSTANCES UNDER WHICH ITEMS MAY BE REMOVED OR DISCARDED PURSUANT TO THE PRECEDING SENTENCE INCLUDE, WITHOUT LIMITATION, CONCERNS OVER FOOD SAFETY, FOOD ODORS OR SPILLS, OR TO FREE UP SPACE FOR ANOTHER DELIVERY. MINNOW AND ITS POD CUSTOMERS SHALL NOT BE RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH, ANY DECISION MADE BY MINNOW AND/OR THE POD CUSTOMER TO REMOVE OR DISCARD ITEMS DELIVERED TO OR PLACED IN THE PODS IN ACCORDANCE WITH THIS SUBSECTION (g).

14. Limitations of Liability.

(a) Cap on Damages. TO THE FULLEST EXTENT PERMITTED BY LAWS, MINNOW’S AND EACH OF ITS POD CUSTOMERS’ AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (i) AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO MINNOW IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR WHICH MINNOW IS ALLEGED TO BE LIABLE; AND (ii) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING DAMAGES CAP SHALL NOT APPLY TO LIABILITY OF MINNOW OR A POD CUSTOMER FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY MINNOW’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR (2) ANY INJURY CAUSED BY MINNOW’S FRAUD OR FRAUDULENT MISREPRESENTATION.

(b) Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINNOW OR ANY OF ITS POD CUSTOMERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, THE PODS, OR ANY OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF MINNOW, HOWEVER SUCH LOSS IS CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY (WHETHER BREACH OF CONTRACT, TORT, OR STRICT LIABILITY), EVEN IF MINNOW OR THE POD CUSTOMER HAS BEEN ADVISED OF OR OTHERWISE HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

(c) Limitations Period. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH MINNOW MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED. THE DAMAGE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Dispute Resolution. PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MINNOW AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 15 SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”. CASES MAY BE FILED AGAINST MINNOW THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH MINNOW, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST MINNOW IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. IN PARTICULAR, YOU AGREE THAT:

(a) Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services as a consumer of the Services, to any advertising or marketing communications regarding Minnow or the Services, to any products or services sold or distributed through the Services that you received as a consumer of the Services, or to any aspect of your relationship or transactions with Minnow as a consumer of the Services will be resolved by binding arbitration, rather than in court, except that: (i) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (ii) you or Minnow may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted prior to or following these Terms of Use becoming effective.

(b) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Minnow Technologies, Inc. at Campus Box 354625, 1100 NE Campus Parkway, Suite 200 Seattle, WA 98195-4625. The arbitration will be conducted by JAMS under its rules and pursuant to these Terms of Use (including this Arbitration Agreement). Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from JAMS, Minnow will pay them for you. In addition, Minnow will reimburse all JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the country where you live or at another mutually agreed location.

(c) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Minnow. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable Law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Minnow.

(d) Waiver of Jury Trial. YOU AND MINNOW WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Minnow are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 15(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

(e) Waiver of Class or Consolidated Actions. YOU AND MINNOW AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Minnow is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 16.

(f) Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Minnow can force the other to arbitrate as a result of these Terms of Use. To opt out, you must notify Minnow in writing no later than thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Minnow user name (if any), the email address or phone number you used to set up your Minnow account, and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt out notice to Minnow Technologies, Inc., Campus Box 354625, 1100 NE Campus Parkway, Suite 200 Seattle, WA 98195-4625. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

(g) Survival. This Arbitration Agreement will survive any termination of your relationship with Minnow.

(h) Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if Minnow makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Minnow.

16. Applicable Law and Exclusive Venue. The Services are controlled by us from our offices within the United States and are intended for United States users only. If you choose to access the Services from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Services in violation of U.S. export laws and regulations or these Terms of Use. You agree that these Terms of Use, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Services, shall be governed by the laws of the State of Washington, U.S.A., without regard to its conflicts of laws provisions and without regard to where performance is made. THESE TERMS WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. To the extent the parties are permitted under these Terms of Use to initiate litigation in a court, both you and Minnow agree that all claims and disputes arising out of or relating to these Terms of Use will be litigated exclusively in the state or federal courts located in King County, Washington, if you are a Washington resident, and in the United States District Court for the District in which you reside if you are not a Washington resident.

17. Termination or Cancellation. As noted above, these Terms of Use are a legally binding agreement between you and Minnow with respect to your use of the Services. Either we or you may terminate this agreement with or without cause or prior notice. You will still be liable for payment of any amounts due or other obligations incurred prior to termination, and if you use the Services after such termination, that use will constitute your new agreement to these Terms of Use. If applicable Laws require that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Services or by sending a communication to any address (email or otherwise) that we have for you in our records. Minnow’s rights under these Terms of Use that by their terms, nature, sense or context are intended to survive the termination of these Terms of Use shall survive such termination. Without terminating your right to use the Services pursuant to these Terms of Use, we may suspend or block your access to the Services whenever it appears to us that you might be breaching or violating these Terms of Use or otherwise about to cause harm or damage to us or others. No breach of these Terms of Use by Minnow shall be deemed a material breach unless Minnow is first given not less than fifteen (15) business days to cure the breach.

18. Procedure for Making Claims of Copyright Infringement. Minnow respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Services in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Services containing the following: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (d) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (e) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:

by mail: to Minnow Technologies, Inc., Campus Box 354625, 1100 NE Campus Parkway, Suite 200 Seattle, WA 98195-4625

by email: to support@minnowpod.com

Please use the same procedure for any claimed infringement of any trademark rights or infringements or misappropriations of other intellectual property or third party rights.

19. Notices, Including Our Address for Legal Notices.

(a) We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Services or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Services.

(b) You agree to send us notice by mailing it to “Our Address for Legal Notices” which is Minnow Technologies, Inc., Campus Box 354625, 1100 NE Campus Parkway, Suite 200 Seattle, WA 98195-4625, or by emailing it to us at support@minnowpod.com.

20. Amendments. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. We encourage you to check these Terms of Use often for updates.

21. Agreement; Miscellaneous. These Terms of Use, which incorporate by reference any: (i) additional terms on the Services or otherwise provided by us for particular activities, including the Additional Terms; and (ii) disclosures provided by us and consents provided by you on the Services, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in these Terms of Use. If any part of these Terms of Use is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms of Use and the remainder of these Terms of Use will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches. Time is of the essence in connection with your performance under these Terms of Use. Except as set forth in Sections 10, 12 and 18 above, there are no third party beneficiaries of any part of these Terms of Use. These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Minnow’s prior written consent, which Minnow may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

22. Further Information. If you would like to receive our legal name and address by email or request any additional information from Minnow, please provide us your email address by sending your request, in writing, to Our Address for Legal Notices. If you have a complaint, you may contact us at the address(es) set forth in Section 19.

23. Notice About Trademarks. MINNOW™ and any associated logos or designs are trademarks of Minnow Technologies, Inc. All other trademarks and logos on the Services and/or in the Minnow Content are the property of their respective owners. All rights are reserved.