Terms of Use Agreement

1.1 Account Creation. In order to use certain features of the Services, you must create an account (“Account”) and provide certain information to us (“Registration Information”). You may be able to create an Account by providing your phone number or email address. “Registered User” means a user that has created an account. You agree that: (i) all Registration Information you submit in connection with your use of the Services is truthful and accurate; and (ii) you will maintain the accuracy of such information. GM Labs may suspend or terminate your Account and future access to the Services in accordance with Section 12 below.

1.2 Your Responsibilities. You are responsible for all activities that occur under your Account. You agree to immediately notify GM Labs of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. GM Labs will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may not share your Account or password with anyone. GM Labs reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by GM Labs.

1.3 Communications.

(a) Generally. By entering into this Agreement or using the Services, you agree to receive communications from us, including via email, text message, calls, and/or push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning GM Labs and industry developments.

(b) Text Messages. Our mobile messages service (the “Message Service”) allows users to receive SMS/MMS mobile messages by opting-in. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by this Agreement. We do not charge for the Message Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply. By enrolling in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the telephone number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include [describe message types, and expressly refer to marketing or advertising if applicable] and may be transmitted using an automatic telephone dialing system (“ATDS”) or other automated systems for the selection or dialing of telephone numbers. Your consent to receive mobile messages via an ATDS or other automated system is not required (directly or indirectly) as a condition of purchasing any property, goods or services. Message frequency varies. Text the keyword STOP in reply to any message you receive through the Message Service to unsubscribe at any time. When you opt-out, you agree we may send you an opt-out confirmation message. For Message Service support or assistance, text HELP in reply to any message you receive through the Message Service or email us at the address set forth in Section 15.10, below. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you change your mobile phone number, you agree to opt-out of the Message Service first.

Our Services include, without limitation, the Website, applications, and certain services enabled thereby, which allow Registered Users discover and read articles.

2.1 Limited Access Services. Certain Services may only be made available to Registered Users or to a subset thereof.

3.1 Access and Use. Subject to this Agreement, GM Labs grants you a limited, non-exclusive, revocable, limited, nontransferable, non-assignable, non-sublicensable, and “as is” right to use and access the Services solely for your own personal use, subject to any use limitations.

3.2 Acceptable Use Policy. You agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) interfere with any other user’s use and enjoyment of the Services; (vii) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (viii) impersonate any person or entity, including any employee or representative of GM Labs; (ix) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the GM Labs website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.3 Investigations. GM Labs may in its sole discretion, but is not obligated to monitor or review your use of the Services at any time. If GM Labs becomes aware of any possible violations by you of any provision of the Agreement, GM Labs may investigate such violations, and, at its sole discretion, immediately suspend or terminate your license to use the Services without prior notice to you. If, as a result of the investigation, GM Labs believes that criminal activity may have occurred, GM Labs reserves the right, but GM Labs will not have any obligation, to refer the matter to, and to cooperate with, any and all applicable legal authorities. GM Labs is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including Your Content, in GM Labs’ possession in connection with your use of the Services, (i) to comply with applicable laws, legal process or governmental request; (ii) to enforce this Agreement, (iii) to respond to any claims that User Content violates the rights of third parties, (iv) to respond to your requests for customer service, or (v) to protect the rights, property or personal safety of GM Labs, its Registered Users, or the public, and all law enforcement or other government officials, as GM Labs in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to the foregoing. You acknowledge and agree that you have no expectation of privacy concerning your use of the Services, including without limitation text, voice, or video communications.

3.4 Modification. While we aim to communicate any significant changes to our users, we nonetheless reserve the right to modify, update, suspend, or discontinue the Services (in whole or in part) at any time with or without notice to you. You agree that GM Labs is not liable to you or to any third party for any modification, update, suspension, or discontinuation of the Services. You may need to update third-party software from time to time in order to use the Services.

3.5 Third-Party Materials. As a part of the Services, you may have access to materials that are provided or hosted by another party, as made available by another user. You agree that it is impossible for GM Labs to monitor such materials and that you access these materials at your own risk.

3.6 Storage Limitations. Unless expressly agreed to by GM Labs in writing elsewhere, GM Labs may set limitations on the amount of User Content that you can Make Available on the Services. GM Labs has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content as defined in Section 5.2; the failure to store, transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You agree that GM Labs retains the right to create reasonable limits on GM Labs’ use and storage of the User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by GM Labs in its sole discretion.

4.1 Ownership. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth in Sections 3.1 and 3.2, you are not granted any rights with respect to the Services and there are no implied licenses granted by GM Labs under this Agreement.

4.2 Feedback. We welcome any and all feedback to help us build a better service. If you provide GM Labs with any feedback or suggestions regarding the Services (“Feedback”), you acknowledge that we can freely use such Feedback in any manner. Feedback you provide is not confidential or proprietary to you. So, please do not provide GM Labs any information or ideas that you consider to be confidential or proprietary.

5.1 Generally. Some areas of the Services allow users to post, publish, submit, upload, transmit, or otherwise make available on the Services (“Make Available”) content such as profile pictures or information, photos, images, music, videos, information, comments, questions, messages, works of authorship and other content or information (any such materials that a user does Make Available is referred to as “User Content”). You retain ownership of your User Content.

5.2 Responsibility for Content. You acknowledge that all information, data, text, photographs, messages, tags, and other content or materials accessible through the Services, whether publicly posted or privately transmitted, are the sole responsibility of the party from whom such User Content originated. This means that you, and not GM Labs, are entirely responsible for all User Content that you Make Available through the Services (“Your Content”).

5.3 Limited License Grant to GM Labs. You hereby grant GM Labs a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, Your Content (in whole or in part) for the purposes of (i) providing the Services, including making Your Content available to other users in accordance with your elections on the Services; (ii) improving the Services; and (iii) and monitoring and analyzing User Content usage of the Services in order to derive and share insights based on User Content and usage of the Services for research purposes. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any User Content that appears on or in the Services.

5.4 License Grant to other Users. You also hereby grant each user of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this Agreement.

5.5 Deleting Your User Content. If the features of the Services allow you to remove or delete User Content from the Services, the licenses granted by you in Your Content hereunder terminate within a commercially reasonable time after you remove or delete such User Content from the Services. Notwithstanding the foregoing, you understand and agree that GM Labs may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted; provided that in certain cases the above licenses granted by you with respect to such User Content will not terminate and such User Content may continue to be used, displayed, distributed, and performed indefinitely.

5.6 Restrictions. You agree not to Make Available any User Content or take any action using the Services that: (i) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (ii) may discriminate against, degrade, shame, or harass, encourage, glorify, or promote violence toward any person or any groups of persons; (iii) contains or depicts sexual acts or sexually explicit or pornographic material; (iv) seeks to harm, exploit, or groom children by exposing them to inappropriate content or soliciting personally identifiable details or otherwise; (v) may constitute, contribute to, depict, or encourage, a crime, illegal activity, or a violation or infringement of any third party’s rights; (vi) solicits or seeks to obtain or discloses the personal information of any other person; (vii) you do not have the right to Make Available or to take under any law or under contractual or fiduciary relationships; (viii) deceptively impersonates another person or entity or contains information that is fraudulent or that you know is not correct and current; (ix) we deem to be otherwise unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; or (x) we deem in violation of the Acceptable Use Policy in Section 3.2.

5.7 No Obligation to Pre-Screen Content. GM Labs may, but is not obligated to pre-screen, refuse or remove any User Content for any reason, including if User Content violates the Agreement or is otherwise objectionable. GM Labs has no responsibility or liability for the deletion or accuracy of any User Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, or voice communications.

5.8 Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) Make Available all of Your Content; and (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content.

It is GM Labs’ policy to terminate membership privileges of any user of the Services who repeatedly infringes copyright upon prompt notification to GM Labs by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

6.1 an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

6.2 a description of the copyrighted work that you claim has been infringed;

6.3 a description of the location on the Services of the material that you claim is infringing;

6.4 your address, telephone number and email address;

6.5 a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

6.6 a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Contact information for GM Labs’ Copyright Agent for notice of claims of copyright infringement is as follows: GM Labs, c/o Copyright Agent,10 Venetian Way, Miami, FL 33139, with a copy to team@perch.app.

7.1 Third-Party Service Provider. GM Labs uses one or more third-party payment processors as third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (each, a “Third-Party Service Provider”). By buying or selling on any portion of the Service, or purchasing any Subscription Service, you agree to be bound by the applicable Third-Party Service Provider’s terms and conditions, including any applicable privacy statements, and you hereby consent and authorize GM Labs and the applicable Third-Party Service Provider to share any information and payment instructions you provide in order to complete your transactions.

7.2 Third-Party Links. The Services may contain links to third-party websites and services (“Third-Party Links”). Such Third-Party Links are not under the control of GM Labs, and GM Labs is not responsible for any Third-Party Links. GM Labs provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

8.1 Third-Party Advertising. GM Labs reserves the right to display third-party advertising and other content before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that GM Labs has no obligation to you in connection therewith (including, without limitation, any obligation to share any revenue received by GM Labs in connection with such content).

You agree to indemnify and hold GM Labs (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any loss, claim, or demand arising out of: (i) your use of the Services; (ii) your violation of this Agreement; (iii) your violation of applicable laws or regulations; (iv) GM Labs’ use in accordance with this Agreement of any data, content, information, or feedback, including Your Content, that you Make Available to GM Labs; or (v) your violation, or Your Content’s violation, of any rights of another party, including any users. We may assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter for which you may have an indemnification obligation hereunder without the prior written consent of GM Labs. GM Labs will use reasonable efforts to notify you of any claim, action, or proceeding for which you may have an indemnification obligation hereunder upon becoming aware of it. This provision does not require you to indemnify GM Labs (or its officers, employees, or agents) for GM Labs’ (or its officers’, employees’ or agents’) fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, the Agreement and/or your access to the Services.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND GM Labs (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF THE SERVICES. EXCEPT FOR GM Labs’s OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN GM Labs’s PRIVACY POLICY, GM Labs ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.1 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT GM Labs IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GM Labs LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, THIRD PARTY PLATFORMS, OR OTHER USERS AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

10.2 User Content. EXCEPT FOR GM Labs’s OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN GM Labs’s PRIVACY POLICY, GM Labs ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOU USER CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.3 Release. You hereby release and forever discharge GM Labs and our officers, employees, agents, successors, and assigns (the “GM Labs Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of the Service or any Third-Party Links). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE OF ANY OTHER JURISDICTION, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

10.4 Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

11.1 Exclusion of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GM LABS, THE GM Labs ENTITIES, OR OUR SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA OR CONTENT (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR USER CONTENT), UNDER ANY THEORY OF LIABILITY.

11.2 Limitation on Damages. IN NO EVENT WILL GM LABS, THE GM Labs ENTITIES, OR OUR SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO GM Labs HEREUNDER DURING THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM OR $100.00, WHICHEVER IS GREATER. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GM Labs AND YOU. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GM Labs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

12.1 Term. You and we agree that, subject to any eligibility requirements for accessing and using the Services or entering into the Agreement, the Agreement commenced on the earlier to occur of: (i) the date you first used the Services or (ii) the date you accepted the Agreement, and the Agreement will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Agreement.

12.2 Termination of Services by GM Labs. We may terminate this Agreement or your ability to access or use any or all Services at any time for any reason, with or without notice, including if timely payment cannot be charged to your Payment Provider for any reason, if you have breached any provision of the Agreement, or if GM Labs is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful).

12.3 Termination of the Agreement by You. If you want to terminate the Agreement, you must do so by notifying GM Labs at any time, closing your Account, and ceasing all further use of the Services.

12.4 Effect of Termination. Termination of this Agreement, your Account, or of your access to or use of any Services may include removal of access to the Services barring of further use of such Services. Termination of this Agreement or your Account also includes disassociation or deletion of your Account and all related information, files, and User Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of the Agreement, your right to use the Services will automatically terminate. GM Labs will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

Please read this Arbitration Agreement (the “Arbitration Agreement”) carefully. It is part of your contract with GM Labs and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

13.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and GM Labs agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or of the Website, any communications you receive from us, any products sold or distributed through the Website, the Services, or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and GM Labs may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or GM Labs 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). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

13.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and GM Labs. If that occurs, GM Labs is committed to working with you to reach a reasonable resolution. You and GM Labs agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and GM Labs therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to GM Labs that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to team@perch.app. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address and/or Digital Wallet address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

13.3 Waiver of Jury Trial. YOU AND GM Labs HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and GM Labs are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

13.4 Waiver of Class and Other Non-Individualized Relief. YOU AND GM Labs AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 13.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 13.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and GM Labs agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or GM Labs from participating in a class-wide settlement of claims.

13.5 Rules and Forum this Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and GM Labs agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and GM Labs otherwise agree, or the Batch Arbitration process discussed in subsection 13.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and GM Labs agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

13.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 13.9 is triggered, the AAA will appoint the arbitrator for each batch.

13.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

13.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or GM Labs need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

13.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and GM Labs agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against GM Labs by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by GM Labs. You and GM Labs agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

13.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: team@perch.app, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address, phone number and/or Digital Wallet address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

13.11 Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with GM Labs as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

13.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if GM Labs makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to GM Labs at team@perch.app, your continued use of the Website and/or Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Website, any communications you receive, any products sold or distributed through the Website, the Services, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. GM Labs will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

13.13 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

13.14 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with GM Labs.

14.1 Changes. This Agreement is subject to occasional revision, and we reserve the right to charge fees for accessing and using the Services. If we make any substantial changes, we may require you to accept the changes in order to continue using the Services or notify you by sending you an email and/or by prominently posting notice of the changes on the Services. Any changes to this Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an email notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Services. The changes will be effective immediately for new users of the Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.

14.2 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to use, export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from GM Labs, or any products utilizing such data, in violation of the United States export laws or regulations. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use The Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by GM Labs are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer GM Labs products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

14.3 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

14.4 Electronic Communications. The communications between you and GM Labs use electronic means, whether you use the Services or send us emails, or whether GM Labs posts notices on the Services or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from GM Labs in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GM Labs provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

14.5 Force Majeure. GM Labs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, zombie apocalypse, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.6 Governing Law and Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Both you and GM Labs agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Miami-Dade County, Florida.

14.7 Notice. Where GM Labs requires that you provide an email address, you are responsible for providing GM Labs with your most current email address. In the event that the last email address you provided to GM Labs is not valid, GM Labs’ dispatch of the email containing such notice will constitute effective notice. You may give notice to GM Labs by email via the contact information below. Such notice shall be deemed given when received by GM Labs by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address or, in the case of notice by email, when such email has been transmitted to GM Labs.

14.8 International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that GM Labs intends to announce such services or content in your country. The Services are controlled and offered by GM Labs from its facilities in the United States of America. GM Labs makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

14.9 Entire Agreement. This Agreement constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to GM Labs is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without GM Labs’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. GM Labs may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

14.10 Contact Information:

GM Labs | Email: team@perch.app