Terms of Service

Last Updated : September 12, 2023

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_IMPORTANT_:_{These Terms require all disputes between us to be decided by binding arbitration instead of government court. That means you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions. End Users can opt-out of arbitration for thirty (30) days after agreeing to these Terms. To opt-out, see Section 15(k) under}_{Dispute Resolution}_below.

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We include brief summaries atop each long section to make it easier for you to read and understand this agreement. The summaries do not replace the text of each section, and you should still read each section in its entirety.

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These Terms of Service (these “ Terms ”) form part of the agreement described below between you and 3649954 Canada Inc. DBA Like Minded Labs, a corporation organized under the laws of Canada (“Company ” , “ we ” , “ us ” or “ our ”) governing your use of the TODA Live app (the “ App ”) and our related webpages and TODA communications services (collectively, “ TODA ” or “ Services ”).

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Acceptance: By ticking a consent box when presented with these Terms, downloading our App or using the Services, you agree to be bound by these Terms and all exhibits, order forms, and incorporated policies (the “ Agreement ”) . Your use of the Services is conditioned upon your compliance with and acceptance of this Agreement. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind the entity to this Agreement.

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Order Forms : If you order Services via a registration page or an order form (an “ Order Form ”), The Order Form may contain additional terms and conditions regarding the Services you order, but this Agreement applies except as the Order Form may specify.

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Updates : We may elect to change or supplement the terms of this Agreement from time to time in our sole discretion. We will post the updated version and update the Last Updated date above, and we will use commercially reasonable efforts to notify you of any material changes to this Agreement. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services thirty (30) days after the Last Updated date, you will be deemed to have accepted the changes to the terms of this Agreement.

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Contact us : If you have any questions or issues concerning the Services or this Agreement, please contact us at help@lmmv.com.

1. DEFINITIONS.

The following definitions apply in this Agreement.

“Account” means an End User or Business User’s account with Company, including as used to access, enable and use the Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with that party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
“Business User” means a licensee whose Order Form permits the provision of multiple End User accounts. Business Users are responsible for the administration and use of the Services by their End Users. If you are a Business User, the phrase “you” includes you and your End Users.
“End User” means a person who has downloaded the App and/or who uses the Services.
“Host” means an End User who initiates or controls a virtual meeting or event through the Services.
“Initial Term” means the Initial Term for a Service as specified in an Order Form.
“Law” means all laws applicable to Company’s provision and your use of the Services, whether international or national, state, provincial or local, including statutes, rules, regulations, orders and policies.
“Renewal Term” means, as specified in an Order Form, the renewal subscription term for a Service commencing after the Initial Term or another Renewal Term.
“Taxes” means all applicable sales, use, environmental or regulatory taxes, VAT, fees, duties (including customs duties), charges, surcharges or assessments levied on the provision of Services to Customer (excluding any income tax imposed on Company).
“User Content” means the content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Services, together with any resulting transcripts, recordings, outputs, visual displays, or other content, except for User Data.
“User Data” means information you provide to TODA so that Company can administer and provide access to the Services to you (e.g., company name, billing address, tax ID or registration number, contact name and information). You are solely responsible for the accuracy of User Data. We have no liability whatsoever for errors and omissions in User Data.

2. SERVICES. We will provide the Services as described herein and/or on the Order Form, and standard updates to the Services made generally available by Company. Company may, in its sole discretion, periodically discontinue the Services or modify the features of the Services without prior notice.

3. USE & RESPONSIBILITIES.

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_{You may only use the Services in the manner permitted by this Agreement. You are solely responsible for your use of the Services. You must comply all Laws in connection with your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control.}

(a) System Requirements. Use of the Services requires a compatible device, Internet access (fees may apply) and certain software (fees may apply). We may require you to periodically update or upgrade the Services. Because using TODA involves hardware, software, and significant Internet bandwidth, access and use the Services are performance of these systems. Fast Internet access is recommended. Meeting these requirements is your responsibility alone.

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(b) Registration Information. You may be required to provide information about yourself to register for and/or use certain Services. You agree that any such information will be accurate. If you set up a user name and password, you are entirely responsible for maintaining the security of your user name and password and agree not to disclose such to any third party.

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You are solely responsible for your User Content and for compliance with all Laws pertaining to User Content, including, but not limited to, Laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload User Content to TODA and that such use does not violate or infringe on any rights of any third party. You retain copyright and any other rights you already hold in the User Content you submit, post or display through the Services.
Under no circumstances will Company be liable in any way for any (a) User Content that is transmitted or viewed while using the Services, (b) errors or omissions in User Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Content. Although Company is not responsible for any User Content, Company may delete any User Content, at any time without notice to you, if Company learns that it violates any this Agreement or any Law.

(d) Prohibited Use. You must always comply with our Acceptable Use Policy.

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(e) Export Compliance. The Services are subject to local and extraterritorial export control laws and regulations. You must comply with such laws and regulations governing use, export, re-export, and transfer of Services and will obtain all required local and extraterritorial authorizations, permits or licenses. You must not use the Services from an embargoed country (such as Cuba, Iran, North Korea, Sudan and Syria). You warrant that you and your End Users are not on any U.S. government denied party list.

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(f) Recordings. As a Host, you are responsible for compliance with all Laws governing the monitoring or recording of conversations. A Host can choose to record, for example, meetings, webinars, or a live event. By using the Services, you authorize Company to store recordings initiated by Hosts. You will receive a notification (visual or otherwise) when recording is enabled, or if you join a session where a recording is being made. If you do not consent to being recorded, you must leave the session.

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4. SECURITY. Company maintains reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to User Content and personal information, in accordance with industry standards. Company will notify you if it becomes aware of unauthorized access to your User Content. We will not access, view or process User Content except (a) as provided for in this Agreement and in Company’s Privacy Policy; (b) as authorized or instructed by you, (c) as required to perform our obligations under this Agreement; or (d) as required by Law. Company has no other obligations with respect to User Content.

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5. MINIMUM AGE. You affirm that you are at least 16 years of age and are otherwise fully able and competent to enter into and comply with this Agreement. Your access may be terminated without warning if we believe that you are under the age of 16 or are otherwise ineligible.

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6. PRIVACY; OUTSIDE TERMS.

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_{Our Privacy Policy governs our use of your personal information. If you use the App, your distributor’s terms and policies also apply to your use of TODA.}

Privacy. We collect and process personal information as described in the Company’s Privacy Policy. If you are a Business User and your use of the Services requires Company to process your End Users’ personal data under a data processing agreement, Company will process such personal data subject to Company’s Data Processing Agreement.
Distributor Terms and Role: If you download or use the App from the following distributors, their respective rules or terms also apply to our Agreement. As of the Last Updated date, the App is available from the distributors described at Distributors, subject to their respective distributor terms. Each distributor’s terms may change, with or without advance notice. You must review the distributor terms presented to you by the distributor in connection with your procurement of the App from the distributor. The App’s features may vary by distributor.

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No distributor of TODA—including Apple, Google and/or Adobe—is a party to this Agreement or has any responsibility or liability to you under this Agreement, but may be a third-party beneficiary hereof. The Services may present you with other third-party terms that may apply to your use of the Services.‍

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7. CHARGES AND CANCELLATION.

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You agree that Company may charge your payment card, or any other payment mechanism selected by you and approved by Company, for all amounts due and owing for the Services.

All payments made by you under this Agreement must be in U.S. or Canadian dollars, free and clear of any deduction or withholding, as may be required by law. If deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.
You agree that all payment obligations are non-cancelable, and all amounts paid are non-refundable during the Initial Term or then-current Renewal Term, as applicable.
Company may change pricing for the Services periodically, in its sole discretion. Any price changes will be effective upon the commencement of your next Renewal Term; provided, that Company will provide you with reasonable notice of any fee increase before the expiration of the Initial Term or any Renewal Term. Discounts or promotional pricing amounts specified in your Order Form may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Company may discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
If we are unable to collect the fees owed to us through your Account or other payment method, Company may take any other steps it deems necessary to collect such fees from you. You will be responsible for all costs and expenses incurred by Company in connection with such collection activity, including collection fees, court costs and attorneys’ fees. Company may collect interest at the rate of 1.5% per month (or the highest amount permitted by law, if less) on amounts not paid when due.
The foregoing provisions apply if your purchase Services through a third party, such as a distributor or app store. However, note that we are unable to cancel any purchases that you authorize through third parties, whether one-time or ongoing, and a deletion of your Account will not effect a cancellation of any ongoing third party purchases or a refund of any prior third-party payment.

TAXES.

Our advertised prices don’t include any taxes or fees that may apply to you, but we assess any that apply to you on invoices, unless you provide documentation of exemption.

Except where stated otherwise, all prices and fees advertised or shown by Company are exclusive of Taxes and regulatory fees, service, service fees, set up fees, subscription fees, or any other fee or charge associated with your Account. Where applicable, taxes and regulatory fees will be charged on the invoices issued by Company in accordance with local laws and regulations. Company, in its sole discretion, will calculate the amount of Taxes due.
Tax exemptions. To claim exemption from any Tax, you must provide Company with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. Company may review and validate tax exemption documentation. If any tax exemption documentation is invalid, Company reserves the right to charge applicable taxes to you.

TERMINATION.

You may terminate your Account at any time, effective at the end of your paid period (if applicable). Company may terminate your Account and access to the Services if you violate this Agreement.

The Services contain information on how to terminate your Account. If you have purchased a Service for a specific period, any termination will be effective on the last day of the then-current period. Your Order Form may provide that a Renewal Term will begin automatically, subject to notice requirements.
If you fail to comply with any provision of this Agreement, Company may terminate this Agreement immediately and retain any fees previously paid by you.
You may terminate this Agreement by providing written notice of termination for cause in the event Company has materially breached the Agreement and has not cured such material breach within thirty (30) days of your written notice of such breach.
Sections 1 and 3 through 16 survive any termination of this Agreement. Upon termination of this Agreement, you must cease any further use of the Services. Upon the deletion of your Account or termination of this Agreement, we will promptly remove any user-facing User Content and will permanently delete any User Content approximately thirty (30) days later.

PROPRIETARY RIGHTS. As between us, Company retains ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“TODA Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any TODA Marks, or our other proprietary information (including images, text, page layout, or form) without our clear written consent.
COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Company may deny access to the Services to any End User who is alleged to infringe another party’s copyright. If you believe that your copyright has been infringed, notify us at help@lmmv.com.
NO WARRANTIES. You understand and agree that the Services are provided “as is” and the Company, our affiliates, suppliers and licensors expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Company, its affiliates, suppliers and licensors make no warranty or representation regarding the results that may be obtained from the use of the services, regarding the accuracy or reliability of any information obtained through the services or that the services will meet any user’s requirements, or be uninterrupted, timely, secure or error free. Use of the Services is at your sole risk. Any material and/or data downloaded or otherwise obtained through the use of the Services is at your own discretion and risk. You will be solely responsible for any damage to you resulting from the use of the Services. The entire risk arising out of use or performance of the Services remains with you. Company has no responsibility for retention of any information or communications between End Users. Company cannot guarantee and does not promise any specific results from use of the Services. Use is at your own risk.
INDEMNIFICATION. You agree to indemnify, defend and hold harmless the Company, its affiliates, suppliers, licensors and their respective personnel from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Services, your violation of this Agreement or the infringement or violation by you or any other user of your Account, of any intellectual property or other right of any person or entity or applicable law.

14. LIMITATION OF LIABILITY.

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_{Our liability to you does not extend to indirect or consequential damages, and is capped at $100 or the amount you paid Company for the Services in the last six months, whichever is greater.}

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Excluded Liabilities. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, SUPPLIERS OR LICENSORS (“TODA PARTIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY, ITS AFFILIATES, SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap on Damages. THE TODA PARTIES’ MAXIMUM CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (i) $100 and (ii) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENTS GIVING RISE TO THE CLAIMS.

15. DISPUTE RESOLUTION.

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_{In the event of a dispute, you and Company agree to try to resolve it informally first. If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court. You may opt-out of arbitration within 30 days of agreeing to this Agreement, as described below.}

You agree to resolve disputes with Company through binding arbitration, except as described in this section 15 (Arbitration Agreement”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. If you are an End User, you may opt-out of this Arbitration Agreement under Section 15(k).

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(a)Covered Disputes. You and Company agree that any dispute or claim between you and Company arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Services, access and use thereof, your Account, or any aspects of your relationship or transactions with Company, as well as disputes that arose or involve facts occurring before the effectiveness of this Agreement as well as claims that may arise after the termination of this Agreement.

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(b) Exceptions to Arbitration. This Arbitration Agreement does not require arbitration of the following types of claims brought by either you or Company:

small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and
claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

(c) Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to legal@lmmv.com so that we can work together to resolve the Dispute. This Section 15(c) is a condition precedent to commencing arbitration, and that the arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.
The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature.
Likewise, if Company has a Dispute with you, Company will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account.
If the Dispute is not resolved within sixty (60) calendar days of when either you or Company submitted a Pre-Arbitration Demand, an arbitration can be brought.
This Section 15(c) does not apply to claims brought under the exception to arbitration in Section 15(b).

(d) Arbitration Procedure. If, after completing the informal process in Section 15(c), either you or Company wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Company address in Section 15(c). Company will send any arbitration demand to the email address associated with your Company account or to your counsel, if any. You and Company agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.
Arbitration hearings will take place through videoconferencing by default, unless you and Company agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Class Action Waiver in Section 15(f), including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.
If a request to proceed in small claims court (see Section 17(b)(i)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court. If you or Company challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election will be severed from this Arbitration Agreement as to your Dispute. However, such court determination will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual.

(e) Jury Trial Waiver. You and Company 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 Company are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15(b) above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

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(f) Class Action Waiver. You and Company agree that, except as specified in Section 15(g) below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.

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. 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 to the party’s individual claim.
Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides, in a final nonappealable decision, that the limitations of this Section 15(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section 16(a).

(g) Batch Proceedings. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that if 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief), presented by or with the assistance or coordination of the same law firm(s) or organization(s), within a one hundred and eighty (180) day period (“Mass Filing”), the parties agree:

to administer the Mass Filing in batches of 100 demands per batch (or less, if fewer than 100 remain) (“Batch Proceedings”) with only one batch filed, processed, and adjudicated at a time;

_{1. to designate one arbitrator for each batch;}

_{2. to accept applicable fees, including any related fee reduction determined by NAM in its discretion;}

_{3. that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated;}

_{4. that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Company and the claimants, will only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and}

_{5. that the staged process of batched proceedings, with each set including 100 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved.}

_{6. Any statutes of limitation, including the requirement to file within one (1) year in Section 15(j) below, will remain tolled while any arbitration demands are held in abeyance. While the Batch Proceedings are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files an , the parties agree that the arbitration provider must hold those demands in abeyance.}

_{7. All parties agree that arbitration demands 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. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator}_(“_{Administrative Arbitrator}_{”) to determine threshold questions such as (1) whether the Batch Proceeding process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section 15(c). To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. Company will pay the Administrative Arbitrator’s costs.}

_{8. The parties will work in good faith with the arbitrator to complete each Batch Proceeding within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch Proceeding process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.}

_{9. This Batch Proceedings provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless Company otherwise consents in writing, Company does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 15(g).}

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(h) Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or Company may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

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(i) Arbitration Costs. Except as provided for in a Mass Filing under Section 15(g), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.

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(j) One-Year Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 15(b)(ii)) must be filed within one (1) year after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Section 15(c) above.

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(k) Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by sending an email to opt-out@lmmv.com within thirty (30) calendar days of creating your Account. Your opt-out notice must be sent from the email address associated with your Account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your Company account, and a clear statement that you decline this Arbitration Agreement. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

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(l) Severability. Except as provided in Section 15(f) above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

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16. MISCELLANEOUS

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_{This section contains additional legal provisions that apply to this Agreement.}

(a) Choice of Law and Forum. This Agreement is governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. Subject to Section 15, the parties consent to the exclusive jurisdiction and venue of the state courts of Los Angeles County, California and the federal courts in the Central District of California.

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(b) Waiver and Severability. Failure by you or Company to exercise any rights under, or to enforce any provision of, this Agreement will not be deemed a waiver of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision. The rest of this Agreement will remain in full force and effect.

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(c) Injunctive Relief. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Company, its Affiliates, suppliers and licensors and under such circumstances TODA, its Affiliates, suppliers and licensors will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

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(d) General Provisions. This Agreement constitutes the entire understanding and agreement between you and Company relating to the subject matter of this Agreement and supersedes any and all prior understandings and agreements between you and Company respecting such subject matter, except that if you or your company have executed a separate written agreement (such as an Order Form) referencing a separate contract governing your use of the Services, then the separate contract will control to the extent that any provision of this Agreement conflicts with the terms of the separate contract.

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(e) Interpretation. Any reference herein to the singular includes a reference to the plural and vice versa. Headings are for guidance and have no effect on the meaning of the provisions. Any obligation in this Agreement on a party not to do something includes an obligation not to agree or allow that thing to be done. Any words following the terms “including,” “include,” “in particular,” “for example”, “such as” or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes e-mail.

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(f) Contact us. If you have any questions or issues concerning the Services or this Agreement, please contact us at help@lmmv.com.

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ACCEPTABLE USE POLICY

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This Acceptable Use Policy (“AUP”) applies to all use of TODA by End Users, and is governed by our Terms of Service (“Terms”). Capitalized terms used but not defined in this AUP are defined in the Terms.

This AUP is grouped into prohibited (1) uses of the TODA software and (2) types of User Content and communication. If you are a Business User, you are responsible and liable for your End Users’ failure to comply with this AUP.

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Prohibited use of the software

You agree that you will not, directly or indirectly:

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Subversive and impairing use

• alter, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services
• knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts TODA’s networks, your account, rights, or any other user rights, or the Services
• remove, delete, alter, or obscure any intellectual property notices provided on or with the Services including any copy thereof

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Illegal use

• engage in activity that is illegal under applicable Law, fraudulent, false, or misleading

• use the Services in violation of any Company policy or in a manner that violates Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Law requiring the consent of subjects of audio and video recordings
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Competitive use

• create or build a product or service to compete with TODA, or copy any features, functions, or graphics of the Services

• promote or market of a service or product substantially similar to the Services
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Burdensome use

•upload or transmit any software, User Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services

• engage in any activity or use the Services or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or TODA security systems
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Distributive use

• make, use, or offer the Services for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services for any commercial or other purpose that is not expressly permitted by the Agreement

• make available the Services or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by the Agreement or otherwise expressly agreed to in writing by you and Company.
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Prohibited Content

You agree that you will not, directly or indirectly:

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Illegal content

use the Services to communicate any message or material that is unlawful, or would give rise to civil or criminal liability, under any applicable Law

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Hateful content

promote violence against, threaten, or harass other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease. We reserve the right to consider and add additional categories. You may not use your username, display name or profile information to abuse or threaten anyone.

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Accounts that do so may be permanently suspended.

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Violence and self-harm

threaten or call for violence, serious physical harm, death, or disease to an individual or group of people. We also prohibit the celebration of any violent act that may inspire others to replicate it or that targets people because of their membership in a protected group.

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Repeated violations will result in permanent suspension. You may not promote or encourage suicide or self-harm. When we receive reports that a person is threatening suicide or self-harm, we may take a number of steps to assist them, such as reaching out to that person and providing resources such as contact information for mental health professionals. We prohibit accounts that affiliate with organizations that use or promote violence against civilians to further their causes, either on or off the platform.

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Spam

spam anyone. Spam is generally defined as mass unsolicited or aggressive activity that attempts to manipulate or disrupt TODA or the experience of TODA users to drive traffic or attention to unrelated accounts, products, services, or initiatives.

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Accounts that do so may be permanently suspended.

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Violation of IP and personal rights

upload or distribute content on TODA that you do not have a right to transmit under any law, including trademark and copyright law, or under contractual or fiduciary relationships. You also may not use TODA to defame others, impersonate anyone, or use another’s name or image without their permission.

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Illegal or prohibited goods and services

use TODA to promote, trade, or discuss any of the following goods or services:

• Counterfeit or stolen goods and services;
• Illegal drugs and controlled substances;
• Human smuggling or trafficking;
• Products made from endangered or protected wildlife;
• Gambling, betting or wagering activities;
• Unauthorized multi-level marketing businesses;
• Content related to weapons—such as firearms, ammunition and explosives—except for use in a legal, outside, safe manner. You may not use TODA for content related to homemade weapons, including bombs, 3D printed guns, etc.
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TODA LIVE DISTRIBUTORS

Last Updated: September 12, 2023

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As of the Last Updated date above, the TODA Live App is available from the following distributors subject to the following distributor terms. Any distributor terms supplement our Terms of Service (our “Terms”), which govern all use of the App and define all capitalized terms used on this page. Please read our Terms to learn more about the App and the role played by distributors. The App’s features may vary by distributor. '

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