Preflect Website Terms and Conditions

Last Updated: July 24, 2023

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. These terms and conditions (“Terms”), along with Preflect's Privacy Policy, govern your use of www.preflect.com. For the purposes of these Terms, “Websites” refers to www.preflect.com. If you do not agree to these Terms, you must not access or use our Websites. THESE TERMS DO NOT APPLY TO YOUR ACCESS AND USE OF THE PREFLECT PRODUCTS AND SERVICES THAT ARE PROVIDED UNDER THE PREFLECT SAAS SERVICES AGREEMENT, OR OTHER WRITTEN AGREEMENT SIGNED BETWEEN YOU AND PREFLECT (IF APPLICABLE). ELIGIBILITY By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you reside and are currently present in the United States of America; (iii) that you have not previously been suspended or removed from the Websites; and (iv) that your use of the Websites is in compliance with any and all applicable laws and regulations. LICENSE GRANT TO PREFLECT By submitting, posting, or publishing your content, suggestions, enhancement requests, recommendations, feedback, information, data, or comments (“Content”) to any Website, you are granting Preflect a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, incorporate, exploit, display, perform, reproduce, distribute, and prepare derivative works of your Content. You will retain ownership of your Content, however, any use of your Content by Preflect may be without any compensation paid to you. By submitting, posting, and publishing your Content, you represent and warrant that your Content, does not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party. TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE WEBSITES We may at our sole discretion suspend or terminate your access to the Websites at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Websites at any time (including, without limitation, by limiting or discontinuing certain features of the Websites) without notice to you. We will have no liability whatsoever on account of any change to the Websites or any suspension or termination of your access to or use of the Websites. THIRD-PARTY WEBSITES The Websites may contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content. OWNERSHIP; PROPRIETARY RIGHTS The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites (the “Materials”) provided by Preflect are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Websites are the property of Preflect or our third-party licensors. Except as expressly authorized by Preflect you may not make use of the Materials. Preflect reserves all rights to the Materials not granted expressly in these Terms. PROHIBITED USES As a condition of your use of the Websites, you will not use the Websites for any purpose that is unlawful or prohibited by these Terms. You may not use the Websites in any manner that could damage, disable, overburden, disrupt or impair any Preflect servers or APIs, or any networks connected to any Preflect server or APIs, or that could interfere with any other party's use and enjoyment of any Websites. You may not transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of Websites. You may not exceed or circumvent, or try to exceed or circumvent, limitations on the Websites, including on any API calls, or otherwise use the Websites in a manner that violates any Preflect documentation. You may not attempt to gain unauthorized access to any Websites, other accounts, computer systems, or networks connected to any Preflect server or to any of the Websites through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Websites. You may not use the Websites in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). INDEMNITY You agree that you will be responsible for your use of the Websites, and you agree to defend, indemnify, and hold harmless Preflect and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Preflect Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Websites; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. DISCLAIMERS; NO WARRANTIES THE WEBSITES ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE PREFLECT ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET THE CONTENT OR DATA APPEARING ON THE WEBSITES. AS SUCH, YOUR USE OF THE WEBSITES IS AT YOUR OWN DISCRETION AND RISK. THE PREFLECT ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITES AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIMITATION OF LIABILITY IN NO EVENT WILL THE PREFLECT ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITES OR ANY MATERIALS OR CONTENT ON THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE PREFLECT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. GOVERNING LAW These Terms will be governed by the laws of the State of Nevada without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Preflect agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Clark County, Nevada for the purpose of litigating all such disputes. CHANGES TO THESE TERMS Preflect reserves the right to make modifications to these Terms at any time. Revised versions of these Terms will be posted to this Website. Unless otherwise specified, any modifications to the Terms will take effect the day they are posted to this Website. If you do not agree with the revised Terms, your sole and exclusive remedy will be to discontinue your use of the Websites. GENERAL These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Preflect regarding your use of and access to the Websites. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of particular provisions. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration. CONTACT INFORMATION The Websites are operated by Pricestack Inc., DBA Preflect, located at 9101 W. Sahara Ave Suite 105-1502, Las Vegas, NV 89117. You may contact us by sending correspondence to the foregoing address or by emailing us at support@preflectads.com.