true[X], Inc. ("true[X]" or "we") provides a proprietary self-serve advertising platform through which true[X] advertisers may create advertisements that may then be served on the websites or applications of true[X] publishers (the "Platform"), which Platform is accessible through true[X]'s website, located at https://qa-api.truex.com/ (the "Site"). Please carefully read the following terms and conditions ("Terms") and our Privacy Policy, which may be found at https://qa-api.truex.com/privacy and which is incorporated by reference into these Terms. These Terms govern your access to and use of the Site, the Platform, any services provided thereunder, and the Collective Content (defined below), as an Advertiser (defined below), and constitute a binding legal agreement between you and true[X].

Certain areas of the Site (and your access to or use of certain areas or portions of the Site, Platform, related services, or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Platform, related services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Platform, related service, or Collective Content, as applicable.

1. Some Definitions

(a) "Advertisement" means an interactive advertisement created by Advertiser (defined below) that may be served on Publisher (defined below) websites and/or applications.

(b) "Advertiser Content" means Content that an Advertiser posts, uploads, publishes, submits, or transmits, to be made available through the Site or Platform and/or to create an Advertisement; Advertiser Content includes Campaign Specifications and Advertisements.

(c) "Advertiser" means a registered true[X] user that creates an Advertisement intended to be served on the websites and/or applications of Publishers.

(d) "Ad Campaigns" means a series of Advertisements from a particular Advertiser served on Publisher websites and/or applications via the Platform and true[X] related services, as informed by Campaign Specifications (defined below) provided by the Advertiser.

(e) "Campaign Specifications" means any information or criteria provided by an Advertiser in connection with an Ad Campaign including, but not limited to, Advertisement-targeting information, Ad Campaign flight dates, and Ad Campaign budgets.

(f) "Collective Content" means, collectively, the Advertiser Content and true[X] Content (defined below).

(g) "Content" means text, graphics, images, music, software (excluding the Platform), audio, video, information and other materials.

(h) "Publisher" means a company or website that has signed up with true[X] or with which true[X] has a relationship and which has agreed to publish or receive advertisements created by true[X] Advertisers or have such Advertisements served on its website(s) and/or application(s).

(i) "true[X] Content" means Content that true[X] makes available through the Site or Platform, including any Content licensed from a third party, but excluding Advertiser Content.

2. Acknowledgement and Acceptance of Terms

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "I AGREE" OR "I ACCEPT" BUTTON, OR ACCESSING OR USING THE SITE, PLATFORM, OR RELATED SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES OR PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY, THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SITE OR VIA THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

3. Modification of Terms

true[X] reserves the right, at its sole discretion, to modify, discontinue or terminate the Site, Platform, or any related services or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modification on the Site or via the Platform or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, Platform, or related services after we have posted a modification on the Site or via the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Platform, and any related services.

4. Termination of Advertisements and Ad Campaigns

true[X] reserves the right, at its discretion, to reject, remove, terminate, or discontinue any Advertisement, any Ad Campaign, the Platform, or any support or functionality thereof, without notice and without any liability to you. In the event that Advertisements or Ad Campaigns are removed, terminated or discontinued by true[X], you agree that you are responsible for paying true[X] the Campaign Fees for the Advertisements or Ad Campaigns which have been served on, or delivered to, Publishers websites prior to the removal, termination or discontinuance and true[X] will charge you for such Campaign Fees in accordance with these Terms.

You may terminate an Ad Campaign, effective within 24 hours of true[X]'s receipt of your termination notice, which shall be provided in accordance with these Terms. You will be charged for any Campaign Fees (defined below) associated with Advertisements from the terminated Ad Campaign that are served on Publisher websites and/or applications within such 24-hour period.

5. true[X]'s Platform Description.

true[X] develops and maintains a network of Advertisers and Publishers. true[X] also maintains and makes available its Platform, which allows Advertisers to create Advertisements that may then be served in Ad Campaigns on Publisher's websites and/or applications. true[X]'s Platform includes tools that allow you, as an Advertiser, to create Advertisements by uploading your Advertiser Content using true[X] templates presented to you via the Platform.

6. Registration and Password.

To have access to and use the Platform, you must register with true[X] and create a unique, password-protected account. To create an account with true[X], you must be at least 18 years old. Registration by anyone under 18 is void. By completing the registration process and creating an account, you represent and warrant that you are 18 or older. You will be responsible for selecting a password of sufficient complexity and for safeguarding your password. You will not disclose your password to any third party and take sole responsibility for any actions taken under use of your password, whether or not authorized by you. You will immediately notify true[X] of any unauthorized use of your true[X] account. Without limiting any other Terms of this Agreement, true[X] will not be liable for any loss or damage arising from your failure to comply with the requirements of this Section 6. Your registration information and certain other information about you will be used by true[X] in accordance with our Privacy Policy located at https://qa-api.truex.com/privacy. You represent and warrant that all information submitted by you in connection with your true[X] account will be accurate, current and complete (including, but not limited to, any Campaign Specifications and any Credit Card Information, as defined in Section 11 below) and you will maintain the accuracy of such information. true[X] reserves the right to suspend or terminate your true[X] account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You authorize true[X], directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your true[X] account information. See true[X]'s Privacy Policy for information and notices concerning true[X]'s collection and use of your personal information.

7. Advertisements and Ad Campaigns.

(i) After you register and create an account with true[X], you may begin creating Advertisements for your Ad Campaigns. To create Advertisements, true[X] will provide you with a series of Advertisement templates from which to choose. You may provide Advertiser Content to be included in an Advertisement by using the Platform to upload your Advertiser Content. true[X]'s Platform allows you to create Ad Campaigns and to select associated Campaign Specifications, which may include targeting information, the per-Advertisement price you are willing to pay, and the target maximum amount you wish to spend in connection with a particular Ad Campaign. All Advertiser Content and Ad Campaigns must comply with true[X]'s Advertising Guidelines, which may be found at https://qa-api.truex.com/adguidelines. If you decide to set a target maximum amount you wish to spend for an Ad Campaign, true[X] will use commercially reasonable efforts to end such Ad Campaign when the target maximum amount has been reached however true[X] cannot and does not guarantee that Advertisements won't be served as part of an Ad Campaign after such target maximum amount has been reached; consequently, any Campaign Fees that exceed but are within 10% of the target maximum amount will be charged to you and you agree to take responsibility for and pay such Campaign Fees.

(ii) In connection with your use of the Site and Platform and to enable true[X] to serve your Advertisements on Publisher websites and/or applications, you grant true[X] an unlimited, non-exclusive, fully-transferable, worldwide, royalty-free, fully-paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit, and display your Advertiser Content in any size, format, or layout. true[X] disclaims all liability relating to your Advertiser Content and Ad Campaigns. As between true[X] and you, you are solely responsible for your Advertiser Content, Ad Campaigns, any services or products offered through your Advertisements and any websites that are linked to from your Advertisements.

8. Audience Targeting.

true[X]'s Platform allows you to select certain pre-determined targeting options to inform true[X] of your preferences regarding the type of visitors to Publisher websites and/or applications to whom you wish Advertisements within a given Ad Campaign be served. true[X] does not warrant or guarantee the accuracy of true[X]'s targeting methods, that your Advertisements will be served on Publisher websites and/or applications, or that your Ad Campaigns will be executed in accordance with your Campaign Specifications.

9. Payment.

The amount that you owe to true[X] for Ad Campaigns and associated Advertisements served on Publisher websites and/or applications will be determined by the number of Advertisements that have been served to visitors to Publisher websites and/or applications in the course of the Ad Campaign, as determined by true[X] in its discretion. An Advertisement will be deemed to have been served to a visitor when the visitor has clicked on the Advertisement to display the Advertisement. true[X]'s determination of how, when, and how many such Advertisements have been served is final. true[X] will use commercially reasonable efforts to execute your Ad Campaign in accordance with the Campaign Specifications; however, Socilavibe's Refund Policy is as follows, Campaign Fees will be charged to you for any Advertisement served in connection with an Ad Campaign, regardless of whether the associated Advertisement has been served in accordance with the Campaign Specifications and such Campaign Fees will not be discounted or refunded in any way. Payment for Campaign Fees accumulated under an Ad Campaign become due at the end of each day in which the Advertisements were served on the Publisher website and/or application. true[X] will either (i) charge your credit card for all accumulated Campaign Fees at the end of each day or (ii) send you an invoice instead of charging your credit card. If you receive an invoice from true[X], you will remit full payment within 10 days of the date of such true[X] invoice. Campaign Fees exclude all applicable taxes and are based on true[X]'s measurements of served Advertisements, as noted above. true[X] does not reconcile displayed Advertisement data with third-party servers or service providers. If true[X] becomes aware of fraudulent actions relating to an Ad Campaign, it may, but is not obligated to reverse certain amounts that have been charged to you. true[X] will make reports detailing the served Advertisements available to you, which may be accessed via the Site.

10. Credit Card Information.

true[X] will collect all information from you that true[X] reasonably deems necessary to permit true[X] to charge an active credit card maintained by you ("Credit Card Information"), which will be used by true[X] in accordance with our Privacy Policy located at https://qa-api.truex.com/privacy. true[X] will provide you with a method for changing your Credit Card Information. You are responsible for ensuring the continued accuracy of the Credit Card Information. You are also responsible for ensuring that you have at least one active credit card account on file with true[X] at all times. true[X] may share your Credit Card Information with third-party providers of payment processing and/or credit check services. You hereby authorize true[X] to charge the credit card you provide to true[X] for Campaign Fees owed by you to true[X].

11. Prohibitions and Your Representations, Warrants, and Responsibilities.

You represent and warrant that: (i) you are the owner or are licensed to use the Advertiser Content and subject matter contained in your Advertisements and Ad Campaigns; (ii) your Advertiser Content is and will be free of any "worm," "virus," or other device that could impair or injure any person or entity; (iii) you are generally familiar with the laws and regulations governing the Internet and you will comply with all applicable laws and regulations including those that may apply to the display of the Advertisements and Ad Campaigns on Publisher websites and/or applications and your Advertiser Content and Ad Campaigns will not violate any law or regulation, including, but not limited to, laws governing privacy, false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; (iv) your Advertiser Content does not and will not (a) contain any misrepresentations or Content that is defamatory, (b) violate any rights of privacy or publicity, (c) contain Content that is violent, obscene, offensive, including Content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive, or (d) promote or support gambling, sweepstakes, or contests; (v) your Advertiser Content does not and will not infringe any intellectual property or proprietary right of any third party; (vii) your Advertiser Content, and Ad Campaigns will comply with true[X]'s Advertising Guidelines; and (viii) you will not nor will you authorize third parties to (a) generate fraudulent, automated, or otherwise-invalid information, data, or actions related to your Advertisements and Ad Campaigns; (b) use robots, other automated-query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by true[X]; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your Advertisements and Ad Campaigns are displayed or served.

12. Compliance with Terms.

true[X] has the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law and true[X] may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that true[X] has no obligation to monitor your access to or use of the Site, Platform and related services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site and use of the Platform, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. true[X] reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that true[X], at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site, the Platform, related services of true[X].

13. Copyright Policy.

true[X] respects copyright law and expects its users to do the same. It is true[X]'s policy to terminate in appropriate circumstances users of the Site, Platform and related services or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. true[X] adheres to a strict removal process for users who repeatedly infringe. The policy is as follows (i) true[X] may send notice of warning after the second repeat infringement to the user (ii) true[X] will terminate the users account when a third infringement is made.

14. Interaction with Advertisement Recipients.

You acknowledge and agree that you are solely responsible for your interactions (including any disputes) with any recipient of an Advertisement served or delivered through the Platform and that true[X] does not and shall not screen such recipients in any manner. true[X] may, but is under no obligation to, monitor or censor any comments or content provided by such recipients and disclaims any and all liability relating thereto.

15. Internet Access.

You acknowledge and agree that your use of the Platform is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Platform, including, but not limited to, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. true[X] will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

16. Feedback.

You may provide true[X] with feedback, comments, and suggestions for improvements to the Platform (whether written, verbal or in any other format or manner) ("Feedback"). If you provide us with Feedback we will be free to use and exploit such Feedback in any manner without restriction of any kind and without any need to compensate you. You acknowledge and agree that all Feedback will be the sole and exclusive property of true[X] and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to true[X] together with all intellectual property rights therein. At true[X]'s request and expense, you will execute documents and take such further acts as true[X] may reasonably request to assist true[X] to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.

17. Confidential Information.

During the term of this Agreement, you may receive Confidential Information (defined below) from true[X]. You will use reasonable efforts to maintain the confidentiality of all such Confidential Information and in no event will you use less effort than you ordinarily use with respect to your own confidential information. true[X]'s Confidential Information includes: (i) any true[X] business or technical information; (ii) the software, technology, guidelines, and documentation relating to the Platform; (iii) campaign metrics (e.g. click-through rates, conversion rates, and targeting criteria), amounts paid or payable, and other statistics relating to the Platform; (v) true[X]'s methods for selecting and directing Advertisements to Publisher websites and/or applications; and (vi) any other information which a reasonable person would deem confidential given the circumstances of its disclosure ("Confidential Information"). Confidential Information excludes information that: (w) is or becomes generally known to the public through no fault of yours; (x) is rightfully known by you at the time of disclosure without a confidentiality obligation; (y) is independently developed by the you without use of the disclosing party's Confidential Information; or (z) the you rightfully obtains from a third party without disclosure restrictions.

18. Term and Termination.

true[X] may immediately terminate this Agreement for any reason at any time by providing you notice via email or through the Site or Platform. You may terminate this Agreement at any time by disabling your account. Upon termination of this Agreement, true[X] will charge you, as described in Section 9, for any unpaid Campaign Fees due and owing true[X] at the time of termination. Upon termination of this Agreement, any then-pending or scheduled Ad Campaign will also be terminated, effective within 48 hours of the termination of this Agreement. You will be charged for any Campaign Fees associated with Advertisements from the terminated Ad Campaign that are served on Publisher websites and/or applications within such 48 hours period Upon the termination or expiration of this Agreement, any terms that should by their nature survive will survive, including, but not limited to, Sections 1 (Some Definitions), 7(ii) (Advertisements), 9 (Payment), 11 (Prohibition and Your Representations, Warrants, and Responsibilities), 12 (Compliance with Terms, 13 (Copyright Policy), 14 (Interaction with Advertisement Recipients), 16 (Feedback), 17 (Confidential Information), 18 (Term and Termination), 19 (Proprietary Rights), 20 (Indemnification), 21 (No Guarantee; Warranty Disclaimer), 22 (Limitation of Liability), 23 (Dispute Resolution), and 24 (General), 26 (Proprietary Rights Notices), 27 (Controlling Law and Jurisdiction), 28 (Entire Agreement), and 30 (Notices).

19. Proprietary Rights.

The Platform, Site, true[X] Content, templates, and elements contained therein (the "true[X] IP") are protected by copyright, trademark, and other laws of the United States and foreign countries. As between true[X] and you, all right, title, and interest, including but not limited to intellectual property rights, in and to the true[X] IP, are and will remain the exclusive property of true[X].

20. Indemnification.

You will indemnify, defend and hold true[X], its agents, affiliates, and licensors harmless from any third-party claim or liability (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Site, Platform and related services, or (ii) your Advertiser Content or Ad Campaigns, including, without limitation, claims that an Advertisement infringes any privacy, publicity, intellectual property, or proprietary rights of any third party.

21. No Guarantee; Warranty Disclaimer.

true[X] makes no guarantee that your use of the Platform will secure any success or generate any leads from your Advertisements, or that your Advertisements will be served on Publisher websites and/or applications. THE SITE, PLATFORM, RELATED SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TRUE[X] EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TRUE[X] MAKES NO WARRANTY THAT THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRUE[X] OR THROUGH THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

22. Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, PLATFORM, RELATED SERVICES, AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER TRUE[X] NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, PLATFORM, RELATED SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, PLATFORM, OR RELATED SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRUE[X] HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL TRUE[X]'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, PLATFORM, RELATED SERVICES OR COLLECTIVE CONTENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR USE OF THE SITE, PLATFORM, RELATED SERVICES, OR COLLECTIVE CONTENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100), IF NO SUCH AMOUNTS ARE PAID OR PAYABLE BY YOU DURING THAT 12 MONTH PERIOD. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRUE[X] AND YOU.

23. Dispute Resolution.

You and true[X] agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site, Platform, or related services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TRUE[X] ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and true[X] otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California 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 seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and true[X] otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and true[X] submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. true[X] will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, true[X] will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the provisions of the "Modification" section above, if true[X] changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to privacy@truex.com) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of true[X]'s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and true[X] in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

24. General.

The failure of true[X] to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of true[X]. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

25. Contacting true[X].

If you have any questions about these Terms or want to notify or contact true[X], please contact true[X] at privacy@truex.com or 11388 W. Olympic Blvd, Los Angeles, CA 90064

26. Proprietary Rights Notices.

All trademarks, service marks, logos, trade names and any other proprietary designations of true[X] used herein are trademarks or registered trademarks of true[X]. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

27. Controlling Law and Jurisdiction.

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

28. Entire Agreement.

These Terms constitute the entire and exclusive understanding and agreement between true[X] and you regarding the Site, Platform, related services, and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between true[X] and you regarding the Site, Platform, related services, and Collective Content.

29. Assignment.

You may not assign or transfer these Terms, by operation of law or otherwise, without true[X]'s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. true[X] may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

30. true[X] Notices.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: by true[X] (i) via email (in each case to the address that you provide); (ii) by posting to the Site; or (iii) via the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.