The following Terms of Service apply to your use of all websites owned, controlled, operated or hosted (whether now or in the future) by Auryn Inc. and/or its corporate affiliates, including but not limited to the Stories-Alive.com and Auryn.com websites (collectively the “Auryn Sites”) and Auryn apps (including StoriesAlive).

Terms of Service

Last Updated: December 5, 2013

Welcome to StoriesAlive By Auryn Inc. We are an online subscription service, providing our members with access to children’s interactive books over the Internet through certain Internet-connected TVs, computers and other mobile devices (“StoriesAlive ready devices“). This service is provided by Auryn Inc., a Delaware corporation (“Auryn”). We have put together here some detailed Terms of Service, some of which are different from the ones you might be familiar with. Your consent to these Terms of Service or your continued use of the Auryn Sites form a binding agreement between you and Auryn (“Agreement”). You should read and understand these terms as they govern your use of our service.

These Terms of Service are also a resource for you to get a deeper understanding of how our service works, the way we bill, how we interact with you and other useful details about our service. Information about the kinds of data we collect and how we use that data can be found in our Auryn Privacy Policy (click here). We encourage you to revisit these Terms of Service and the Privacy Policy when you have a question about our service or want to know how something works.

This Agreement sets forth certain terms and conditions of the legal contract between each end user (“User” or “you“) and Auryn with respect to the use of the Auryn Sites and Auryn Services, whether you are an unregistered visitor (“Visitor“), a free account holder (“Registered User“), or a paying subscriber (“Member“). By using any of the Auryn Sites (including StoriesAlive) or Auryn Services, you also agree to be bound by the Auryn Privacy Policy (click here) and the Legal Notices (click here). In addition, if you make any purchase (including subscription) on or through any of the Auryn Sites including www.Stories-Alive.com, you also agree to be bound by the Auryn Terms of Sale (click here). The Privacy Policy, Legal Notices and Terms of Sale are incorporated herein by reference.

These Terms of Service provide that all disputes between you and Auryn will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT by a judge or jury, and your claims cannot be brought as a class action. Please review the Arbitration Agreement below for the details regarding your agreement to arbitrate any disputes with Auryn, Inc.

These Terms of Service are subject to change by Auryn from time to time. In the event of such changes, we will post the changes on the Auryn Sites and/or notify you via email. Also, we may ask you to review and consent to the changes at the time of your next account login or at the time of your next purchase on or through any of the Auryn Sites. Changes to these Terms of Service shall apply to any use of the Auryn Sites made after such notice and consent. Please review these Terms of Service frequently so you will understand the terms applicable to your use of the Auryn Sites. If you do not agree to these Terms of Service, do not access or use the Auryn Sites.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. CERTAIN DEFINITIONS

As used herein, the following capitalized terms shall have the meanings set forth as follows:

Auryn Content” means any and all Content (excluding User Materials) made available on the Auryn Sites and/or through the Auryn Services, including Content owned or controlled by Auryn and/or its corporate affiliates, as well as Content licensed or otherwise provided to Auryn by Licensors/Suppliers (as defined below).

Auryn Sites” means any of the websites owned or operated by Auryn, including www.storiesalive.com and www.auryn.com.

Auryn Services” means any and all services, tools, software, applications (including StoriesAlive), Apps and functionalities as may be provided on the Auryn Sites from time to time.

Collaborative Content” means any customized Content that results from Users incorporating User Materials into Auryn Content as the functionality of the Auryn Sites and Auryn Services may allow and enable from time to time. An example of Collaborative Content would be a “My Story” template resulting from a User inserting his/her own photo, text and sound/voice into a “My Story” template.

Content” means and includes, without limitation, photos, images, artwork, graphics, videos, audios, animations, text, editorials, comments, writings, personal information, music, liner notes, lyrics, and other elements and materials, in any media or format now known or hereinafter devised, whether physical, electronic, digital, analog or otherwise.

Licensors/Suppliers” means any third party from which Auryn receives Content or services by license or otherwise.

Trademarks” means any and all marks, brands, logos, designs, character names, location names, slogans, catch words and phrases, business names, trade names, trade dress, packaging designs, label designs, webpage layouts, look and feel, and other indicia of source, origin or identification, owned or controlled by Auryn, its corporate affiliates, and/or Licensors/Suppliers. Any and all Trademarks owned or controlled by Auryn and/or its corporate affiliates, including, without limitation, the Auryn and StoriesAlive names and logos and characters, and the layout and design of the Auryn Sites, are referred to hereinafter as “Auryn Trademarks”; and any and all Trademarks owned or controlled by Licensors/Suppliers, including, without limitation, those listed in the Legal Notices (click here), are referred to hereinafter as “Licensors/Suppliers Trademarks.”

User Materials” means Content which Users upload, submit, distribute or otherwise make available via the Auryn Sites and/or through the Auryn Services, but excluding any and all Auryn Content.

2. TERM/FEES

This Agreement shall remain in full force and effect for as long as User uses any of the Auryn Sites or Auryn Services, whether as a Visitor, Registered User or Member may terminate his/her free account or membership at any time. Auryn may terminate your free account or membership at any time, for any reason, effective immediately upon sending notice to you at the email address you provide during the account set-up process, or such other email address as you may subsequently provide to Auryn. If Auryn terminates User’s free account or membership in the Auryn Services due to a breach of this Agreement, User shall not be entitled to the refund of any unused portion of membership fees (if any). Even after the membership is terminated, this Agreement will remain in full force and effect, provided, however, that User Materials submitted by User may no longer be accessible on the Auryn Sites and Auryn Services once User’s account has been cancelled.

By using the Auryn Services and/or by becoming a Registered User and/or Member, User acknowledges that Auryn reserves the right to charge for the Auryn Services and has the right to terminate a Registered User’s membership should User breach this Agreement, including failure to pay for any Auryn Service, as required by this Agreement. Auryn’s subscription fees at registration (if any) may change from time to time.

3. ELIGIBILITY

Use of the Auryn Sites or Auryn Services is void where prohibited by law. By signing up to become a Registered User or Member on any of the Auryn Sites or Auryn Services, you represent and warrant that: (i) all registration information submitted directly by you or via third-party sign-on service (e.g., Facebook Connect) is truthful and accurate and you agree to maintain the accuracy of such information; (ii) you are at least 18 years of age; and (iii) your use of the Auryn Sites and Auryn Services does not violate any applicable law or regulation. Your account information and data may be deleted without warning if it is discovered that you have misrepresented your age or any other account and/or membership data.

4. USER CONDUCT

All of the Auryn Sites, Auryn Content, and Auryn Services including My Story are solely for your personal use, and corporate or commercial use is expressly prohibited unless specifically agreed upon in writing by Auryn Inc. You may not authorize others to use your account with Auryn, including profile or email address. You are solely responsible for all User Materials posted or distributed by you or through your account with Auryn, including any email messages, and for all your interactions with other Users.

User agrees to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, User agrees not to: (a) violate any applicable law or regulation, (b) submit any materials that conflict with any of User’s representations and warranties set forth in Section 8 of this Agreement, (c) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights, (d) use any content or information available on the Auryn Sites or through the Auryn Services for any unauthorized purpose, (e) interfere with or damage any of the Auryn Sites or Auryn Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, (f) use any of the Auryn Sites or Auryn Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information or account numbers, or any defamatory materials of any kind, except where User has obtained express permission from such other person or entity in connection with any of the foregoing, (g) use any of the Auryn Sites or Auryn Services in connection with the distribution of unsolicited commercial e-mail (“Spam“) or advertisements, (h) “stalk” or harass any other user of the Auryn Sites or Auryn Services, (i) collect or store any information about any other user other than in the course of the permitted use of the Auryn Sites and Auryn Services, (j) use any of the Auryn Sites or Auryn Services for any commercial purpose whatsoever (including, without limitation, to research, advertise, market, promote, sell or otherwise exploit any product or service), (k) sell or otherwise transfer any User information (e.g., user profiles) or other user’s User Materials); or (l) assist any third party in doing any of the foregoing. Auryn may terminate the accounts and/or memberships of Users who violate the foregoing, and may prohibit them from creating new accounts with Auryn. For any Users who Auryn determines, in its sole discretion, are repeat infringers of third-party intellectual property rights, Auryn will terminate their accounts and/or memberships, as the case may be, and prohibit them from creating new accounts with Auryn. User is solely responsible for User’s interactions with other users of the Auryn Services. Auryn will not be responsible for any damage or harm resulting from User’s interactions with other users of the Auryn Services. Auryn reserves the right, but shall have no obligation, to monitor interactions between User and other users of the Auryn Services and take any action in good faith to restrict access to or the availability of any material that Auryn or another user of the Auryn Services may consider to be obscene, lewd, defamatory, lascivious, filthy, excessively violent, harassing or otherwise objectionable.

User’s Auryn account may NOT include any photographs that contain nudity, violence, or offensive subject matter, as determined in Auryn’s sole discretion. Information provided by other Auryn Users may contain inaccurate, inappropriate and/or offensive material, and Auryn assumes no responsibility or liability for this material.

5. PRIVACY

Some of the Auryn Sites and Auryn Services, such as Stories-Alive.com, are designed for parents or legal guardians and their children. Children should only access and use such sites and services with the participation and supervision of their parents or legal guardians. Only adults are allowed to create accounts and profiles and post personal content on such sites and services, and Auryn does not knowingly collect personal information directly from or about children on such sites and services. Auryn reserves the right to remove any personal information from or about children from the Auryn Sites.

Please click here to view the Auryn Privacy Policy for details concerning our data practices.

6. OWNERSHIP AND LICENSES

User acknowledges and agrees that, as between Auryn and User, Auryn and/or its Licensors/Suppliers (as the case may be) are, and shall at all times remain, the sole and exclusive owner(s) of all right, title and interest (including, without limitation, copyright), in and to the Auryn Sites, Auryn Services, all Trademarks, and all Auryn Content.

Subject to the foregoing, Auryn hereby grants you the non-exclusive right to use the Auryn Sites, Auryn Services, Trademarks, and Auryn Content, as set forth herein, solely for personal, non-commercial use. This license shall not in any way transfer or convey any ownership rights or other proprietary interests therein to User.

User shall at all times retain all right, title and interest in and to the User Materials provided by User hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Auryn under this Agreement. User is free to grant similar rights to others during and after the Term of this Agreement. User agrees not to provide Auryn with any User Materials that infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights.

User acknowledge and agrees that User Materials are not considered confidential and may be viewed by Auryn or any third party.

You hereby grant Auryn a nonexclusive, fully paid, royalty free, perpetual, nonterminable, assignable and sublicensable license throughout the universe to use, reproduce, distribute, display, perform and otherwise exploit all User Materials and Collaborative Content in any form known or unknown and for any purpose whatsoever, commercial, non-commercial or otherwise. For the avoidance of doubt, when User submits User Materials on any of the Auryn Sites or through any of the Auryn Services, User acknowledges that third parties may use the User Materials as described herein.

7. PROPRIETARY RIGHTS

User acknowledges and agrees that all Auryn Sites, Auryn Services, Trademarks and Auryn Content are the property of Auryn and/or Licensors/Suppliers (as the case may be) and are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Auryn and/or Licensors/Suppliers (as applicable), User may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from, any Trademark or Auryn Content, or otherwise use any Trademark or Auryn Content in any way. User also agree not to retrieve data or other content or any materials from the Auryn Sites to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of robots or otherwise. User further agrees not to use any Trademark or Auryn Content as metatags on other web sites. Moreover, User agrees not to display any of the Auryn Sites in a frame (or any of our content via in-line links) without Auryn’s express written permission.

8. USERNAME AND PASSWORD

Eligible Users who create an Auryn/StoriesAlive account will select a username and password when completing the registration process or create an account using third-party single sign-on services (e.g. Facebook Connect). User is solely and fully responsible for maintaining the confidentiality of his/her username and password, or third-party credentials, for accessing the Auryn Sites and Auryn Services and will be solely and fully responsible for all activities that occur under that account. User agrees to: (a) immediately notify Auryn of any unauthorized use of User’s username and password or any other breach of security and (b) log off from the account at the end of each session. Auryn will not be responsible for any loss or damage arising from User’s failure to comply with this Section 9.

9. USER DISPUTES

You are solely responsible for your interactions with other Users. Auryn reserves the right, but has no obligation, to monitor disputes between you and other Users.

10. DOWNLOADABLE ITEMS; COLLABORATIVE CONTENT

To the extent that Auryn makes any applications, software or functionalities available for download or use from or through any of the Auryn Sites or Auryn Services (the “Downloadable Items”), such Downloadable Items are the copyrighted work (as between you and Auryn) of Auryn and/or its Licensors/Suppliers. Your use of the Downloadable Items may be governed by additional terms and conditions, which may be included with the Downloadable Items. Please carefully read any such additional terms and conditions to determine the full extent of conditions governing the use of such Downloadable Items.

If you install a Downloadable Item that is a software application, you consent to the download of such software to your computer or device and accept this Agreement and any additional terms and conditions related to such software application. With respect to any User Materials that you download from or through any of the Auryn Sites or Auryn Services, you are responsible for all licensing, reporting and payment obligations of any kind to third parties in connection with such downloaded User Materials (including, without limitation, any such obligations that may arise from use by Auryn or its Licensors/Suppliers of such User Materials as authorized in this Agreement). You also agree that any Downloadable Items you obtain from any of the Auryn Sites or Auryn Services (whether for free or for a fee) are only provided to you for your personal, non-commercial use and are not meant for you to further distribute.

Your use of any Collaborative Content is subject to the following additional terms and conditions:

. The permission for you to use Auryn Content to generate Collaborative Content or otherwise in association with User Materials is expressly limited to Auryn Content specifically made available by Auryn for that purpose, and may be revoked by Auryn at any time without notice or liability to you;

. Your use of Collaborative Content is subject to this Agreement and any additional terms and conditions as Auryn may from time to time prescribe;

. You may NOT make any commercial use of any Collaborative Content or of any Auryn Content embodied in any Collaborative Content, in whole or in part, or sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit same, in whole or in part, EXCEPT that you may use the Auryn Sites and Auryn Services to generate and engage in Viral Distribution (as defined below) of Collaborative Content, but in each case only to the extent expressly permitted by this Agreement or otherwise by Auryn; as used herein, “Viral Distribution” means, for non-commercial purposes only: (a) sending Collaborative Content to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Collaborative Content for personal use; and (c) posting and displaying links to Collaborative Content on a personal web site or on a third party web site that permits posting of such links at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Collaborative Content or associate products, services or advertising with the Collaborative Content;

. You must always include and keep intact, and not remove or alter, any and all of Auryn’s and its Licensors/Suppliers’ Trademarks, copyrights and other proprietary rights notices, legends, watermarks, and other markings contained or embedded in or otherwise accompanying Collaborative Content (or any Auryn Content or portion thereof), and you agree to comply with all usage and viral distribution guidelines that may be prescribed by Auryn from time to time; and

. YOU AGREE NOT TO ENGAGE IN SPAMMING OR OTHER UNLAWFUL OR CONTROVERSIAL BEHAVIOR IN CONNECTION THEREWITH.

11. INDEMNITY

User agrees to defend, indemnify, reimburse and hold harmless Auryn and its parent, subsidiary and affiliated entities, its Licensors/Suppliers, and its and their respective members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees and assigns from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney’s fees, costs and expenses and court costs) arising out of or related to:

. User’s use of the Auryn Sites and Auryn Services;

. Auryn’s use of the User Materials;

. any breach or alleged breach of User’s representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions hereof; and

. User’s violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of User Materials or Collaborative Content as contemplated hereunder.

12. AURYN’S PERFORMANCE

User acknowledges and agrees that the operation of the Auryn Sites and services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors. Auryn shall not be responsible to User or others for any such interruptions, errors or problems or an outright discontinuance of the Auryn Service.

13. NO WARRANTY

ALL OF THE AURYN SITES, AURYN SERVICES, AND AURYN CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AURYN AND ITS LICENSORS/SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

. UNINTERRUPTED OR CONTINUOUS AVAILABILITY OF THE AURYN SITE(S) AND AURYN SERVICES, AND

. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE AURYN SITES AND AURYN SERVICES. IN ADDITION, ALTHOUGH AURYN INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE AURYN SITES, AND WHETHER OR NOT AURYN IMPLEMENTS THE AFOREMENTIONED REASONABLE PROTECTIONS, AURYN DOES NOT WARRANT THAT THE AURYN SITES OR AURYN SERVICES, OR ANY PART THEREOF, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE AURYN SITES OR AURYN SERVICES IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING ANY OF THE AURYN SITES OR AURYN SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE SUCH AURYN SITES OR AURYN SERVICES.

14. NO LIABILITY FOR THIRD PARTY USE

AURYN DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY USE OF THE USER MATERIALS MADE AVAILABLE ON THE AURYN SERVICES BY YOU PURSUANT TO THE TERMS OF THIS AGREEMENT. YOU SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF YOUR USER MATERIALS BY A THIRD-PARTY, AND NOT FROM AURYN OR ANY OF ITS LICENSORS/SUPPLIERS.

15. EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL AURYN, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS/SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT AURYN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE AURYN SITES AND/OR THE AURYN SERVICES. IN NO EVENT SHALL AURYN’S TOTAL LIABILITY TO USER UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $200. USER EXPRESSLY WAIVES ANY AND ALL RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR THE USER MATERIALS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY USE OF THE USER MATERIALS BY AURYN). THE PARTIES ACKNOWLEDGE AND AGREE THAT AURYN HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN USER AND AURYN, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

16. GOVERNING LAW, JURISDICTION

You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern your use and purchase of products and services and this Agreement, and any dispute of any sort that might arise between you and Auryn or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the Los Angeles County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenience with respect to, venue and jurisdiction in the state and federal courts located in the Los Angeles County, California.

17. Arbitration Agreement

YOU AND AURYN AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR THE PRIOVISION OR SALE OF ANY PRODUCT OR SERVICE BY AURYN SHALL BE FINAL AND BINDING ARBITRATION, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, such other party may seek injunctive or other appropriate relief.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA“) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules“) (collectively the “AAA Rules“). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, Auryn will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF SALE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE OR ANY AURYN PRODUCTS OR SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

In no event shall any claim, action or proceeding by you related in any way to any products or services purchased by you on or through any of the Auryn Sites be instituted more than three (3) years after the cause of action arose.

18. ASSIGNMENT

Auryn shall have the right to assign this Agreement in whole or in part to any person or business entity. User may not assign User’s rights or delegate User’s obligations under this Agreement without the prior written consent of Auryn.

19. NOTICES

All copyright infringement notifications to Auryn in regards to any Content (including User Materials) on the Auryn Sites must be made in accordance with the section entitled “NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT” contained in Auryn’s Legal Notices (click here).

All other notices, requests and other communications (“Communications”) under this Agreement must be in writing and sent to Auryn Inc. 6033 W Century Blvd. Los Angeles, CA 90045 ATTN: Legal Department. Communications shall be deemed received:

for Communications sent by registered or certified mail, postage prepaid, return receipt requested or by Federal Express or other reputable overnight courier service, on the date of receipt as indicated on the return receipt;

for Communications sent by personal delivery, on the date of personal delivery; and

for Communications sent by facsimile, upon transmission subject to telephone confirmation of receipt.

No other form of notice shall be accepted under this Agreement.

20. MISCELLANEOUS

This Agreement, together with the Auryn Terms of Sale, the Auryn Privacy Policy and the Legal Notices, sets forth the entire understanding and agreement of User and Auryn as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Auryn’s failure to act with respect to a breach by you or others does not waive Auryn’s right to act with respect to antecedent, subsequent or similar breaches.

21. QUESTIONS

For customer support, please send us a message via the Contact page.