Terms of Use
1. Acceptance of the Terms of Us
These terms of use are entered into by and between you and Saphran, Inc. (“Saphran” “we,” or“us”). The following terms of use (“Terms of Use”) govern your access to and useof Saphran.com including any content, functionality, and services offered on or
through Saphran.com (the “Site”), whether as a guest or a registered user.
Please read these Terms of Use carefully before you start to use the Site. By using the Site or byclicking to accept or agree to the Terms of Use when this option is made available to you,you accept and agree to be bound and abide by these Terms of Use. If you do not want toagree to these Terms of Use, you must not access or use the Site.
This Site is offered and available to users who are 13 years of age or older. By using this Site,you represent and warrant that you are of legal age to form a binding contract with Saphran. If
you do not meet all of these requirements, you must not access or use the Site.
2. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. Allchanges are effective immediately when we post them, and apply to all access to and use of theSite. However, any changes to the dispute resolution provisions set forth in Governing Law andJurisdiction will not apply to any disputes for which the parties have actual notice on or prior to
the date the change is posted on the Site.
Your continued use of the Site following the posting of revised Terms of Use means that you
accept and agree to the changes. You are expected to check Saphran.com from time to time so
you are aware of any changes, as they are binding on you.
3. Accessing the Site and Account Security
We reserve the right to withdraw or amend the Site, and any service or material we provide on
the Site, in our sole discretion without notice. We will not be liable if for any reason all or any
part of the Site is unavailable at any time or for any period. From time to time, we may restrict
access to some parts of the Site, or the entire Site, to users, including registered users.
You are responsible for:••

Making all arrangements necessary for you to have access to the Site.
Ensuring that all persons who access the Site through your internet connection are awareof these Terms of Use and comply with them.

4. Intellectual Property Rights
The Site and its entire contents, features and functionality (including but not limited to all
information, software, text, displays, images, video and audio, and the design, selection andarrangement thereof), are owned by Saphran, its licensors or other providers of such material andare protected by United States and international copyright, trademark, patent, trade secret andother intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You
must not reproduce, distribute, modify, create derivative works of, publicly display, publicly
perform, republish, download, store or transmit any of the material on the Site, except as follows:
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Your computer may temporarily store copies of such materials in RAM incidental to youraccessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display
enhancement purposes.
You may print one copy of a reasonable number of pages of the Site for your own
personal, non-commercial use and not for further reproduction, publication or
distribution.
If we provide desktop, mobile or other applications for download, you may download asingle copy to your computer or mobile device solely for your own personal, noncommercial use, provided you agree to be bound by our end user license agreement forsuch applications.
If we provide social media features with certain content, you may take such actions as areenabled by such features.

You must not:•••

Modify copies of any materials from the Site.
Use any illustrations, photographs, video or audio sequences or any graphics separatelyfrom the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies ofmaterials from the Site.

You must not access or use for any commercial purposes any part of the Site or any Site ormaterials available through the Site.
If you wish to make any use of material on the Site other than that set out in this section, pleaseaddress your request to: info@saphran.com.
If you print, copy, modify, download or otherwise use or provide any other person with access toany part of the Site in breach of the Terms of Use, your right to use the Site will cease
immediately and you must, at our option, return or destroy any copies of the materials you havemade. No right, title or interest in or to the Site or any content on the Site is transferred to you,and all rights not expressly granted are reserved by Saphran. Any use of the Site not expressly
permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright,
trademark and other laws.
5. Trademarks
Saphran’s name, Saphran’s logo, and all related names, logos, product and service names,
designs and slogans are trademarks of Saphran or its affiliates or licensors. You must not use
such marks without the prior written permission of Saphran. All other names, logos, product andservice names, designs and slogans on the Site are the trademarks of their respective owners.

6. Prohibited Uses
You may use the Site only for lawful purposes and in accordance with these Terms of Use. You
agree not to use the Site:
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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 orsoftware to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any
way by exposing them to inappropriate content, asking for personally identifiable
information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material including
any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Saphran, a Saphran employee, another user or
any other person or entity (including, without limitation, by using e-mail addresses, or
screen names, associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of theSite, or which, as determined by us, may harm Saphran or users of the Site or expose
them to liability.

Additionally, you agree not to:
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Use the Site in any manner that could disable, overburden, damage, or impair the sites orinterfere with any other party’s use of the Site, including their ability to engage in realtime activities through the Site.
Use any robot, spider or other automatic device, process or means to access the Site forany purpose, including monitoring or copying any of the material on the Site.
Use any manual process to monitor or copy any of the material on the Site or for any
other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Site.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is
malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of theSite, the server on which the sites comprising the Site are stored, or any server, computeror database connected to the Site.
Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site.

7. Reliance on Information Posted
The information presented on or through the Site is made available solely for general information
purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any
reliance you place on such information is strictly at your own risk. We disclaim all liability andresponsibility arising from any reliance placed on such materials by you or any other visitor to
the Site, or by anyone who may be informed of any of their contents.

The Site may include content provided by third parties, including materials provided by otherusers, third-party licensors, syndicators, aggregators and/or reporting services. All statements
and/or opinions expressed in these materials, and all articles and responses to questions and othercontent, other than the content provided by Saphran are solely the opinions and the responsibilityof the person or entity providing those materials. These materials do not necessarily reflect theopinion of Saphran. We are not responsible, or liable to you or any third party, for the content or
accuracy of any materials provided by any third parties.
8. Changes to the Site
We may update the content on the Site from time to time, but its content is not necessarily
complete or up-to-date. Any of the material on the Site may be out of date at any given time, andwe are under no obligation to update such material.
9. Information About You and Your Visits to the Site
All information we collect on the Site is subject to our Privacy Policy. By using the Site, youconsent to all actions taken by us with respect to your information in compliance with
the Privacy Policy.
10. Linking to the Site and Social Media Features
You may link to our Site’s homepage, provided you do so in a way that is fair and legal and does
not damage our reputation or take advantage of it, but you must not establish a link in such a way
as to suggest any form of association, approval or endorsement on our part without our express
written consent.
The Site may provide certain social media features that enable you to:•••

Link from your own or certain third-party websites to certain content on the Site.
Send e-mails or other communications with certain content, or links to certain content, on
the Site.
Cause limited portions of content on the Site to be displayed or appear to be displayed onyour own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to thecontent they are displayed with and otherwise in accordance with any additional terms andconditions we provide with respect to such features. Subject to the foregoing, you must not:••••Establish a link from any website that is not owned by you.
Cause the Site or portions of them to be displayed, or appear to be displayed by, forexample, framing, deep linking or in-line linking, on any other site.
Link to any part of the Site other than the homepage.
Otherwise take any action with respect to the materials on the Site that is inconsistent
with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, mustcomply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately tocease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our
discretion.
11. Links from the Website
If the Site contains links to other sites and resources provided by third parties, these links areprovided for your convenience only. This includes links contained in advertisements, including
banner advertisements and sponsored links. We have no control over the contents of those sites
or resources, and accept no responsibility for them or for any loss or damage that may arise fromyour use of them. If you decide to access any of the third-party websites linked to the Site, you
do so entirely at your own risk and subject to the terms and conditions of use for such websites.
12. Geographic Restrictions
The owner of the Site is based in the state of Michigan in the United States. We make no claims
that the Site or any of its content is accessible or appropriate outside of the United States. Accessto the Site may not be legal by certain persons or in certain countries. If you access the Site fromoutside the United States, you do so on your own initiative and are responsible for compliancewith local laws.
13. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available fordownloading from the internet or the Site will be free of viruses or other destructive code. You
are responsible for implementing sufficient procedures and checkpoints to satisfy your particularrequirements for anti-virus protection and accuracy of data input and output, and for maintaininga means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A
DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHERTECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTEREQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIALDUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINEDTHROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON
IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINEDTHROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANYSERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED. NEITHER SAPHRAN NOR ANY PERSONASSOCIATED WITH SAPHRAN MAKES ANY WARRANTY OR REPRESENTATIONWITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE
FOREGOING, NEITHER SAPHRAN NOR ANYONE ASSOCIATED WITH SAPHRAN
REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES ORITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERRORFREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE
OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR THAT THE SITE OR ANY SITE OR ITEMS OBTAINEDTHROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SAPHRAN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation on Liability
IN NO EVENT WILL SAPHRAN, ITS AFFILIATES OR THEIR LICENSORS, SERVICEPROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FORDAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN
CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES
LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANYSERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES,INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN
AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS,
LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF
GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDINGNEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Indemnification
You agree to defend, indemnify and hold harmless Saphran, its affiliates, licensors and service
providers, and its and their respective officers, directors, employees, contractors, agents,
licensors, suppliers, successors and assigns from and against any claims, liabilities, damages,
judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arisingout of or relating to your violation of these Terms of Use or your use of the Site, including, but
not limited to, any use of the Site’s content, services and products other than as expressly
authorized in these Terms of Use or your use of any information obtained from the Site.
16. Governing Law and Jurisdiction
All matters relating to the Site and these Terms of Use and any dispute or claim arising
therefrom or related thereto, in each case, including non-contractual disputes or claims, shall begoverned by and construed in accordance with the internal laws of the State of Michigan without
giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Site
shall be instituted exclusively in the federal courts of the United States or the courts of the Stateof Michigan, in each case located in Oakland County, Michigan, although we retain the right tobring any suit, action or proceeding against you for breach of these Terms of Use in your countryof residence or any other relevant country. You waive any and all objections to the exercise ofjurisdiction over you by such courts and to venue in such courts.
17. Arbitration
At Saphran’s sole discretion, it may require you to submit any disputes arising from these Termsof Use or the Site, including disputes arising from or concerning their interpretation, violation,
invalidity, non-performance, or termination, to final and binding arbitration under the Rules ofArbitration of the American Arbitration Association applying Michigan law.
18. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHINONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE
OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Waiver and Severability
No waiver by Saphran of any term or condition set forth in these Terms of Use shall be deemed afurther or continuing waiver of such term or condition or a waiver of any other term or condition,
and any failure of Saphran to assert a right or provision under these Terms of Use shall notconstitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competentjurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall beeliminated or limited to the minimum extent such that the remaining provisions of the Terms of
Use will continue in full force and effect.
20. Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you
and Saphran with respect to the Site and supersede all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect
to the Site.
21. Your Comments and Concerns
The Site is operated by Saphran, Inc.
All feedback, comments, requests for technical support and other communications relating to theSite should be directed to info@saphran.com.