​TERMS OF USELast updated December 27, 2021

AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or
on behalf of an entity (“you”) and Chirpley BV ("Company", “we”, “us”, or “our”), concerning youraccess to and use of the https://chirpley.ai website as well as any other media form, media channel,
mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the“Site”). We are registered in the Netherlands and have our registered office at De Donge 19, 5684 PX
Best, Netherlands, Best, Noord-Brabant 5684 PX. Our VAT number is NL862548822B01. You agree thatby accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLYPROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are
hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to makechanges or modifications to these Terms of Use from time to time. We will alert you about any changes
by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specificnotice of each such change. Please ensure that you check the applicable Terms every time you use ourSite so that you understand which Terms apply. You will be subject to, and will be deemed to have been
made aware of and to have accepted, the changes in any revised Terms of Use by your continued useof the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity inany jurisdiction or country where such distribution or use would be contrary to law or regulation or
which would subject us to any registration requirement within such jurisdiction or country. Accordingly,
those persons who choose to access the Site from other locations do so on their own initiative and aresolely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability andAccountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if yourinteractions would be subjected to such laws, you may not use this Site. You may not use the Site in a
way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 13 years of age. All users who are minors in thejurisdiction in which they reside (generally under the age of 18) must have the permission of, and bedirectly supervised by, their parent or guardian to use the Site. If you are a minor, you must have yourparent or guardian read and agree to these Terms of Use prior to you using the Site.

INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the Site(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark
laws and various other intellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content and the Marks are provided on
the Site “AS IS” for your information and personal use only. Except as expressly provided in these Termsof Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated,
republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold,licensed, or otherwise exploited for any commercial purpose whatsoever, without our express priorwritten permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use theSite and to download or print a copy of any portion of the Content to which you have properly gained
access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you
in and to the Site, the Content and the Marks.

USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true,
accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly
update such registration information as necessary; (3) you have the legal capacity and you agree tocomply with these Terms of Use; (4) you are not under the age of 13; (5) you are not a minor in thejurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (6)you will not access the Site through automated or non-human means, whether through a bot, script orotherwise; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of theSite will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right tosuspend or terminate your account and refuse any and all current or future use of the Site (or any
portion thereof).

USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be
responsible for all use of your account and password. We reserve the right to remove, reclaim, orchange a username you select if we determine, in our sole discretion, that such username isinappropriate, obscene, or otherwise objectionable.

FEES AND PAYMENTWe accept the following forms of payment:●

Cryptocurrencies

You may be required to purchase or pay a fee to access some of our services. You agree to provide
current, complete, and accurate purchase and account information for all purchases made via the Site.
You further agree to promptly update account and payment information, including email address,
payment method, and payment card expiration date, so that we can complete your transactions andcontact you as needed. We bill you through an online billing account for purchases made via the Site.
Sales tax will be added to the price of purchases as deemed required by us. We may change prices at
any time. All payments shall be in Cryptocurrencies.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us
to charge your chosen payment provider for any such amounts upon making your purchase. We reserve
the right to correct any errors or mistakes in pricing, even if we have already requested or received
payment. We also reserve the right to refuse any order placed through the Site.

CANCELLATION

You can cancel your subscription at any time by logging into your account. Your cancellation will takeeffect at the end of the current paid term. If you are unsatisfied with our services, please email us at
hello@chirpley.ai

PROHIBITED ACTIVITIESYou may not access or use the Site for any purpose other than that for which we make the Siteavailable. The Site may not be used in connection with any commercial endeavors except those that are
specifically endorsed or approved by us.

As a user of the Site, you agree not to:1.

Systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission from us.

2.

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive accountinformation such as user passwords.

3.

Circumvent, disable, or otherwise interfere with security-related features of the Site, including
features that prevent or restrict the use or copying of any Content or enforce limitations on the useof the Site and/or the Content contained therein.

4.

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

5.

Use any information obtained from the Site in order to harass, abuse, or harm another person.

6.

Make improper use of our support services or submit false reports of abuse or misconduct.

7.

Use the Site in a manner inconsistent with any applicable laws or regulations.

8.

Engage in unauthorized framing of or linking to the Site.

9.

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material,
including excessive use of capital letters and spamming (continuous posting of repetitive text),
that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs,
disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the
Site.

10.

Engage in any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and extraction tools.

11.

Delete the copyright or other proprietary rights notice from any Content.

12.

Attempt to impersonate another user or person or use the username of another user.

13.

Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or
active information collection or transmission mechanism, including without limitation, clear
graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices(sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

14.

Interfere with, disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.

15.

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any
portion of the Site to you.

16.

Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or
any portion of the Site.

17.

Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, orother code.

18.

Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer anyof the software comprising or in any way making up a part of the Site.

19.

Except as may be the result of standard search engine or Internet browser usage, use, launch,develop, or distribute any automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized
script or other software.

20.

Use a buying agent or purchasing agent to make purchases on the Site.

21.

Make any unauthorized use of the Site, including collecting usernames and/or email addresses ofusers by electronic or other means for the purpose of sending unsolicited email, or creating user
accounts by automated means or under false pretenses.

22.

Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content
for any revenue-generating endeavor or commercial enterprise.

USER GENERATED CONTRIBUTIONSThe Site may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to create, submit, post,
display, transmit, perform, publish, distribute, or broadcast content and materials to us or on theSite, including but not limited to text, writings, video, audio, photographs, graphics, comments,suggestions, or personal information or other material (collectively, "Contributions"). Contributions
may be viewable by other users of the Site and through third-party websites. As such, any

Contributions you transmit may be treated as non-confidential and non-proprietary. When you
create or make available any Contributions, you thereby represent and warrant that:1.

The creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any
third party.

2.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, andpermissions to use and to authorize us, the Site, and other users of the Site to use your
Contributions in any manner contemplated by the Site and these Terms of Use.

3.

You have the written consent, release, and/or permission of each and every identifiable individual
person in your Contributions to use the name or likeness of each and every such identifiable
individual person to enable inclusion and use of your Contributions in any manner contemplatedby the Site and these Terms of Use.

4.

Your Contributions are not false, inaccurate, or misleading.

5.

Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid
schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6.

Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,slanderous, or otherwise objectionable (as determined by us).

7.

Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

8.

Your Contributions are not used to harass or threaten (in the legal sense of those terms) any otherperson and to promote violence against a specific person or class of people.

9.

Your Contributions do not violate any applicable law, regulation, or rule.

10.

Your Contributions do not violate the privacy or publicity rights of any third party.

11.

Your Contributions do not violate any applicable law concerning child pornography, or otherwise
intended to protect the health or well-being of minors.

12.

Your Contributions do not include any offensive comments that are connected to race, national
origin, gender, sexual preference, or physical handicap.

13.

Your Contributions do not otherwise violate, or link to material that violates, any provision of theseTerms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among
other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site or making Contributions accessible to the Site bylinking your account from the Site to any of your social networking accounts, you automatically grant,
and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited,irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license
to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache,publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), anddistribute such Contributions (including, without limitation, your image and voice) for any purpose,commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into otherworks, such Contributions, and grant and authorize sublicenses of the foregoing. The use anddistribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, andincludes our use of your name, company name, and franchise name, as applicable, and any of the
trademarks, service marks, trade names, logos, and personal and commercial images you provide. You
waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise beenasserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights associated with your
Contributions. We are not liable for any statements or representations in your Contributions provided by
you in any area on the Site. You are solely responsible for your Contributions to the Site and you
expressly agree to exonerate us from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any
Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on theSite; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice.
We have no obligation to monitor your Contributions.

GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you mustcomply with the following criteria: (1) you should have firsthand experience with the person/entity being
reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate
language; (3) your reviews should not contain discriminatory references based on religion, race, gender,
national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not containreferences to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews;(6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or
misleading statements; and (8) you may not organize a campaign encouraging others to post reviews,
whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation toscreen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate.
Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of
our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses
resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive,
worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify,translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have withthird-party service providers (each such account, a “Third-Party Account”) by either: (1) providing yourThird-Party Account login information through the Site; or (2) allowing us to access your Third-Party
Account, as is permitted under the applicable terms and conditions that govern your use of each
Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party
Account login information to us and/or grant us access to your Third-Party Account, without breach by
you of any of the terms and conditions that govern your use of the applicable Third-Party Account, andwithout obligating us to pay any fees or making us subject to any usage limitations imposed by thethird-party service provider of the Third-Party Account. By granting us access to any Third-Party
Accounts, you understand that (1) we may access, make available, and store (if applicable) any content
that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that
it is available on and through the Site via your account, including without limitation any friend lists and(2) we may submit to and receive from your Third-Party Account additional information to the extent youare notified when you link your account with the Third-Party Account. Depending on the Third-Party
Accounts you choose and subject to the privacy settings that you have set in such Third-Party
Accounts, personally identifiable information that you post to your Third-Party Accounts may beavailable on and through your account on the Site. Please note that if a Third-Party Account or
associated service becomes unavailable or our access to such Third-Party Account is terminated by thethird-party service provider, then Social Network Content may no longer be available on and throughthe Site. You will have the ability to disable the connection between your account on the Site and yourThird-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS
ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR
AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

We make no effort to review any Social Network Content for any purpose, including but not limited to,for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book associated with a Third-Party
Account and your contacts list stored on your mobile device or tablet computer solely for purposes ofidentifying and informing you of those contacts who have also registered to use the Site. You candeactivate the connection between the Site and your Third-Party Account by contacting us using thecontact information below or through your account settings (if applicable). We will attempt to delete any
information stored on our servers that was obtained through such Third-Party Account, except theusername and profile picture that become associated with your account.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or otherinformation regarding the Site ("Submissions") provided by you to us are non-confidential and shallbecome our sole property. We shall own exclusive rights, including all intellectual property rights, andshall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose,commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral
rights to any such Submissions, and you hereby warrant that any such Submissions are original withyou or that you have the right to submit such Submissions. You agree there shall be no recourse against
us for any alleged or actual infringement or misappropriation of any proprietary right in yourSubmissions.

THIRD-PARTY WEBSITES AND CONTENTThe Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites")
as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information,
applications, software, and other content or items belonging to or originating from third parties("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated,monitored, or checked for accuracy, appropriateness, or completeness by us, and we are notresponsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted
on, available through, or installed from the Site, including the content, accuracy, offensiveness,
opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or theThird-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you
decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party
Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of
any website to which you navigate from the Site or relating to any applications you use or install fromthe Site. Any purchases you make through Third-Party Websites will be through other websites andfrom other companies, and we take no responsibility whatsoever in relation to such purchases which
are exclusively between you and the applicable third party. You agree and acknowledge that we do notendorse the products or services offered on Third-Party Websites and you shall hold us harmless fromany harm caused by your purchase of such products or services. Additionally, you shall hold us
harmless from any losses sustained by you or harm caused to you relating to or resulting in any way
from any Third-Party Content or any contact with Third-Party Websites.

U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If ourservices are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), ourservices are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer
software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency
within the Department of Defense, our services are subject to the terms of these Terms of Use inaccordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS
252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is inlieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government
rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use;(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or theseTerms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in oursole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to theextent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion
and without limitation, notice, or liability, to remove from the Site or otherwise disable all files andcontent that are excessive in size or are in any way burdensome to our systems; and (5) otherwise
manage the Site in a manner designed to protect our rights and property and to facilitate the proper
functioning of the Site.

PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy. By using the Site, you agree
to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised theSite is hosted in the Netherlands. If you access the Site from any other region of the world with laws orother requirements governing personal data collection, use, or disclosure that differ from applicablelaws in the Netherlands, then through your continued use of the Site, you are transferring your data to
the Netherlands, and you agree to have your data transferred to and processed in the Netherlands.
Further, we do not knowingly accept, request, or solicit information from children or knowingly market tochildren. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive
actual knowledge that anyone under the age of 13 has provided personal information to us without therequisite and verifiable parental consent, we will delete that information from the Site as quickly as isreasonably practical.

COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or
through the Site infringes upon any copyright you own or control, please immediately notify us using thecontact information provided below (a “Notification”). A copy of your Notification will be sent to theperson who posted or stored the material addressed in the Notification. Please be advised that

pursuant to applicable law you may be held liable for damages if you make material misrepresentations
in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes yourcopyright, you should consider first contacting an attorney.

TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANYOTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLEDISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY,
OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOURACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUTWARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creatinga new account under your name, a fake or borrowed name, or the name of any third party, even if you
may be acting on behalf of the third party. In addition to terminating or suspending your account, wereserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, andinjunctive redress.

MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason
at our sole discretion without notice. However, we have no obligation to update any information on ourSite. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, ordiscontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, orother problems or need to perform maintenance related to the Site, resulting in interruptions, delays, orerrors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the
Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever
for any loss, damage, or inconvenience caused by your inability to access or use the Site during any

downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us
to maintain and support the Site or to supply any corrections, updates, or releases in connection
therewith.

GOVERNING LAW
These conditions are governed by and interpreted following the laws of the Netherlands, and the use of
the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If
your habitual residence is in the EU, and you are a consumer, you additionally possess the protection
provided to you by obligatory provisions of the law of your country of residence. Chirpley BV andyourself both agree to submit to the non-exclusive jurisdiction of the courts of __________, which meansthat you may make a claim to defend your consumer protection rights in regards to these Conditions of
Use in the Netherlands, or in the EU country in which you reside.

DISPUTE RESOLUTION
The European Commission provides an online dispute resolution platform, which you can access here:
https://ec.europa.eu/consumers/odr. If you would like to bring this subject to our attention, pleasecontact us.

CORRECTIONSThere may be information on the Site that contains typographical errors, inaccuracies, or omissions,
including descriptions, pricing, availability, and various other information. We reserve the right to correct
any errors, inaccuracies, or omissions and to change or update the information on the Site at any time,
without prior notice.

DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF
THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENTPERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION
WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY
OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO

THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED
THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANYCONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADEAVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUMERESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATIONFEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN
ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A
PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE
YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITYIN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL,
OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHERDAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARYCONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESSOF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY
YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONSON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE
LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOTAPPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of
our respective officers, agents, partners, and employees, from and against any loss, damage, liability,
claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breachof your representations and warranties set forth in these Terms of Use; (5) your violation of the rights ofa third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward
any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we
reserve the right, at your expense, to assume the exclusive defense and control of any matter for which
you are required to indemnify us, and you agree to cooperate, at your expense, with our defense ofsuch claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which
is subject to this indemnification upon becoming aware of it.

USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performanceof the Site, as well as data relating to your use of the Site. Although we perform regular routine backupsof data, you are solely responsible for all data that you transmit or that relates to any activity you haveundertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of
any such data, and you hereby waive any right of action against us arising from any such loss or
corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications.
You consent to receive electronic communications, and you agree that all agreements, notices,disclosures, and other communications we provide to you electronically, via email and on the Site,satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE
USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO
ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or the granting of credits byany means other than electronic means.

CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625
North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or(916) 445-1254.

MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Siteconstitute the entire agreement and understanding between you and us. Our failure to exercise orenforce any right or provision of these Terms of Use shall not operate as a waiver of such right orprovision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or allof our rights and obligations to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision orpart of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Terms of Use and does not affect thevalidity and enforceability of any remaining provisions. There is no joint venture, partnership,
employment or agency relationship created between you and us as a result of these Terms of Use or
use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based on the electronic form of
these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of theSite, please contact us at:

Chirpley B.V.
De Donge 19, 5684 PX Best, Netherlands
Best, Noord-Brabant 5684 PX,
Netherlands
Phone: _________________________
hello@chirpley.a