KNEADY – TERMS & CONDITIONS OF USE

[Last updated 18 Nov 2024]

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

AGREEMENT TO TERMS

These Terms and Conditions constitute a legally binding agreement made between you, whether

personally or on behalf of an entity (“you”) and Kneady (“we,” “us” or “our”), concerning your

access to and use of the Kneady mobile app as well as any other media form, media channel,

website, mobile website or mobile application related, linked, or otherwise connected thereto

(collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and

agree to be bound by all of these Terms and Conditions Use. IF YOU DO NOT AGREE WITH

ALL OF THESE TERMS and CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED 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 make changes or modifications to these Terms and Conditions at any time and for

any reason. We will alert you about any changes by updating the “Last updated” date of these

Terms and Conditions and you waive any right to receive specific notice of each such change. It

is your responsibility to periodically review these Terms and Conditions to stay informed of

updates. 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 and Conditions by your continued use of the Site

after the date such revised Terms are posted.

The information provided on the Site is not intended for distribution to or use by any person or

entity in any 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 are solely responsible for compliance with local laws, if and to the extent

local laws are applicable.

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 Kingdom & the United States, foreign jurisdictions, 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 Terms of 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 prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use

the Site 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, 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 to comply with these Terms of Use; [(4) you are not under the age of 18;] (5) not

a minor in the jurisdiction in which you reside; (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 the Site 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 to suspend 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, or change a username you select if we determine, in our sole discretion, that such

username is inappropriate, obscene, or otherwise objectionable.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site

available. 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. make any unauthorized use of the Site, including collecting usernames and/or email

addresses of users by electronic or other means for the purpose of sending unsolicited

email, or creating user accounts by automated means or under false pretenses.

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

4. use the Site to advertise or offer to sell goods and services.

5. 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 use of the Site and/or the Content contained therein.

6. engage in unauthorized framing of or linking to the Site.

7. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive

account information such as user passwords;

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

9. abuse other users.

10. create accounts using false information or false identity.

11. 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.

12. interfere with, disrupt, or create an undue burden on the Site or the networks or services

connected to the Site.

13. attempt to impersonate another user or person or use the username of another user.

14. sell or otherwise transfer your profile.

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

person.

16. 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.

17. decipher, decompile, disassemble, or reverse engineer any of the software comprising or

in any way making up a part of the Site.

18. attempt to bypass any measures of the Site designed to prevent or restrict access to the

Site, or any portion of the Site.

19. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing

any portion of the Site to you.

20. delete the copyright or other proprietary rights notice from any Content.

21. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript,

or other code.

22. 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.

23. 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”).

24. 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.

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

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

USER GENERATED CONTRIBUTIONS

The 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 the

Site, 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,

and permissions 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 contemplated by 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 do not advocate the violent overthrow of any government or incite,

encourage, or threaten physical harm against another.

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 contain any material that solicits personal information from anyone

under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. your Contributions do not violate any federal or state law concerning child pornography, or

otherwise intended to protect the health or well-being of minors;

13. your Contributions do not include any offensive comments that are connected to race,

national origin, gender, sexual preference, or physical handicap.

14. your Contributions do not otherwise violate, or link to material that violates, any provision of

these Terms 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. We operate a zero-

tolerance policy with respect to contraventions of these items.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site [or making Contributions accessible to the

Site by linking 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), and distribute 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 other works, such Contributions, and grant and

authorize sublicenses of the foregoing. The use and distribution 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, and

includes 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 been asserted 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 the Site; 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 MESSAGES

We may provide you areas on the Site to leave reviews or ratings. When sending a message, you

must comply with the following criteria: (1) your messages should not contain offensive profanity,

or abusive, racist, offensive, or hate language; (2) your messages should not contain

discriminatory references based on religion, race, gender, national origin, age, marital status,

sexual orientation, or disability; (3) your messages should not contain references to illegal activity.

We may delete messages in our sole discretion. We have absolutely no obligation to screen

messages or to delete messages, even if anyone considers reviews objectionable or inaccurate.

Messages 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 message or for any claims,

liabilities, or losses resulting from any message.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,

non-transferable, limited right to install and use the mobile application on wireless electronic

devices owned or controlled by you, and to access and use the mobile application on such devices

strictly in accordance with the terms and conditions of this mobile application license contained in

these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to

derive the source code of, or decrypt the application; (2) make any modification, adaptation,

improvement, enhancement, translation, or derivative work from the application; (3) violate any

applicable laws, rules, or regulations in connection with your access or use of the application; (4)

remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark)

posted by us or the licensors of the application; (5) use the application for any revenue generating

endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6)

make the application available over a network or other environment permitting access or use by

multiple devices or users at the same time; (7) use the application for creating a product, service,

or software that is, directly or indirectly, competitive with or in any way a substitute for the

application; (8) use the application to send automated queries to any website or to send any

unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or

our other intellectual property in the design, development, manufacture, licensing, or distribution

of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store

or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for

our mobile application is limited to a non-transferable license to use the application on a device

that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with

the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible

for providing any maintenance and support services with respect to the mobile application as

specified in the terms and conditions of this mobile application license contained in these Terms

of Use or as otherwise required under applicable law, and you acknowledge that each App

Distributor has no obligation whatsoever to furnish any maintenance and support services with

respect to the mobile application; (3) in the event of any failure of the mobile application to conform

to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor,

in accordance with its terms and policies, may refund the purchase price, if any, paid for the

mobile application, and to the maximum extent permitted by applicable law, the App Distributor

will have no other warranty obligation whatsoever with respect to the mobile application; (4) you

represent and warrant that (i) you are not located in a country that is subject to a U.S. government

embargo, or that has been designated by the U.S. government as a “terrorist supporting” country

and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you

must comply with applicable third-party terms of agreement when using the mobile application,

e.g., if you have a VoIP application, then you must not be in violation of their wireless data service

agreement when using the mobile application; and (6) you acknowledge and agree that the App

Distributors are third-party beneficiaries of the terms and conditions in this mobile application

license contained in these Terms of Use, and that each App Distributor will have the right (and

will be deemed to have accepted the right) to enforce the terms and conditions in this mobile

application license contained in these Terms of Use against you as a third-party beneficiary

thereof.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have

with third-party service providers (each such account, a “Third-Party Account”) by either: (1)

providing your Third-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, and without obligating us to pay any fees or making us subject to

any usage limitations imposed by the third-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. 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 be available 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 the third-party service provider, then Social

Network Content may no longer be available on and through the Site. You will have the ability to

disable the connection between your account on the Site and your Third-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 of identifying and informing you of those contacts who have also registered to

use the Site. You can deactivate the connection between the Site and your Third-Party Account

by contacting us using the contact 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 the username and profile picture that become

associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or

other information regarding the Site ("Submissions") provided by you to us are non-confidential

and shall become our sole property. We shall own exclusive rights, including all intellectual

property rights, and shall 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 with you 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 your Submissions.

PRO FEATURES AND PRICES

The Kneady application is available free of charge, which allows you to use some basic features

of Kneady (such as a subset of recipes). You can unlock additional features and recipes by

purchasing a suitable subscription plan. Current detailed information about our subscription plans

is always available in the Kneady application.

Subscriptions are active for the term specified in your order, and you can choose between a

monthly and annual payment term. Prices are displayed in your local currency (if supported) and

always include the applicable VAT (Value Added Tax). Kneady does not guarantee that any of its

features will always be free and reserves the right, at its sole discretion, to change the pricing.

Downloading or using Kneady may incur additional costs for the Internet connection according to

the standard rates of your ISP. You shall bear all such costs relating thereto.

You can purchase subscriptions by pressing the relevant "BUY" button (or equivalent) in the

purchase dialogue, which summarizes information about billing type, price and term. By pressing

the relevant "BUY" button (or equivalent) you enter into an additional agreement pursuant to the

Terms. Due to the method of conclusion of the agreement, the text of the agreement is neither

saved nor accessible. In a case you are a consumer with your normal place of abode or residence

in the European Union, by pressing the "BUY" button (or equivalent) you also consent that the

contractual performance will start immediately, and you acknowledge that for this reason you do

not dispose right of withdrawal.

Payment is due and payable immediately upon completion of the purchasing process.

Performance starts immediately after a successful transaction through electronic means by

unlocking pro features in the Kneady application. Purchasing a subscription requires Internet

connection which may incur additional costs according to the standard rates of your ISP. If you

purchased a subscription, it will automatically renew itself for another term of the same length,

unless you cancel it before the current term runs out. The subscription price is charged on the

first day of the new term. You can cancel your subscription at any time. The cancellation will take

effect the day after the last day of the current subscription term and your Kneady account will be

downgraded. Some subscription products may include introductory offers such as free trials. Each

user is eligible for one trial period, that is, trial periods will not be available for subsequent

subscriptions to the same product. Available payment methods may include but are not limited to,

credit and debit cards, gift cards or PayPal and may vary according to the distribution platform.

Kneady itself doesn't store any payment information or process payments. Distribution platforms,

payment solution providers or their contractors are solely responsible for the payment processing.

Refunds for in-app purchases are generally not provided. If you wish to receive a refund you must

contact Apple customer service. Kneady may offer subscriptions with a specified trial period

without payment. However, you are required to provide your payment details to start such

subscription. The regular subscription plan with your selected term will begin automatically after

the expiry of the trial period, unless you cancel it before the period runs out. The first payment for

the subscription will process on the first day following the end of the trial period. By starting the

subscription with trial period and providing your payment details you agree with possible future

charges for the subscription.

By using our app and making in-app purchases, you consent to our sharing of data regarding your

usage and consumption of purchased content with Apple, as part of our efforts to resolve refund

requests. This information may include details about how you have accessed and interacted with

the purchased content. The purpose of sharing this data is to help Apple make an informed

decision regarding refund requests. We ensure that such data sharing is done in compliance with

Apple's policies and only as necessary to process your requests.

THIRD-PARTY WEBSITES AND CONTENT

The 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 not responsible 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 the Third-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 from the Site. Any purchases you make through

Third-Party Websites will be through other websites and from 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 not endorse the products or

services offered on Third-Party Websites and you shall hold us harmless from any 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.

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 these Terms of Use, including without limitation, reporting such user to law enforcement

authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent 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 and content 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.

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 the Site is hosted in the United Kingdom & the United States. If you access the Site

from the European Union, Asia, or any other region of the world with laws or other requirements

governing personal data collection, use, or disclosure that differ from applicable laws in the United

Kingdom & the United States, then through your continued use of the Site or Services, you are

transferring your data to the United Kingdom or the United States, and you expressly consent to

have your data transferred to and processed in the United Kingdom or the United States.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND

POLICY

Notifications

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 our

Designated Copyright Agent using the contact information provided below (a “Notification”). A

copy of your Notification will be sent to the person who posted or stored the material addressed

in the Notification. Please be advised that pursuant to federal 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 your copyright, you should consider first

contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the

following information: (1) A physical or electronic signature of a person authorized to act on behalf

of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted

work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by

the Notification, a representative list of such works on the Site; (3) identification of the material

that is claimed to be infringing or to be the subject of infringing activity and that is to be removed

or access to which is to be disabled, and information reasonably sufficient to permit us to locate

the material; (4) information reasonably sufficient to permit us to contact the complaining party,

such as an address, telephone number, and, if available, an email address at which the

complaining party may be contacted; (5) a statement that the complaining party has a good faith

belief that use of the material in the manner complained of is not authorized by the copyright

owner, its agent, or the law; and (6) a statement that the information in the notification is accurate,

and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner

of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a

mistake or misidentification, you may submit a counter notification to our Designated Copyright

Agent at team@kneady.io (a “Counter Notification”). To be an effective Counter Notification

under the DMCA, your Counter Notification must include substantially the following: (1)

identification of the material that has been removed or disabled and the location at which the

material appeared before it was removed or disabled; (2) a statement that you consent to the

jurisdiction of the Federal District Court in which your address is located, or if your address is

outside the United Kingdom, for any judicial district in which we are located; (3) a statement that

you will accept service of process from the party that filed the Notification or the party's agent; (4)

your name, address, and telephone number; (5) a statement under penalty of perjury that you

have a good faith belief that the material in question was removed or disabled as a result of a

mistake or misidentification of the material to be removed or disabled; and (6) your physical or

electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we

will restore your removed or disabled material, unless we first receive notice from the party filing

the Notification informing us that such party has filed a court action to restrain you from engaging

in infringing activity related to the material in question. Please note that if you materially

misrepresent that the disabled or removed content was removed by mistake or misidentification,

you may be liable for damages, including costs and attorney's fees. Filing a false Counter

Notification constitutes perjury.

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 the contact information provided below (a “Notification”). A copy of your Notification will be

sent to the person who posted or stored the material addressed in the Notification. Please be

advised that pursuant to federal 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 your copyright, 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 ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT

TO, IN OUR SOLE DISCRETION 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

YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY

CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN

OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and

creating a 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, we reserve the right to take appropriate legal action, including without

limitation pursuing civil, criminal, and injunctive 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 our Site. 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, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware,

software, or other problems or need to perform maintenance related to the Site, resulting in

interruptions, delays, or errors. 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 Terms of Use and your use of the Site are governed by and construed in accordance with

the laws of the United Kingdom & the United States to agreements made and to be entirely

performed within such, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and

individually, a “Party”) shall be commenced or prosecuted in the United Kingdom, and the Parties

hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non

conveniens with respect to venue and jurisdiction in such state and federal courts. Application of

the United Nations Convention on Contracts for the International Sale of Goods and the Uniform

Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no

event shall any claim, action, or proceeding brought by either Party related in any way to the Site

be commenced more than 1 years after the cause of action arose.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these

(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate

any Dispute (except those Disputes expressly provided below) informally for at least 30 days

before initiating arbitration. Such informal negotiations commence upon written notice from one

Party to the other Party.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced

more than 1 years after the cause of action arose. If this provision is found to be illegal or

unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of

this provision found to be illegal or unenforceable and such Dispute shall be decided by a court

of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to

submit to the personal jurisdiction of that court.

Binding Arbitration

To expedite resolution and control the cost of any dispute, controversy or claim related to these

or us (individually, a “Party” and collectively, the “Parties”) shall be finally and exclusively resolved

by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD

HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be

commenced and conducted under the Commercial Arbitration Rules of the American Arbitration

Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer

Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website

www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed

by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. [If

such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and

expenses.] The arbitration may be conducted in person, through the submission of documents,

by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement

of reasons unless requested by either Party. The arbitrator must follow applicable law, and any

award may be challenged if the arbitrator fails to do so. Except where otherwise required by the

applicable law, the arbitration will take place in the United Kingdom. Except as otherwise provided

herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration,

or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be

commenced or prosecuted in the United Kingdom, and the Parties hereby consent to, and waive

all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and

jurisdiction in such state and federal courts. Application of the United Nations Convention on

Contracts for the International Sale of Goods and the Uniform Computer Information Transaction

Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site or Services be

commenced more than 1 years after the cause of action arose. If this provision is found to be

illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that

portion of this provision found to be illegal or unenforceable and such Dispute shall be decided

by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties

agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties

individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other

proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action

basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to

be brought in a purported representative capacity on behalf of the general public or any other

persons.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or

omissions that may relate to the Site, 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 SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT

PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN

CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES 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 THIS 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 ANY CONTENT 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 MADE AVAILABLE VIA THE SITE. WE

DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY

PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE

SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION

FEATURED 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 LIABILITY

IN 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 OTHER DAMAGES ARISING FROM YOUR USE OF

THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR

LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF

THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF] [THE AMOUNT PAID,

IF ANY, BY YOU TO US DURING THE 1 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION

ARISING [OR] [£500].

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 breach of your representations and warranties set forth in these

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 of such 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 Site,

as well as data relating to your use of the Site. Although we perform regular routine backups of

data, you are solely responsible for all data that you transmit or that relates to any activity you

have undertaken 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 OR COMPLETED 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 by any means other than electronic

means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site constitute the

entire agreement and understanding between you and us. Our failure to exercise or enforce any

right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of

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 or part of a provision of these Terms of Use is determined to be unlawful, void, or

unenforceable, that provision or part of the provision is deemed severable from these Terms of

Use and does not affect the validity 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.

In order to resolve a complaint regarding the Site or to receive further information regarding use

of the Site, please contact us at

Kneady

team@kneady.io