Terms of service

Last Updated: August 2024

These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website located at https://www.holdr.com/ (the “Site”), each owned and operated by Chaotic Technologies Inc. dba Holdr (“Holdr”, “we”, “our” or “us”), and the services and technology platform available thereon, including without limitation the services that enable you to engage with, support and obtain memberships to modernized fan clubs (“Holdr Clubs”) and communities for various music artists and creatives on the Site (the “Services”).BY ACCESSING OR USING THE SITE OR SERVICES OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Holdr’s Privacy Policy located at https://www.holdr.com/privacy-policy (the “Privacy Policy”), as it may be amended from time to time in the future.We may amend any part of this Agreement by adding, deleting, or varying its terms from time-to-time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date on the Site. We may also provide you with notice via email if you have signed up to use our Services and provided your email address.The amendments will take effect 30 days after the date on which we provide notice of the amended version. Prior to that date, the previous version of this Agreement will continue to apply.If you disagree with any amendments, you may terminate this Agreement by ceasing to use the Site and Services at any time within the 30-day period before the amendments take effect. If the amendment increases your obligations under this Agreement, or decreases our obligations under this Agreement, then you can also terminate in the 30 days after the amendments take effect. In either case, there is no cost or penalty for terminating. If you do not cease using the Site and Services during that time, then by your continued use, you are considered to have accepted the proposed amendments.

Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.

Intellectual Property Rights

All material available on the Site and all material and services provided by or through Holdr, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers and are protected by copyright, trademark, trade secret and other intellectual property laws.Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Holdr grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you. You are not permitted to download, copy or otherwise store any Materials.If Holdr, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then Holdr may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Holdr has no liability to you for suspending the Services under this provision.This section does not apply to Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Holdr related to the Services, the Site or Holdr or its business (“Feedback”) are and will be Holdr’s exclusive property without any compensation or other consideration payable to you by Holdr, and you do so of your own free will and volition. Holdr may or may not (and in no event shall Holdr have any obligation), in its sole discretion, use or incorporate the Feedback in whatever form or derivative Holdr may decide into the Site, the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Holdr in any Feedback and, as applicable, waive any moral rights.For the purposes of this Agreement and the Privacy Policy, “personal information” is any information about an identifiable individual, as defined in our Privacy Policy.Holdr retains the right to use or share any Aggregated Data generated by anyone using the Site or the Services, including our users, for the purpose of enhancing and providing the Services. “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any Content (as defined below).

Your Profile Information and Account

If you sign up for a Holdr account (“Account”), you agree that Holdr is providing you with one user identification reference that you will use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality and security of your User ID. That User ID, together with any or other user information you provide, including but not limited to your social media profiles and location, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Holdr that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Holdr immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Holdr subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting support@holdr.com . Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.

Memberships

Artists on the Site may make available from time to time memberships to their fan clubs (“Memberships”). Having a Membership to a fan club (each, a “Holdr Club”) may provide you with various benefits, perks and features, and may include but are not limited to members-only and one-on-one chatrooms, access to tickets and live events, time vaults, limited-quantity merchandise and access to unreleased music and content and other benefits, perks and features as may be made available by Holdr or the applicable artist or creative (“Perks”). Memberships are obtainable through a variety of means, using features and functionalities available on the Site.Perks are not sold to you, and obtaining a Membership represents a subscription to access and use various Holdr Club materials, content, perks, features and benefits constituting Perks, but such Perks are not owned by you. Submitting a bid constitutes an offer to purchase a Membership and the opportunity to access the Perks associated with the Membership, but it does not in any way guarantee that you will obtain a Membership or any Particular perk. The artist retains full ownership of their Materials and control over artist-specific Perks, and access to these can be restricted or revoked at the artist’s discretion.Obtaining a Membership grants you a limited, personal, non-transferrable (except where permitted by the Services) and non-sublicensable right to access, use and obtain Perks (as and when available) in respect of the Holdr Club to which the Membership is associated. Memberships may include various standard Perks made generally available to Membership holders as modified, replaced, removed or added from time to time. Membership may include artist-specific custom Perks, the scope, availability and type of which are determined by the artist. You acknowledge and agree that there are no representations, warranties or guarantees that any particular Perk may be made available to you. Holdr does not assume any responsibility, risk or liability in respect of any Perk provided (or not provided) by an artist, and that an artist may discontinue, suspend or restrict certain Perks available to you from time to time in their discretion.If you participate in Membership auctions, a hold may be placed on your credit card (or other payment method as made be made available by Holdr and selected by you) for amounts equal to the bid you placed on a Membership. Withdrawal or cancellation of a bid is subject to our bid cancellation policies found [ v2 _BETA_ USER Withdraw_Cancel Bid Policy (7_2024).pdf, which may change from time to time at our discretion. You may withdraw or cancel a bid within a 60-minute window from the time your bid is placed. After this window, the bid is locked in and cannot be cancelled. Holdr or its third-party payments processor may refuse to accept a bid from you for any reason in their sole and absolute discretion, including but not limited to if your payment or billing information is incorrect or if Holdr (or its third-party payments processor) suspects or detects fraudulent activity or abuse of the marketplace.The current fee policy for memberships are set forth here, which may be revised from time to time by Holdr: v2 _BETA_ USER Fee_Payment Policy (7_2024).pdfMemberships are nonrefundable and except as expressly permitted under this Agreement, non-transferable and non-sublicensable.You acknowledge and agree that Memberships are not investments and that Holdr makes no representation, warranty or guarantee and nothing in this Agreement shall be construed to providing any representation, warranty or guarantee in respect of any financial return or any expectation thereof. A Membership in respect of a particular artist or creative represents your support for such artist or creative and a recognition of such support, and does not constitute an investment, security or other promise of financial return.

Payment

Payments for Memberships or other products and services made available to time to time are made through the Site and processed using our third party payments processor. You agree to provide accurate, current and complete billing information when prompted to do so. Payments are processed through our third party payments processor, and such payments processing will be subject to the terms and conditions of that third party. You are responsible for all applicable taxes and fees associated with the purchase of any item on the Holdr platform.

Term and Termination

The term of this Agreement will commence upon your acceptance and will continue indefinitely unless earlier terminated in accordance with this Agreement. If you have an Account, you can terminate your Account by using the processes set forth in the interface of the Site.You will remain liable for all charges accrued on your Account up to the time of cancellation. Holdr is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation.Holdr reserves the right at any time, and without cost, charge or liability, to terminate this Agreement by providing you with 30 days’ prior written notice, or immediately as a result of a failure to comply with the terms of this Agreement. Holdr reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.Upon termination or expiry of this Agreement, all rights and licenses granted to you hereunder will automatically expire, including your Memberships and any Perks associated with it.

Taxes

You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase of Memberships, services or goods under this Agreement. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase of services or goods under this Agreement.

Submission of Content

The Site and the Services available thereon enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Content”), to Holdr for the purpose of providing the Services or as otherwise permitted under this Agreement. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.Holdr will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Holdr a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein, that the Content is accurate and not misleading, and that its provision to Holdr or Holdr’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.You agree that Holdr is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Holdr. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.

Monitoring

Holdr may, but has no obligation to, monitor Content on the Site, or any website created using our Services. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Holdr or its customers, or operate the Site or Services properly, or improve the Site or Services. Holdr, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.

Harassment Policy

  1. Zero Tolerance: Harassment, including bullying, hate speech, or personal attacks, is strictly prohibited on the Holdr platform.
  2. Consequences for Violations: Users who engage in harassment may be muted, limiting their ability to communicate or use certain features.
  3. Reporting Process: Users can report harassment directly through the Holdr platform, and all reports will be promptly reviewed by our moderation team.
  4. Escalation of Penalties: Repeated or severe violations may result in temporary or permanent restrictions from the Holdr platform.
  5. Community Standards: All users are expected to engage respectfully, contributing to a positive and supportive environment on Holdr.

Acceptable Use and Conduct:

You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that:

  1. infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
  2. contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  3. is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
  4. is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
  5. is harmful to minors in any way;
  6. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Holdr;
  7. impersonates a Holdr employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
  8. interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;
  9. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
  10. facilitates the unlawful distribution of copyrighted Content;
  11. except as expressly permitted by Holdr, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
  12. includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;
  13. constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
  14. stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services;
  15. collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
  16. requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;
  17. attempts to gain unauthorized access to the computer systems of Holdr or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
  18. posts adult or pornographic Content;
  19. decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Holdr technology;
  20. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
  21. accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services;
  22. accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes or;
  23. accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.

Disclaimer of Warranties

YOUR USE OF THE SITE OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY MEMBERSHIPS, PERKS, CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HOLDR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, SERVICES AND MEMBERSHIPS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE DELIVERY OF PERKS MAY IN PART DEPEND ON THE APPLICABLE ARTIST OR CREATIVE FULFILLING SUCH PERK AND IN NO EVENT SHALL HOLDR BE RESPONSIBLE FOR ANY FAILURE OR NON-DELIVERY OF A PERK BY AN ARIST OR CREATIVE.HOLDR DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY MEMBERSHIPS, PERKS, THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME HOLDR MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES OR ANY PERKS MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT HOLDR, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE.HOLDR IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDERS OF ANY CONTENT (INCLUDING ARTISTS), NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY HOLDR, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, ARTISTS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY HOLDR.YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND SERVICES. HOLDR DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOLDR OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY HOLDR FROM ITS FACILITIES IN CANADA. HOLDR MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Third-Party Sites and Content

The Site may permit you to access or use third-party links, websites, integrations, or resources, and other websites or resources may contain links to the Site. These other websites are not under Holdr’s control, and you acknowledge that Holdr is not responsible or liable for any third-party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such third-party resources and links does not imply endorsement by Holdr or any association with its operators, and such resources and links are owned by the respective third party. You further acknowledge and agree that Holdr will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods or services available on or through any such website or resource. Access and use of third-party sites, including the information, material, products and services on third-party sites or available through third-party sites, is solely at your own risk and may be subject to such third party’s terms and conditions with which you are solely responsible for complying.

Exclusive Remedy and Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL HOLDR OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF HOLDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. HOLDR’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) CAD $50; AND (B) THE TOTAL AMOUNTS YOU PAID TO HOLDR IN THE ONE ( 1 ) YEAR IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOLDR’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, HOLDR WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO HOLDR OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN HOLDR AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.Holdr will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Services.

Waiver of Jury Trial and Class Action Rights

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

Limitation of Time

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

Indemnity

You agree to indemnify, defend, and hold harmless Holdr, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Profile Information and any third party Content forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Holdr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Holdr and you agree to cooperate with Holdr’s defense of these Claims. You agree not to settle any matter without the prior written consent of Holdr. Holdr will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

Dispute Resolution

All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the applicable Rules of Procedure of the Vancouver International Arbitration Centre (VanIAC). The appointing authority shall be the VanIAC. The case shall be administered by the VanIAC in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada.Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.Notwithstanding the foregoing, Holdr may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement specifically enforceable by Holdr through injunctive relief and other equitable remedies without proof of monetary damages.If this Section is found to be unenforceable or if it does not apply to you, then the entirety of this Section will be null and void and, in that case, you hereby irrevocably submit to the personal and exclusive jurisdiction of the courts of the Province of British Columbia for resolution of any lawsuit or court proceeding permitted under this Agreement.

Miscellaneous

If there is any dispute between you and Holdr about or involving this Agreement, the Site or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions. You agree to comply with all applicable local, provincial, federal, state, national and international laws when using the Site or Services.The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.You agree that if Holdr does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Holdr has the benefit of under any applicable law), this will not be taken to be a formal waiver of Holdr’s rights and that those rights or remedies will still be available to Holdr.The sections of “Submission of Content”, “Intellectual Property Rights”, “Taxes”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity”, “Dispute Resolution” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

Contacting Holdr

You may contact Holdr by email at support@holdr.com  or contact us at 1238 Seymour Street, unit1608, Vancouver, BC, V6B 6J3, CA