Terms of Service

Last Revised on February 2025

The Urban Finch website ("Website") and all related services, products, platforms, mobile applications (“App”), content, and offerings (collectively, the "Offerings") are maintained and operated by Finch Network, Inc. References herein and throughout the Website or Offerings to "Company", "we", "our" or "us" refer to Finch Network, Inc.

Your access to and use of the Offerings is subject to the following terms of service (the "Terms of Service") and all applicable laws. By accessing or using any part of the Offerings, you accept, without limitation or qualification, these Terms of Service. If you do not agree with all of these Terms of Service, you may not use any portion of the Offerings.

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS OF SERVICE CONTAIN TERMS THAT GOVERN HOW CLAIMS BETWEEN YOU AND US WILL BE RESOLVED. FOR EXAMPLE, SECTION 19 CONTAINS AN ARBITRATION AGREEMENT AND WAIVER OF CLASS ACTION WHICH STATES THAT WE MUST ARBITRATE INSTEAD OF GOING TO A COURT BEFORE A JUDGE AND JURY AND THAT ALL SUCH ARBITRATION CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

1. Use of Offerings

The Offerings are provided for your personal and non-commercial use. Any other use of the Offerings requires the prior written consent of Company. You may not use spiders, robots, data mining techniques or other automated devices or programs to catalogue, download or otherwise reproduce, store or distribute content available on the Offerings. Further, you may not use any such automated means to manipulate the Offerings, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Offerings or any other user's use of the Offerings, including, without limitation, via means of overloading, "flooding", "mailbombing" or "crashing" the Offerings, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Service. You may not frame portions of the Offerings within another website or application. You may not resell use of, or access to, the Offerings to any third party without our prior written consent. The Offerings are intended only for users who are eighteen (18) years of age or older. By using the Offerings, you represent and warrant that you are at least eighteen (18) years of age or are the age of majority in which you reside.

2. User Accounts

2.1. Registration and Passwords. In order to access certain services on the Offerings, you will be required to set up an account (the "Account") by using your phone number and password for your Account, as well as providing any further information that we request. Any phone number or password provided should be safeguarded at all times. You are solely responsible for keeping your account information safe and secure, and for all activity using your phone numbers and/or passwords. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You agree that, to the extent permitted by law, Company will not be liable for any loss you may incur as a result of someone other than you using your account to access information, either with or without your knowledge.

2.2. Email Communication Consent. By providing your email address to Urban Finch, you expressly agree to receive promotional and marketing emails from us. Urban Finch is committed to respecting your privacy and ensuring the security of your personal information. You may opt out of receiving these communications at any time by following the unsubscribe link provided in our emails or by contacting us directly.

2.3. Account Restrictions. You may only have one Account. We reserve the right to suspend or terminate any or all of your Account(s) if we determine or suspect you to have more than the one Account permitted per user or otherwise violate these Terms of Service. During any period of suspension of an Account, you will not be able to perform any actions on the Offerings through such Account(s). Your also agree not to sell, transfer or share your Account, or your Account’s username or password, with any other person.

3. Venues

3.1. Overview. The Offerings provide a platform to connect users with third-party restaurants & bars (the "Venues"). We do not provide, endorse, or guarantee any Venue’s product, service, or information. We are not affiliated with any third parties featured within, or utilized as part of, the Offerings (including the Venues), and are not responsible for their goods or services. You irrevocably waive any claim against the Company for any transaction or other interaction you have with the Venue. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any product, service or information at any Venue.

3.2. Wallets. We may provide features and functionality via the Offerings that allow you to use a third-party digital wallet (“Wallet”). By using a Wallet in connection with the Offerings, you agree that you are using the Wallet under the terms and conditions of the applicable third-party provider of such Wallet. Wallets are not associated with, maintained by, supported by or affiliated with the Company. When you interact with the Offerings, you retain control over your digital assets at all times. We accept no responsibility or liability to you in connection with your use of a Wallet, and we make no representations or warranties regarding how the Offerings will operate or be compatible with any specific Wallet. The private keys necessary to access the assets held in you Wallet are not held by the Company. The Company has no ability to help you access or recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.

4. Corrections

We attempt to be as accurate as possible and eliminate errors on the Offerings, however, we do not warrant that any product or description, photograph, pricing or other information is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Offerings, in an order confirmation, in processing an order, delivering a product, or otherwise, we reserve the right to correct such error and otherwise change or update the information on the Offerings at any time without notice.

5. Ownership

5.1. Ownership. Company is the owner of or otherwise licensed to use all parts of the Website and Offerings, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Offerings belong to third parties who have authorized Company to display the materials. By using the Offerings, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials.

5.2. Right to use Offerings. You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Offerings (and right to download a copy of the App onto your applicable device); provided, however, that such license is subject to your compliance with these Terms of Service. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Offerings, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Offerings, in each case for the sole purpose of enabling you to use the Offerings as permitted by these Terms of Service.

5.3. Third Party Marks. All other third-party trademarks, registered trademarks, and product names mentioned on the Offerings are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Company.

5.4. Feedback. You acknowledge and expressly agree that any contribution of feedback regarding the Offerings that you provide to us (the "Feedback") does not and will not give or grant you any right, title, or interest in the Offerings or in any such Feedback. You agree that Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

5.5. All Rights Reserved. Except as expressly set forth in these Terms of Service, no license is granted to you and no rights are conveyed by virtue of accessing or using the Offerings. All rights not granted under these Terms of Service are reserved by Company.

5.6. Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or will be available in, or that orders for Offerings can be placed from, any particular geographic location. As part of the Offerings, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Offerings or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from the Company.

5.7. Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms of Service are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You must comply with applicable third party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as they relate to your use of the App, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof.

6. Intellectual Property & Takedowns

Materials may be made available via the Offerings by third parties not within our control. We are under no obligation to, and do not, scan content posted on the Offerings for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Offerings.

If you believe any materials on the Offerings infringe a copyright, you should provide us with written notice that at a minimum contains:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;

(iii) 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;

(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) 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

(vi) 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.

All such notices should be sent to our designated agent as follows:

Finch, Network, Inc.

61 Ten Eyck Street, 4r

Brooklyn, NY 11206

Email: hi@finchnow.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

7. Activities

Company expects all of its users to be respectful of other people. The following is a non-exhaustive list of the types of conduct that is illegal or prohibited on the Offerings or while using the Offerings. Company reserves the right to investigate and take legal or other action, including but not limited to account suspension or deletion, against anyone who, in Company’s sole and subjective determination, engages in any of the prohibited activities.

Without limitation, you agree that you will not do any of the following in connection with your use of the Offerings, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

Maintain multiple user accounts through any means, including through the use of multiple phones or other methods;

Submit, transmit, display, post or store any content that: is defamatory, abusive, obscene, profane or offensive; promotes or encourages violence; is inaccurate, false or misleading, or constitutes impersonation of another person; is illegal or promotes any illegal activities; contains “masked” profanity (i.e., F*@&#); is threatening, harassing or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

Use the Offerings in such a way as to infringe or violate another party's right of publicity, right of privacy or intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Offerings);

Promote illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;

Introduce any software viruses or any other computer code, files or programs into our systems that are designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

Pose as another person or entity, or use a wallet to engage in a transaction on the Offerings that is owned or controlled, in whole or in part, by any other person;

Claim a username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting;

Access the Offerings from a different Account or blockchain address if we’ve blocked any of your other Accounts or blockchain addresses from accessing the Offerings, unless you have our written permission first;

Use the Offerings – including through disseminating any software or interacting with any API – in a manner that could damage, disable, overburden, or impair the functioning of the Offerings in any manner;

Bypass or ignore instructions that control access to the Offerings, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Offerings;

Use our Offerings for commercial purposes inconsistent with these Terms of Service or any other instructions;

Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Offerings, extract data, or otherwise interfere with or modify the rendering of Offerings pages or functionality;

Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Offerings, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Offerings;

Sell or resell the Offerings or attempt to circumvent any fee systems;

Engage in behavior that has the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results;

Use the Offerings or data collected from the Offerings for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);

Use the Offerings for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us;

Use the Offerings, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions (defined below); (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (defined below); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction;

Use the Offerings to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;

Access or use the Offerings in a way not expressly permitted by these Terms of Service.

Company is under no obligation to screen or monitor Content, but may review Content from time to time at its sole and subjective discretion. Company will make all determinations as to what Content is appropriate in its sole and subjective discretion. Company may edit or remove any Content at any time without notice.

If we believe you to be in violation of Section 7 of these Terms of Service ("Activities Prohibited by Offerings"), we reserve the right to take appropriate legal or other action, including suspension and/or deletion of your account.

8. No Ideas Accepted

Company does not accept any unsolicited ideas from outside the Company including without limitation suggestions about advertising, promotion or merchandising of our products, additions to our product lines, services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to the Offerings, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.

9. Third Party Materials

The Offerings may display, contain or make available services, content, data, information, applications or materials from third parties (such as Venues), including links to other websites or applications not maintained by Company (collectively, “Third-Party Materials”). Other websites or apps may also reference or link to our Offerings. We encourage you to be aware when you leave our Offerings and to read the terms and conditions and privacy statements of each and every website or app that you visit. We are not responsible for the practices or the content of such other websites or apps. We do not endorse any Third-Party Materials. We are not responsible or liable for, and make no representations as to any aspect of Third-Party Materials, including the content, accuracy, completeness, quality, legality or any other aspect of such Third-Party Materials. You irrevocably waive any claim against the Company with respect to such Third-Party Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-Party Materials.

ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE OFFERINGS FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US.

10. Other Sources of Terms of Service

Certain provisions of these Terms of Service may be superseded by expressly designated legal notices, rules or other terms located on particular pages of the Offerings. In order to participate in or use certain services, promotions that may be run from time to time with respect to the Offerings ("Offer(s)"), you may be required to agree to additional or different terms and conditions ("Additional Terms"). Certain benefits may be modified or not available in connection with an Offer. Your acceptance or redemption of any Offer constitutes your unconditional acceptance of the Additional Terms. If there is an actual conflict between these Terms of Service and any Additional Terms, the Additional Terms shall control and the non-conflicting provisions in these Terms of Service will continue to apply. For the sake of clarity, silence with respect to a particular term in either these Terms of Service or any Additional Terms does not constitute a conflict.

11. No Warranties; limitation of liability

WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE OFFERINGS, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT IN OR AS PART OF THE OFFERINGS. YOUR USE OF THE OFFERINGS (INCLUDING PRIVATE KEY STORAGE) IS AT YOUR OWN RISK. THE OFFERINGS, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE OFFERINGS, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE OFFERINGS. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE OFFERINGS OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OFFERINGS OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. UNDER NO CIRCUMSTANCES WILL COMPANY AND/OR ANY OF ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE, YOUR DATA OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. WE RESERVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION THAT WE DEEM NECESSARY TO COMPLY WITH ANY APPLICABLE LAW, RULE, REGULATION, LEGAL PROCESS OR GOVERNMENTAL REQUEST. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION RELATING TO YOUR ACCOUNT OR TAKEN AS A RESULT OF ANY SUCH DISCLOSURE.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF TEN DOLLAR ($10.00), OR THE AMOUNT YOU PAID THE COMPANY, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE OFFERINGS GIVING RISE TO THE CLAIM.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the amount paid by you, if any, for accessing the Offerings.

12. Indemnification

You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, any breach by you of any of these Terms of Service or applicable law.

13. Compliance with Laws

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Offerings. Without limiting the foregoing, by using the Offerings, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); and (b) you are not subject to, and are not affiliated with anyone who is subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, "Sanctions"). You may not use, export, or re-export any Offerings in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You further covenant that the foregoing shall be true during the entire period of this agreement. We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms of Service. In such cases, we, in our sole and subjective discretion, may disable your Account and block your ability to access the Offerings until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Offerings.

14. Governing law: Dispute Resolution: Class Action Waiver

The laws of the State of New York shall govern these Terms of Service. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms of Service, or the purchase of any products or services ("Claims") shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms of Service, in which case these Terms of Service will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the parties.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Class Action Waiver: YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.

Time Bar: ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE CLAIM.

15. General

15.1. SMS Messaging and Phone Calls. Certain portions of the Offerings may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Offerings, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Offerings. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word “STOP” using the mobile device that is receiving the messages, or by contacting hi@finchnow.com. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

15.2. Changes. All information posted on the Offerings is subject to change without notice. In addition, these Terms of Service may be changed at any time without prior notice. We will make such changes by posting them on the Offerings. You should check the Offerings for such changes frequently. Your continued access of the Offerings after such changes conclusively demonstrates your acceptance of those changes. We reserve the right to withdraw or amend the Offerings, and any service or material we provide via the Offerings, in our sole and subjective discretion without notice. We will not be liable if for any reason all or any part of the Offerings is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Offerings or all Offerings.

15.3. Updating These Terms. We may modify these Terms of Service from time to time in which case we will update the “Last Revised” date at the top of these Terms of Service. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice when you open the App or Website. However, it is your sole responsibility to review these Terms of Service from time to time to view any such changes. The updated Terms of Service will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Service. Your continued access or use of the Offerings after the modifications have become effective will be deemed your acceptance of the modified Terms of Service. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms of Service

15.4. Termination of License and Your Account. If you breach any of the provisions of these Terms of Service, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or access to the Offerings (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms of Service by you, you are prohibited from re-registering for the Offerings under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of your Content. The Company shall not be responsible for the failure to delete or deletion of your Content. All sections which by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Service by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

15.5. Severability. If any part of these Terms of Service shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Service, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

15.6. Waiver; Remedies; Entire Agreement. The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Service by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Service. The rights and remedies of Company under these Terms of Service and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy. The Terms of Service, the Additional Terms, and our Privacy Policy constitute the sole and entire agreement between you and Finch Network, Inc. regarding the Offerings and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Offerings

15.7. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

15.8. International Access. Our Offerings are provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Offerings. We make no representations regarding the legality of this Offerings in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

15.9. Accessibility. If you are having any trouble accessing these Terms of Service or the Offerings, please contact us at hi@finchnow.com

15.10. Privacy. All information we collect via the Offerings is subject to our Privacy Policy, located at https://www.finchnow.com/urban-finch-privacy. By using the Offerings, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Additionally, you acknowledge and agree that transmissions made over the internet are never completely private or secure and that messages or information you send to the Offerings may be intercepted or read by others.

15.11. Accessibility. If you are having any trouble accessing these Terms of Service or the Offerings, please contact us at hi@finchnow.com.

15.12. Questions. Should you have any questions regarding these Terms of Service you may contact us at hi@finchnow.com.