“USLOOT Equipment” shall be defined as any server, firewall, database or other equipment on which the USLOOT Platform is hosted and which is owned or controlled by USLOOT.

“Receipt” shall be defined as the instant at which any portion of your Personal Information, is detected or received by the USLOOT Equipment from a communication path (for example, a wired and/or wireless communication path or link) over which your Personal Information is transmitted by a Subscriber or User that is authorized to access or use the Services.

“Delivery” shall be defined as the instant at which any portion of your Personal Information, is transmitted by the USLOOT Equipment and enters a communication path (for example, a wired and/or wireless communication path or link) over which the Personal Information is transmitted to a third party that is authorized to access or use the USLOOT Platform.

I. AGREEMENT

By using the USLOOT Platform, you agree to the following Terms and Conditions as well as our Privacy Policy. If you are the legal guardian of a person who is at least thirteen (13) years of age but less than eighteen (18) years of age and who uses the Services, you agree to the following Terms and Conditions and our Privacy Policy on behalf of your child or children. You may not use the USLOOT Platform, or allow your children to use the USLOOT Platform, unless you agree to the following Terms and Conditions and our Privacy Policy. Use of the USLOOT Platform by children under the age of thirteen (13) years is prohibited.  

These Terms and Conditions, as well as our Privacy Policy, may be modified by us at any time. If we make such a modification, we will notify you of the modification by posting a notice of such modification on a user interface of the USLOOT Application, or through other communications to you. Additionally, you should check the Site for the current version of this Agreement every time you use the USLOOT Platform. If you use the USLOOT Platform after the Terms and Conditions and/or Privacy Policy have been modified, you are indicating that you agree to be bound by such modifications. 

II. DEFINITIONS

II.1 "Customer Content" means any information, data, content, media (video, images, text, scripts, etc.) that is uploaded, posted or otherwise provided to the USLOOT Platform by Customer, including any and all location information (e.g. geolocation information) financial information (e.g. credit card information, etc.), account information and profile information (e.g. username, password, and any other information you provide to USLoot associated with your account) your name, your email address, your address, contact information, online payment service information (e.g. account numbers, associated email addresses, etc.) nicknames, handles, avatars, IP address, and any other information Customer provides to the USLOOT Platform together with all metadata related thereto.

II.2 “Loot” refers to a prize of a stated amount of money less the costs associated with providing payment to you which you may receive from USLOOT as a result of finding Loot while using the USLOOT Application. 

II.3 “Loot Payment Number” means an identification code that USLOOT may provide to Customer when Customer obtains Loot that may be used by USLOOT to identify particular Loot. 

II.4 "USLOOT Content" means any information, data, content, media (video, images, text, scripts, etc.) that is uploaded, posted, downloaded, delivered or otherwise provided to a Customer (whether or not displayed) from the USLOOT Application and shall include any and all of content and metadata related thereto which becomes a part of the USLOOT Application, including all Treasure, treasure boxes, Loot, etc.  

II.5 "USLOOT IP" means any and all intellectual property now existing or developed in the future that is owned, controlled, conceived, created, and/or reduced to practice by USLOOT or its licensors, including without limitation any and all trade secrets, know-how, copyright rights, algorithms, software, and patent rights (whether pending or otherwise) on the USLOOT Platform, or that arises from or is associated with the USLOOT Platform.

II.6 "Modifications" shall include any modifications, improvements, or derivative works made to Customer Content and USLOOT Content using the USLOOT Platform in a manner that (i) does not incorporate or integrate USLOOT Content with Customer Content, and (ii) does not transform the Customer Content or USLOOT Content into a form that cannot without modification be readily displayed, executed, rendered, played back or viewed by any third party platform, or can be executed without further modification by any third party software.

II.7 "Site" means the USLOOT website, www.usloot.com, together with all associated paths, folders, subdomains, parameters, values, as well as all associated user interfaces and/or portals that are made available to Customer to access or use the USLOOT Application, including all Site Content associated therewith.

II.8 "Site Content" means any information, data, content, or database associated with the Site (whether or not displayed) including without limitation any and all text, graphics, sounds, videos, images, logos, buttons, icons, databases, and any other media of any type now existing or developed in the future that has been included with or uploaded to the Site.

II.9 "Software" means any computer code, computer program, script, subroutine, patch, executable file, machine-readable code or human-readable source code associated with the USLOOT Platform.

II.10 “Treasure” means a coupon, free gift, promotion, reward, or any other beneficial offer made by a third party to you as a result of you finding or receiving a Treasure Box via the USLoot Application.    

II.11 "USLOOT Application" means USLOOT's proprietary online software-as-a-service application known as USLOOTSM which provides its users with an interactive treasure hunt experience that allows users to search for Treasure and Loot and shall include all USLOOT Content, as well as all Software and all services associated with the application, including but not limited to all treasure boxes, Loot, uploaded content, etc. and all USLOOT IP associated with same.

II.12 “USLOOT Platform” means USLOOT Application and the Site, together with all content and metadata associated therewith.

III. LICENSE AND LIMITATIONS

III.1 USLOOT License Grant. USLOOT hereby grants to Customer, and Customer hereby accepts from USLOOT, a limited, non-exclusive, non-assignable, non-transferable, non-sublicenseable, worldwide, revocable license (hereinafter, the "License") for Customer to access, download, install, use, interact with and display the USLOOT Platform for non-commercial, personal purposes. In furtherance of the foregoing, it is expressly agreed and acknowledged by the Parties that the License is subject to the terms and conditions herein.

III.2 Ownership. USLOOT owns the USLOOT Application (Customer Content uploaded thereto excluded), the Site, the US LOOT Content and USLOOT IP. Customer acknowledges and agrees that the USLOOT Application and the Site, including all USLOOT Content and USLOOT IP, are licensed to Customer and not sold. Subject to the terms and conditions of this Agreement, Customer acknowledges and agrees that USLOOT and/or its licensors shall retain on an exclusive basis the entire right, title, and interest in and to any and all of the USLOOT Application, the USLOOT Content and the USLOOT IP; provided, however, that except for the license set forth below in Section 3.4, in no event shall USLOOT or any of its licensees acquire any rights, title or interest in and to the Customer Content.

III.3 Limitations of License Grant. Customer acknowledges and agrees that it shall not without the prior written consent of USLOOT (i) use the USLOOT Platform for any commercial use, including, but not limited to, advertising, promotion, or otherwise using the USLOOT Application to generate income, commercial benefit, or other financial benefit (excluding LOOT and Treasure) to you or to any third party who engages you for such purpose; (ii) reproduce, distribute, decompile, or disseminate to third parties, or modify, make derivative works of, reverse engineer, disassemble or decompile to discover the source code of any Software, or exploit the USLOOT Platform or the USLOOT IP for any purpose whatsoever; (iii) remove any product identification, copyright, or other notices embedded within the USLOOT Platform; (iv) share your usernames or passwords with any third party, or otherwise permit a third party to access your account; (v) sublicense, relicense, provide, lease or lend the USLOOT Platform to any third party, or use the USLOOT Platform for third-party timesharing or service bureau purposes; (vi) copy or download excessive quantities of information or scrape, batch harvest, upload, or in any other way reproduce information, data, or USLOOT Content for any purpose including without limitation aggregating information or performing analytics thereon; (vii) use the USLOOT Application to breach the rights of any third party; or (viii) use the USLOOT Application in connection with any pornographic, defamatory, or obscene product or service, or prurient interest.  

III.4 Providing Customer Content / Customer Content Warranty. Customer may post, upload, submit, transmit or otherwise provide Customer Content to the USLOOT Application and/or the Site in any form or medium (e.g., text, documents, images, audio content, video content, logos, brand names, trademarks, etc.) including, without limitation, usernames, passwords, nicknames, addresses, pictures, avatars, location information, and/or information related thereto. Subject to the terms and conditions of this Agreement, Customer hereby grants to USLOOT an exclusive, non-assignable, non-sublicenseable, fully paid-up, royalty-free license to store, make copies of (for reasonably necessary back-up, disaster recovery, and performance troubleshooting and optimization purposes only), generate Modifications from, display, host, or download the Customer Content that USLOOT receives from Customer for the limited purpose of developing, managing, maintaining, and otherwise making the USLOOT Application available to Customer, and for providing analytics, de-identified Customer Content, and/or aggregation services to third parties. Customer further authorizes USLOOT to provide Customer Content to third parties for advertising purposes and to allow third parties to provide Treasure to Customer. Customer represents and warrants that (i) Customer is the original author, owner, and/or is otherwise authorized to contribute the Customer Content to USLOOT; (ii) that the Customer Content is accurate to the best of Customer’s knowledge; (ii) using the Customer Content in association with the USLOOT Application as provided herein does not violate any rights of any third party, to include any intellectual property rights of such third party; and (iii) that Customer Content does not contain, and Customer will not otherwise upload, any malicious software to the USLOOT Application and/or the Site. Customer acknowledges and agrees that Customer is responsible for Customer’s use of the USLOOT Application, including all activities, conduct and communications with or via the USLOOT Application, and for the consequences of such use, activities, conduct and communications.

III.6 Rights to Monitor and Audit. USLOOT shall have the right, but not the obligation, to monitor and audit Customer's access to and use of the USLOOT Application to ensure compliance with this Agreement. Such monitoring and audit shall be performed remotely and shall include without limitation the right to monitor Customer’s use of the USLOOT Application. USLOOT may suspend Customer's access to the USLOOT Application if it reasonably suspects that (i) the terms of the License have been violated, (ii) Customer has materially breached this Agreement, or (iii) any other prohibited use of the USLOOT Application has been undertaken by Customer and/or under Customer’s account. Any suspension of Customer's access to the USLOOT Application shall not limit or waive USLOOT's rights to terminate this Agreement in accordance with Article X of this Agreement.

IV. PROVIDING THE USLOOT PLATFORM

USLOOT shall use commercially reasonable efforts to make the USLOOT Platform available to Customer. Customer understands and agrees that the USLOOT Platform, including any features, content, etc., may be modified by USLOOT without notice to Customer. Customer shall be solely responsible for the selection, use and expense related to any and all telecommunications, internet access, cellular data networks, internet service providers, and any other services and equipment used to access the USLOOT Platform including without limitation, all computers, personal devices, smart phones, tablets, servers, operating systems, web browsers, etc. (collectively "Systems and Equipment"). Except to the extent caused by the willful misconduct of USLOOT (but not including USLOOT’s determination, at its sole discretion, not to support any systems or equipment), USLOOT shall have no liability with respect to Customer's inability to access the USLOOT Application due to Customer's Systems and Equipment. USLOOT shall use commercially reasonable efforts to address problems or correct errors regarding the USLOOT Platform that are brought to USLOOT's attention, subject to the occurrence of a Force Majeure Event set forth Section 12.13 of this Agreement. Any problems or errors that Customer experiences should be reported to the USLOOT Help Desk at: support@USLoot.com.  

V. HOSTING

USLOOT shall itself or through a duly authorized third party, host in a secure manner using commercially reasonable protection measures commensurate with the software and hosting industries, the USLOOT Platform, together with any and all databases associated therewith, to enable USLOOT to provide the USLOOT Platform. This may include hosting Customer Content on third-party servers. USLOOT shall employ commercially reasonable security measures to keep Customer Content confidential and secure, including relying upon the commercially reasonable efforts of any third parties who host such Customer Content.

VI. DISCLAIMER OF WARRANTY

THE USLOOT PLATFORM IS PROVIDED "AS-IS," AND USLOOT DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE USLOOT PLATFORM AND USLOOT IP, INCLUDING WITHOUT LIMITATION ANY AND ALL: (I) WARRANTIES CONCERNING UNINTERRUPTED OR ERROR-FREE ACCESS OR USE OF THE USLOOT PLATFORM, OR THE ACCURACY OF ANY USLOOT CONTENT OR RESULTS OBTAINED THROUGH USE OF THE USLOOT PLATFORM; (II) WARRANTIES OF TITLE; (III) WARRANTIES OF NON-INFRINGEMENT; AND (IV) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USLOOT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES ASSOCIATED WITH ANY TREASURES PROVIDED TO THE CUSTOMER VIA THE USLOOT APPLICATION.

THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, FAILURE TO RECEIVE THE BENEFIT OF ANY TREASURE, FAILURE TO RECEIVE ANY LOOT, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY, INOPERABILITY OR TRANSMISSION, COMPUTER VIRUS, MALICIOUS SOFTWARE, CYBER-ATTACK, COMMUNICATION FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, BUT SHALL NOT APPLY TO ANY DAMAGES OR INJURY CAUSED BY THE WILFULL MISCONDUCT OF USLOOT. CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT USLOOT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CUSTOMER.

VII. TREASURE; THIRD PARTIES ASSOCIATED WITH USLOOT PLATFORM 

VII.1 No Responsibility for Treasure. Customer acknowledges and agrees that Treasure is provided by third parties over whom USLOOT has no authority or control. Customer acknowledges and agrees that USLoot is not responsible for any Treasure made available to Customer via the USLOOT Platform and that USLOOT will not provide any benefits associated with Treasure to Customer.  

VII.2 No Responsibility for Content of Treasure. Customer acknowledges and agrees that USLOOT is not responsible for any offensive, pornographic, defamatory, or obscene content associated with Treasure or for any malicious software that may be associated with Treasure.  

VII.3 Links to Third Party Websites. The USLOOT Platform may contain links to websites that are under the control of third parties. USLOOT is not responsible for the content of any linked website and does not represent that the content of any linked website is true or harmless or that any products and/or services described on any linked website are of acceptable quality. Customer assumes all risk associated with following any links to third party websites provided in the USLOOT Platform. 

VII.4 Other Users of USLOOT Platform. Customer acknowledges and agrees that USLOOT is not responsible for content uploaded by other users of the USLOOT Platform, including content that may be offensive, defamatory, pornographic, or obscene. Customer acknowledges and agrees that USLOOT is not responsible for any dispute between Customer and any other user or users, arising from or associated with Customer’s use of the USLOOT Platform, including, but not limited to, disputes over Loot, Treasure, etc.

VIII. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM THE WILLFUL MISCONDUCT OF USLOOT, IN NO EVENT SHALL USLOOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, INVASION OF PRIVACY, FAILURE TO RECEIVE LOOT, FAILURE TO RECEIVE THE BENEFIT OF TREASURE, INJURIES, CLAIMS ARISING FROM THIRD PARTIES’ USE OF THE USLOOT PLATFORM, UNAUTHORIZED DISCLOSURE OF CUSTOMER CONTENT, OR FOR INTERRUPTED USLOOT PLATFORM, OR FROM ANY DEFECT, ERROR, OR MALFUNCTION OF THE USLOOT PLATFORM, EVEN IF USLOOT HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.  

EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATION TO INDEMNIFY USLOOT UNDER ARTICLE IX OF THIS AGREEMENT AND WITHOUT LIMITING ANY OTHER RIGHTS, REMEDIES, LIMITATIONS, OR RESTRICTIONS IN THIS AGREEMENT OR UNDER LAW, A PARTY WILL NOT BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF LIABILITY FOR ANY AMOUNT, REGARDLESS OF THE NUMBER OF CLAIMS ALLEGED, IN EXCESS OF TWENTY-FIVE DOLLARS.

IX. INDEMNIFICATION

Customer shall defend, indemnify and hold harmless USLOOT, its affiliates and service providers (of hosting services) and their respective officers, directors, employees, agents, and representatives for all damages, costs, liabilities, and expenses (including reasonable attorneys' fees) settlements or judgments arising out of a claim by a third party that: (a) the Customer Content infringes, misappropriates, or otherwise violates the rights, including intellectual property rights, of a third party, including third parties associated with Customer; or (b) arises from Customer’s violation of this Agreement.

X. TERMINATION

X.1 Termination. USLOOT may suspend, cancel or terminate Customer’s access to the USLOOT Platform at USLOOT’s sole discretion and without notice to Customer for the following reasons: a) if USLOOT suspects that Customer has breached this Agreement in any way; (b) if Customer’s account is inactive for one year; (c) USLOOT suspects that Customer is misusing the USLOOT Application in any way; (d) USLOOT suspects that Customer is using the USLOOT Platform for an unlawful purpose; or (e) USLOOT determines that it needs to terminate Customer’s account to protect the USLOOT Platform or any other user of the USLOOT Platform.  

X.2 Access to Treasure and Loot: USLOOT has no obligation to provide any Treasure or Loot to Customer, including providing access to such Loot and Treasure after Customer’s use of the USLOOT Platform has been suspended, cancelled or terminated. USLOOT will not reimburse Customer for any Treasure, Loot or any other benefit associated with Customer’s account that Customer cannot access or use at any time, including any Treasure, Loot, or other benefits to which Customer loses access as a result of a cancellation, suspension or termination of Customer’s account by USLOOT.

XI. LOOT PAYMENT

XI.1 Loot Payment. In the event that Customer finds, locates, or otherwise becomes eligible to receive Loot, USLOOT may send Customer payment equivalent to the amount of the Loot reflected in the USLOOT Application. USLOOT may deliver the Loot to an address provided by Customer within the United States. Alternatively, may transfer the funds to Customer using an online payment service (e.g. PayPal, etc.) acceptable to USLOOT and for which USLOOT has information (e.g. account number, email address, etc.) needed to transfer payment of Loot to Customer. USLOOT has the right to reduce the amount of Loot paid to Customer by the costs associated with making payment of the Loot to Customer (e.g. online payment service fees, processing fees, shipping costs, etc.). If USLOOT sends payment for the Loot through the mail, USLOOT will use reasonable efforts to mail such payment to Customer within two weeks of receiving an address for such payment. USLOOT may provide payment to Customer in any form acceptable to USLOOT, including pre-paid credit cards, checks, online payment services etc. USLOOT may restrict delivery to the name you provide for payment and may require you to sign for the Loot. You may be required to produce identification to prove that you are the addressee of the Loot. You may not receive the Loot if you cannot produce identification for the name you provide to USLOOT.     

XI.2 Unpaid Loot Payment. Customer understands that USLOOT is under no obligation to provide the Loot to Customer and that USLOOT’s payment of Loot is a completely voluntary act by USLOOT. Customer acknowledges and agrees that Customer may not rely on receiving payment for the Loot and that Customer has no entitlement to actually receiving Loot. Customer may contact the USLoot Help Desk at support@USLOOT.com if Customer believes that the Loot was not sent by USLoot. Customer should be prepared to provide the Loot Payment Number in Customer’s communication to the help desk. Customer acknowledges and agrees that USLoot will not send payment for Loot more than one time, even if the payment was stolen, delivered to the wrong person, delivered to the wrong address, wired to the wrong online payment account (e.g. PayPal, etc.), returned to USLOOT by USPS as not delivered, etc. Customer further acknowledges and agrees that USLoot will not pay for any Loot that USLOOT did not intend to issue, including Loot that results from unauthorized use of the USLOOT Platform, such as by hacking, etc.   

XII. GENERAL

XII.1 Safe and Legal Use of the USLOOT Platform. At all times while using and/or interacting with the USLOOT Application, Customer agrees to act in a safe and legal manner and never to engage in any conduct which may possibly (whether forseeable or not) injure or otherwise harm (e.g. bodily injury, reputational injury, emotional distress, etc.) a third party, including other users of the USLOOT Platform as well as unassociated third parties. Customer agrees to never trespass or otherwise violate the rights of any third party when using and/or interacting with the USLOOT Platform. Customer agrees never to encourage any other user of the USLOOT Platform to violate these Terms and Conditions. Customer agrees to use the USLOOT Platform in a safe manner, never to use the USLOOT Platform while driving an automobile or otherwise navigating the roadways, and to be aware of Customer’s surroundings at all times while using the USLOOT Platform. Customer acknowledges and agrees that Customer’s use of the USLOOT Platform is done at Customer’s risk and that Customer accepts sole responsibility for any damages that result from Customer’s use of the USLOOT Platform, including damages to third parties that arise from such use. 

XII.2 Dangerous/Illegal Location of Loot or Treasure. USLOOT will use reasonable efforts not to place Treasure or Loot in an improper location, including dangerous locations (e.g. in streets, construction sites, areas with high crime rates, etc.), locations on private property, etc. or to place Treasure or Loot at a location that may require Customer to enter an improper location. However, USLOOT may, from time to time, unintentionally place Loot or Treasure at or near a dangerous location, a location on private property, etc. Customer acknowledges and agrees that Customer will avoid all dangerous areas, private property, etc. while using the USLOOT Application, regardless of where any Loot or Treasure is located, and will never attempt to obtain Loot or Treasure that is located in an improper location.   

XII.3 Compliance with Applicable Law. The Parties shall at all times comply with all applicable laws and regulations in connection with its use of the USLOOT Platform.

XII.4 Modification of this Agreement. Customer may not modify the terms of this Agreement except by a written agreement executed by USLOOT. USLOOT may modify the Terms and Conditions of this Agreement as well as the Privacy Policy at any time and will attempt to notify Customer of such modifications. USLOOT may from time to time provide new services (e.g. new functionality, etc.) which Customer may download and/or use subject to any applicable fees and to the then-current version of this Agreement and subject to further modification by USLOOT.

XII.5 No Third Party Beneficiaries. This Agreement shall inure to the benefit of and shall be binding upon the Parties' and their respective permitted successors and assigns. There are no third party beneficiaries to this Agreement.

XII.6 Severability/Waivers. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable law while preserving its original intent. The invalidity, illegality or unenforceability of any part of this Agreement shall not render invalid, illegal or unenforceable the remainder of this Agreement. Additionally, no waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purposes stated in such writing.

XII.7 Assignment. This Agreement may not be assigned or transferred by Customer, including by operation of law, without the prior written consent of USLOOT. USLOOT may freely assign this Agreement to its survivors, successors, assigns, merging entities, affiliates, purchasers, etc.

XII.8 Counterparts/Electronic Completion. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one contract. Additionally, this Agreement may be executed electronically via any means that demonstrate electronic acknowledgement to the terms of this Agreement, including by clicking a box or button labeled “I Agree,” or similar, which is provided along with this Agreement (or a link hereto) and which shall serve as the signature of Customer.    

XII.9 Choice of Law and Forum. This Agreement shall be governed and interpreted in accordance with the laws of the State of South Carolina without regard to conflict of law principles. Notwithstanding the Parties’ obligation to arbitrate disputes arising from this Agreement, any litigation arising out of or connected to this Agreement shall be brought in a court of competent jurisdiction in Charleston County, South Carolina. 

XII.10 Survival. The provisions of this Agreement, which by their terms or nature extend beyond the termination of this Agreement (including without limitation Sections 3.4, 11.2, 12.11, Articles VI – IX, and this Section 12.8), shall survive expiration or termination of this Agreement regardless of the cause of such termination.

XII.11 Customer Depiction, Identification and Likeness. Customer grants USLOOT a limited, non-exclusive right to place the avatars, photographs, username, and similar identifying Customer Content on the USLOOT Platform, including the right to advertise the USLOOT Platform with the Customer Content.  

XII.12 Arbitration. Any claim or dispute, whether in contract, tort, statute or otherwise (including the interpretation and scope of this Arbitration provision, and the arbitrability of the claim or dispute), between you and USLOOT or our employees, agents, successors or assigns, which arises out of or relates to the USLOOT Platform, including any use thereof, this Agreement or any resulting transaction or relationship (including any such relationship with third parties who do not sign this contract) shall, at your or USLOOT’s election, be resolved by neutral, binding arbitration and not by a court action, regardless of the value of the claim. “Arbitration” refers to a process in which parties submit disputes to a neutral third person or persons for a decision on the merits, rather than submitting claims through courts or a formal judicial process. If federal law provides that a claim or dispute is not subject to binding arbitration, this Arbitration provision shall not apply to such claim or dispute. Any claim or dispute is to be arbitrated by a single arbitrator. Your claim or claims are to be arbitrated on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a class action. The Party seeking arbitration may choose to arbitrate pursuant to rules of the American Arbitration Association (www.adr.org), JAMS (www.jamsadr.org), to conduct the arbitration except to the extent that such rules (e.g. minimum limits for arbitration, etc.) conflict with this provision, including imposing limits on the minimum amount in controversy. You may get a copy of the rules of an arbitration organization by contacting the organization or visiting its website. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law and the applicable statute of limitations. The arbitration hearing shall be conducted in Charleston County, South Carolina. Each party shall be responsible for its own attorney, expert and other fees, unless awarded by the arbitrator under applicable law. If the chosen arbitration organization's rules conflict with this Arbitration agreement, then the provisions of this Arbitration agreement shall control. Any arbitration under this Arbitration Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et. seq.) and not by any state law concerning arbitration. Any award by the arbitrator shall be in writing and will be final and binding on all parties, subject to any limited right to appeal under the Federal Arbitration Act. 

XII.13. Force Majeure. If either Party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder for any reason beyond such Party's reasonable control, including but not limited to, strike, lockouts, labor troubles, governmental or judicial actions or orders, riots, insurrections, war, acts of God, inclement weather, or other reason beyond the Party's control (a "Force Majeure Event") then such Party's performance shall be excused for the period of the disability. The Party affected by the Force Majeure Event shall notify the other Party of such Force Majeure Event as provided for herein.

XII.14 Relationship of the Parties. Nothing in this Agreement shall be deemed to create any type of agency, joint venture, or partnership between Customer and USLOOT. Neither Customer nor USLOOT shall have any right or authority to bind or obligate the other in any manner to any third party.