TERMS OF SERVICE

Effective Date: 01-25-22

1. INTRODUCTION

Welcome to Belongly, the only HIPAA-compliant social network and professional resource for United States mental health practitioners and scholars. By registering as a Belongly member or otherwise accessing or using any of our websites or mobile applications, including any and all related services (collectively, the “Services”), you are entering into a legally binding contract with Vertroos Health, Inc. d/b/a Belongly (“Belongly,” “we,” “us,” or “our”). The following Terms of Services (these “Terms”) govern your access to and use of the Services.

As a social network and professional resource, we will receive, store and process personal information about you and other Belongly members. Processing this information is essential to the Services that we provide and a necessary part of our performance of our agreement with you.

By accessing the Services, you acknowledge that you have read and understand these Terms, and that you agree to be bound them. If you do not agree to be bound by these Terms, do not access or use the Services.

2. THE BELONGLY SERVICES
3. Eligibility and Prohibited Activities

By accessing the Services, you agree you are currently 18 years of age or older and a United States psychiatrist, psychologist, counselor, clinician, therapist, clinical social worker or other mental health practitioner or scholar. You also agree that any information you provide to us in connection with your account registration is accurate and complete, and that Belongly may use such information to provide the Services.

Belongly is a United States company. Your information is stored within the United States. The Services are designed specifically for mental health practitioners and scholars in the United States. We do not target users in other jurisdictions and we make no claims that the Services or any associated content is appropriate for users outside of the United States.

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any way that violates any federal, state or local law or regulation or professional rule applicable to you and your use of the Services including, without limitation, those relating to patient privacy, medical care and treatment, including the Health Insurance Portability and Accountability Act (HIPAA), the Physician Self-Referral Law (the Stark law), and/or the Telephone Consumer Protection Act (TCPA).
• In any way that violates or conflicts with any agreement to which you are a party, including any agreement with your employer.
• To transmit any material that does not comply with the “Member Content Standards” outlined below.
• To impersonate another person, or misrepresent your identity or affiliation with any person or entity (e.g., by using an e-mail address, username or caller ID that misrepresents your affiliation).
• In any manner that could disable, overburden, damage, or impair any component of the Services.
• To transmit any “junk mail” or “junk faxes,” “bulk mail” or “bulk faxes,” “chain letters,” “spam,” or any other similar solicitation.
• To engage in any other conduct that inhibits anyone’s use or enjoyment of the Services or which, as determined by us, may harm Belongly or members of the Services.

Additionally, you agree not to:

• Provide, disclose, upload, make available and/or share in any manner protected health information (PHI) of your patients through the Services.
• Re-use or re-publish any content posted or made available through the Services by another Belongly member, without providing appropriate attribution and credit to such other Belongly member.
• Take credit for any content posted or made available by any other Belongly member.
• Copy any of the material made available through the Services for commercial purposes, including through the scraping of content.
• Attempt to obtain unauthorized access to or interfere with the Services, any Belongly computer system, software or network, including through reverse engineering, decompiling, deriving source code or uploading malicious code or code snippets.
• Tamper with, breach or attempt to probe, scan, or test for vulnerabilities in the Services or Belongly’s computer systems, network, security elements, or any other protective measures associated with the Services.
• Use any software, devices, scripts, robots or any other means or process to view, access or “scrape” the Services or otherwise copy information from the Services, or to transmit any communications using the Services including, without limitation, faxes or member messages.
• Reproduce or redistribute content provided through the Services, including through “framing” or “mirroring” or through third parties, without Belongly’s consent.
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source.
• Monitor the availability, performance or functionality of any of the Services for any competitive purpose.
• Deep-link to any of our websites (i.e., linking to a Belongly web page other than the Belongly home page) unless solely to promote your profile or practice on the Services, or as otherwise expressly approved by Belongly in writing on a case-by-case basis.
• Infringe or use any of our brands, logos trademarks or other proprietary marks in any business name, e-mail, URL or other context, unless expressly approved by Belongly in writing.
• Introduce into the Services any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Otherwise attempt to interfere with the proper working of the Services, or any portion thereof.

1. Member Content Standards

You may submit content and other information to the Services (“Member Content”) in a variety of ways, including through your profile, newsfeed, and our communication tools. You agree that you are solely responsible for your Member Content, including its legality, reliability, accuracy, and appropriateness, your Member Content complies with these Terms, and you have all rights in your Member Content as necessary to grant the license granted herein.

You agree that your Member Content will not:

• Contain any PHI.
• Contain any material that is offensive, abusive, defamatory, obscene, threatening or harassing.
• Promote illegal activity or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Contain any material that infringes or violates the rights of any person or entity including, without limitation, intellectual property, publicity or privacy rights, or violates applicable laws, rules or regulations.
• Violate any contractual, legal or ethical obligations to which you are subject.
• Contain advertising or promotions that are not expressly authorized by Belongly in writing.
• Misrepresent your current or past affiliation with another person or entity, or otherwise contain fraudulent, false, deceptive or misleading information.

If you believe that any content displayed on the Services violates your copyright, refer to Section 7 (Claims Regarding Copyright Infringement) for instructions on sending us a notice of copyright infringement.

While Belongly is not responsible for Member Content, it may, but has no obligation to, monitor, review or edit Member Content. In all cases, we reserve the right to remove any Member Content for any or no reason, including Member Content that we determine in our sole discretion violates these Terms, threatens the personal safety of our members or the public, or could create liability for Belongly. We may take these actions without prior notification to you, and shall have no liability as a result of any such action.

1. Use of the Services

The Services are intended for use solely by mental health practitioners and scholars. The information made available through the Services is provided for informational purposes only and is not intended as a substitute for your professional judgment as a mental health practitioner or scholar. You are solely responsible for your decision to use the Services, evaluating the information obtained through the Services, and for your decision to use such information in connection with your treatment decisions and otherwise. Your use of the information obtained through the Services is solely at your own risk, and you agree that Belongly and its licensors are not responsible or liable for any claim, loss, or damage arising from your use of such information.

Belongly is not engaged in the provision of any mental health services to any patient. Belongly does not recommend or endorse any tests, products, services, procedures, opinions, drugs, mental health practitioners and scholars or other information that may be mentioned in the Services, and we assume no responsibility for such information.

1. Services Availability

We make reasonable efforts to keep all of the Services fully operational, however we may encounter technical difficulties or engage in maintenance or updates to the Services that may cause temporary interruptions. We reserve the right, at any time, to modify, suspend or discontinue any Services or functions and features of a Services, without liability to you. You understand and agree that Belongly has no obligation to provide any specific content through the Services and Belongly may, from time to time, remove any content without notice, in our sole discretion.

1. Your Belongly Account

You agree to: (1) choose a strong password, and keep it secure and confidential; (2) not permit others to use your login credentials to access your Belongly account; and (3) refrain from accessing another Belongly member’s account. You agree you are solely responsible for your account. If you believe there has been unauthorized access to your account, you must change your username and password and notify us immediately. To close your account, please contact us at support@belongly.com.

1. Privacy

The Belongly Privacy Policy explains how we collect, use and share personal information in connection with your use of the Services. We encourage you to read our Privacy Policy carefully because by accessing and using the Services in any way, you consent to the handling of your personal information as described in the Belongly Privacy Policy. Note that we may update our Privacy Policy from time to time, as described therein.

1. Third Party Sites

The Services include links to third party web sites (“Third Party Sites”). You are responsible for evaluating whether you want to access or use a Third Party Site, and agree and understand that our inclusion of a link to a Third Party Site in no way constitutes our affiliation with or endorsement of such site or its content. Third Party Sites are governed by their respective terms of service and privacy policies, and we encourage you to review the terms and policies of any Third Party Site before using it.

3. COMMUNICATIONS
4. Member Communication Tools

Members may use the Services to communicate information in a variety of ways including through their profiles, social actions (e.g., liking, sharing or commenting on a newsfeed article), and through our member messaging. We authorize you to use these tools solely for non-commercial purposes, unless otherwise expressly approved by Belongly. You are solely responsible for your interactions with other Belongly members. Belongly reserves the right, but has no obligation, to monitor disputes between you and other members and respond as necessary to enforce these Terms.

Please note that any information you share through your use of the Services (subject to certain privacy settings) will be seen by other Belongly members, and may be used and re-shared by such members on and outside of Belongly, so be mindful as to what you choose to share, and do not share in this manner any content or information that is confidential, that you do not want others to see or use, or that is subject to third party rights. BELONGLY IS NOT RESPONSIBLE FOR A MEMBER’S USE, MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST, UPLOAD, OR TRANSMIT VIA THE SERVICES UNLESS OTHERWISE EXPRESSLY AGREED BY BELONGLY PURSUANT TO A SEPARATE WRITTEN AGREEMENT.

1. Communications from Belongly

By registering as a Belongly member, you agree to receive communications from Belongly related to the Services based the contact information you provide us, including through our messaging tools and e-mail. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may opt-out of receiving certain communications from Belongly as described in our Privacy Policy.

4. OWNERSHIP AND LICENSES
5. Proprietary Rights

The Services, including our websites, mobile apps and their content, features and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Belongly, its licensors, or other providers of such materials, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The name Belongly, the Belongly logo and other Belongly logos and product and service names are the exclusive trademarks of, and are owned by, Belongly, and you may not use or display such trademarks in any manner without Belongly’s prior written permission. Any third party trademarks or service marks displayed on the Services are the property of their respective owners. Your use of the Services grants you no right to reproduce, license or otherwise use any such trademarks, logos or other proprietary marks.

1. License to Use the Services

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicensable license to access the Services for your personal, non-commercial use, unless otherwise agreed by Belongly, and only as permitted by the features of the Services. Any other use of the Services is strictly prohibited and a violation of these Terms. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights in the Services, including any content made available through the Services, and our consent to your use of the Services does not impair those rights in any way. For the avoidance of doubt, you are not granted a right to re-use or re-publish any content made available through the Services including, without limitation, Member Content submitted by other members, without the express written permission of Belongly or such member, as applicable.

1. Your License to Belongly

Unless otherwise agreed by you and Belongly, any original content you submit to Belongly remains your property, and you may choose to make it available to others. By posting, uploading or otherwise submitting content and other information to the Services, you grant Belongly a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, royalty-free, fully-paid up license to copy, prepare derivative works from, improve, distribute, publish, remove, retain, add, process, analyze, index, tag, use and commercialize such content and other information in any media, form or format now known or hereafter developed, in any manner that is consistent with the Belongly Privacy Policy and applicable law. By submitting ideas, suggestions, or other feedback to Belongly, you agree that we can use, share and commercialize such feedback for any purpose without restriction and without any obligation to make any compensation to you.

5.  TERM AND TERMINATION

You may terminate your Belongly account at any time by contacting support@belongly.com. We reserve the right to monitor your use of the Services and to suspend or terminate your use of the Services without notice if we determine that you have breached these Terms. In no event will Belongly be liable for suspension or termination of your use of any of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation, Privacy, Ownership and Licenses, Disclaimers and Limitation of Liability, Indemnity, Choice of Law; Dispute Resolution, and Additional Terms.

6. DISCLAIMERS AND LIMITATION OF LIABILITY
7. Warranty Disclaimer

WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT INFORMATION YOU OBTAIN THROUGH THE SERVICES IS ACCURATE OR COMPLETE. THE SERVICES AND ALL CONTENT, INFORMATION (INCLUDING, WITHOUT LIMITATION, MEMBER PROFILE INFORMATION), TOOLS AND FEATURES MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT.

IF YOU ARE DISSATISFIED WITH THE SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR BELONGLY ACCOUNT.

1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, (I) IN NO EVENT WILL BELONGLY, ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICE OR ANY COMPONENT THEREOF, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) BELONGLY’S AGGREGATE LIABILITY FOR ALL CLAIMS, ACTIONS AND/OR OMISSIONS ARISING FROM OR RELATED TO THE SERVICES AND THE SUBJECT MATTER OF THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING YOU INITIAL CLAIM; AND (III) BELONGLY AND ITS AFFILIATES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS MADE AVAILABLE THROUGH THE SERVICES OR AS A RESULT OF THE USE OF ANY SUCH MATERIALS, PERSONAL INJURY OF ANY NATURE WHATSOEVER RESULTING FROM A MEMBER’S ACCESS TO OR USE OF THE SERVICES, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND BELONGLY UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF OUR AGREEMENT, AND THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

7. CLAIMS REGARDING COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Belongly infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:

1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
6. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please be advised that Belongly will not respond to complaints that do not meet these requirements. If Belongly determines the materials alleged to infringe your copyright or trademark rights do not require removal, Belongly will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located or, if your address is outside of the United States, for any judicial district in which Belongly may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Agent to Receive Notices of Claimed Infringement:

Vertroos Health, Inc. d/b/a Belongly

Attn: Legal Department
964 High House Rd #3011
Cary, North Carolina 27513
support@belongly.com

8. INDEMNITY

You agree to indemnify hold harmless Belongly, its affiliates, officers, agents, employees, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (1) your failure to comply with these Terms, (2) your Member Content, and (3) your use of the Services.

9. CHOICE OF LAW; DISPUTE RESOLUTION

These Terms and the Services, as well as all related disputes, are governed by the laws of the State of North Carolina, without giving effect to its conflict of law provisions, regardless of from where you access the Services. You agree that the exclusive place of jurisdiction for all disputes or claim relating to the Services and/or these Terms is Raleigh, North Carolina, or the United States District Court for the Eastern District of North Carolina, except as otherwise agreed by the parties or as described in the Arbitration Agreement, below.

Please read this section carefully, as it affects your legal rights, including your right to file a lawsuit in court.

The purpose of this section is to describe what will happen if you and Belongly have a dispute that needs to be resolved. If you have an issue with the Services, we encourage you to contact Belongly Member Support at support@belongly.com. If your issue is not resolved by Member Support, you agree that you and Belongly will first discuss the issue informally for at least 60 days before commencing an arbitration action, as described in the arbitration agreement below (the “Arbitration Agreement”). To initiate a discussion, please send your full name and contact information to us at Vertroos Health, Inc. d/b/a Belongly, Attn: Legal Department, 964 High House Rd #3011, Cary, North Carolina 27513, and if we need to contact you we will use the e-mail address associated with your Belongly account. If we are unable to resolve the issue within 60 days, you and Belongly agree that any and all claims that either of us have, whether based on past, present or future events arising out of or relating to these Terms (including the scope and enforceability of this Arbitration Agreement), the Services, and any aspect of our relationship with each other, except for disputes relating to Belongly’s intellectual property (such as trademarks, domain names, trade secrets, copyrights, and patents), must be resolved through binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Arbitration Agreement. Arbitration will be administered by JAMS Mediation, Arbitration, and ADR Services (“JAMS”) in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. Instructions about how to initiate an arbitration and information about the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) are available at www.jamsadr.com or 1-800-352-5267. No arbitration or proceeding can be combined with another without the prior written consent of you, Belongly, and any other parties to the arbitration or proceedings.

PLEASE BE AWARE THAT YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. YOU AND BELONGLY AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.

Notwithstanding the foregoing, you and Belongly agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis, or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

For your convenience, arbitration may be conducted in-person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Raleigh, North Carolina. It is important that you understand that the arbitrator’s decision will be binding and final (except for a limited right of appeal under the FAA) and may be entered as a judgment in any court of competent jurisdiction. Please note that nothing in this Section 9 shall be construed as consent by Belongly to the jurisdiction of any other court with respect to disputes not covered by these Terms.

In accordance with the JAMS Rules, the party initiating the arbitration (either you or Belongly) is responsible for paying the filing fee. However, if the arbitrator issues you an award of damages and (i) that award is greater than the amount of our last written settlement offer, or (ii) if we did not make a settlement offer, then in addition to paying for any JAMS Case Management Fees and all professional fees for the arbitrator’s services, we will reimburse you the filing fees you incurred.

You have the right to opt out and not be bound by this Arbitration Agreement and class-action-waiver set forth in this section by sending written notice of your decision to opt out to the following address: Vertroos Health, Inc. d/b/a Belongly, Attn: Legal Department, 964 High House Rd #3011, Cary, North Carolina 27513. The notice must be sent within 30 days of after first becoming subject to a version of these Terms containing the Arbitration Agreement and waiver; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of arbitration, all other parts of these Terms will continue to apply to you.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

In the interest of promptly resolving issues between us, you and Belongly agree to bring any claim arising out of or relating to these Terms, any policy governing your use of the Services, our relationship, or the use of the Services within one year after a claim arises, otherwise, the claim is waived. This limitation applies regardless of the venue in which such claim is or could otherwise be asserted.

10. ADDITIONAL TERMS
11. Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render these Terms enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.

1. No Waiver

Failure to enforce any part of these Terms is not a waiver of the right to later enforce that or any other part of these Terms.

1. Relationship of the Parties

You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between you and Belongly as a result of these Terms or your use of the Services.

1. Notice

Belongly’s notice to you via e-mail, regular mail or notices, posts, or links on the Services shall constitute acceptable notice to you under these Terms. You must provide any notice to us in writing and send via overnight courier.

1. Assignment

You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of Belongly. Belongly has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third parties to fulfill its duties and obligations under these Terms and in connection with the Services.

1. Changes to these Terms

We reserve the right to modify these Terms and any policies applicable to your use of the Services at any time in our sole discretion. When we make a change, we will post the updated Terms with a new “Effective Date.” We may, and if required by law will, also provide notification of changes in another way that we believe is reasonably likely to reach you, such as by e-mail (if you have an account where we have your contact information) or another manner through the Services. Any modifications to these Terms will be effective upon posting or as otherwise indicated at the time of posting. In all cases, by continuing to use the Services after posting of the updated Terms, you are consenting to the changes. If you object to any changes, you may close your account by contacting support@belongly.com.

1. Entire Agreement

These Terms and the Privacy Policy constitute the entire, complete and exclusive agreement between you and us regarding your use of the Services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

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