Terms and Conditions

Last Updated 05/26/2021

IMPORTANT PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE

CONTINUING

Welcome to Twisted Clay, LLC (“Twisted Clay”, “us”, “our” or “we”). We

produce content, videos, training materials, products, services and/or

other materials (collectively along with our titles, features, content,

software, updates, audio content, video files, downloadable content, add-

ons, and/or modified versions, “Content”), made available on our websites,

which includes without limitation twistedclayonline.com among others

(collectively the “Site(s)”), and various mobile applications (“Apps”). These

terms and conditions (collectively, the “Terms” or “Agreement”) define

your rights and obligations related to our Sites, Apps, and Content, your

purchase, use, or downloading of any of our Content, services or offerings,

participation in our events or promotions, and more generally use any of

our other products or services (collectively with the Content, Apps, and

Site, the “Services”).

THIS AGREEMENT ALSO CONTAINS A BINDING INDIVIDUAL

ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION

BELOW. IF YOU ACCEPT THIS AGREEMENT, YOU AGREE TO RESOLVE

DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE

RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS

ACTION. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS. PLEASE

REVIEW THEM CAREFULLY. YOU MAY HAVE A TIME-LIMITED RIGHT TO

OPT OUT.

1. Agreement

By using our Services, you agree to be bound by the terms of this

Agreement. By entering into this Agreement, you are confirming you are

an adult of legal age, you understand and accept this Agreement, and you

are legally and financially responsible for all actions using or accessing the

Services. If you are under the legal age of majority, your parent or legal

guardian must consent to this Agreement. If you (or your parent or legal

guardian) do not or cannot agree to the terms of this Agreement, you may

not use our Services.

This Agreement is a legal agreement between you and us and it describes

the terms and conditions for using the Services. In addition, by agreeing to

this Agreement, you are also expressly agreeing and acknowledging that

various third-parties may be exercising some of our rights on our behalf

under the Agreement. By accepting and agreeing to this Agreement, you

are also agreeing to our Privacy Policy, which is expressly incorporated in

full into this Agreement. Our Privacy Policy describes the types of data we

collect from you and your devices, how we use your data, and the legal

bases we have to process your data.

By accepting and agreeing to this Agreement, you are also agreeing to all

other agreements, terms and conditions of the third-party platforms used

to access, download, store, and/or use the Services. Please review those

third parties’ terms, policies, and agreements carefully. We are not

responsible for the terms, policies, disclosures or actions of any third-

party platforms.

We may modify these Terms at any time, and if we do, we will notify you

by email or by posting the modified Terms. Please review any modified

Terms before you continue using the Services. If you continue to use the

Services, you are bound by the modified Terms. If you do not agree to be

bound by the modified Terms, then you may not use the Services. By

using any of our Services, you represent that you are at least 18 years old,

and that all information you submit is correct

If you breach these Terms we may take action against you, including but

not limited to terminating your Account and/or disabling your access to

the Services. You acknowledge that we have no obligation to, and will not,

reimburse or refund you for Services or other purchases and/or

downloads lost due to involuntary suspension or termination of your

Account.

2. License Grant

Subject to these Terms and your compliance therewith, Twisted Clay

grants to you a personal, nonexclusive, nontransferable, non-

sublicensable, revocable, limited right and license to download, play, listen

to, display, and use the Content solely for your permitted use within the

Services (collectively, the “License”). “Content” means the audio and/or

video recordings, text, software, scripts, graphics, photos, sounds, music,

videos, audiovisual combinations, communications, interactive features,

works of authorship of any kind, or other materials that are generated,

provided, or otherwise made available through the Services.

The rights granted to you under the License are subject to these Terms

and your full compliance with the Terms, and you may only make use of

the License if you comply with all applicable Terms. The Content is

licensed, not sold, to you, and you hereby acknowledge that no title or

ownership in the Content is being transferred or assigned to you and the

Terms should not be construed as a sale of any rights in the Content.

Twisted Clay retains all right, title, and interest to the Content, including,

but not limited to, all copyrights, trademarks, trade secrets, trade names,

proprietary rights, patents, titles, computer codes, audio files, MP3 files,

video files, audiovisual files, themes, characters, character names, stories,

dialog, settings, artwork, sounds effects, musical works, and moral rights.

Twisted Clay has the right to remove some or all of the Content from the

Sites or Apps at any time for any reason.

The Content is protected by U.S. copyright and trademark law and any

other applicable intellectual property laws and treaties throughout the

world. You acknowledge that all copyrights and other intellectual property

rights in the Services are owned by us or our third-party licensors to the

full extent permitted under the United States Copyright Act and all

international copyright laws and all other applicable laws. All rights in

product names, trade names, logos, service marks, trade dress, slogans,

product packaging, and designs of our Content and Services, whether or

not appearing in large print or with the trademark symbol, belong

exclusively to us or our licensors and are protected from reproduction,

imitation, dilution, or confusing or misleading uses under national and

international trademark and copyright laws.

The Content may not be copied, reproduced, altered, modified, or

distributed in any manner or medium, in whole or in part, without prior

written consent from Twisted Clay. All rights not expressly granted under

this Agreement are reserved by Twisted Clay.

3. License and Use Conditions; Community Guidelines (Code of

Conduct)

You agree that you are responsible for your own conduct while using our

Services and/or accessing our Content, and for any consequences

thereof. You may not do or attempt to do any of the following with

respect to the Services, Content, or any parts thereof (Code of Conduct):

 use the Services, Content, or any parts thereof commercially or for a

promotional purpose, or otherwise commercially exploit same;

 distribute, lease, license, sell, rent, display, or otherwise transfer or

assign the Content, or use them in a way that is not expressly

authorized in the Terms;

 make a copy of any Content, or any part thereof, or otherwise make

same available on a network for use or download;

 modify or delete any portion of the Content, or any audio-video files

made available therein;

 use the Services, Content, or any parts thereof to promote or

endorse any third party causes, ideas, Web sites, products or

services;

 re-produce, edit, re-transmit, redistribute, or in any way repurpose

the Content, or any audio-video files made available therein;

 remove, disable, circumvent, or modify any proprietary notice or

label or security technology included in the Content;

 use the Services, Content, or any parts thereof to infringe or violate

the rights of any third party, including but not limited to any

intellectual property, publicity, or privacy rights;

 use, export, or re-export the Services, Content, or any parts thereof

in violation of any applicable law or regulation.

 bypass, remove, deactivate, descramble, or otherwise circumvent

any technological measure implemented to protect the Content, or

Services;

 delete, obscure, or in any manner alter any attribution, warning, or

link that appears in the Services, or Content;

 discrimination or make discriminatory comments of any form or

manner, including without limitation on the basis of race, gender,

religion, sex, gender identity, age, disability, ethnic origin, or sexual

orientation when using our Services;

 disparage, defame, name-call, or engage in any form of intimidation

against another user, including swearing or use of any other

inappropriate or offensive language, or making offensive or

insensitive remarks of any kind when using our Services;

 make or post any sexually explicit remarks or images, or engage in

any act of sexual misconduct, including but not limited to sexual

innuendo, sharing sexually explicit content, or making offensive or

inappropriate advances or comments to other users when using our

Services;

 reveal personally identifying information of other users or infringe

on the privacy of other users when using our Services;

 harassing, stalking, spamming, or making any other inappropriate

comments or actions towards other users when using our Services;

 violate any applicable law or regulation; or

 encourage or enable any other individual to do any of the foregoing.

We reserve the right to discontinue providing our Services or any parts

thereof, and to require that you cease accessing or using same at any time

for any reason, including without limitation if you violate the Code of

Conduct in any way.

You agree that your use of the Services is at your own risk, and that you

will not use the Services to violate any applicable law, regulation, policies,

or instructions as outlined in these Terms and you will not encourage or

enable any other individual to do so.

You also understand and agree the Content, videos and accompanying

materials necessarily require physical activity. By voluntarily participating

in this program you assume all risk of injury. Without limiting the

generality of the foregoing, you understand and acknowledge that there

are risks of physical injury, or even death, associated with any physical

activity, including the Twisted Clay program and that, in addition, certain

medical conditions may be aggravated or made worse by physical activity

(collectively, “Risks”). You assume any and all risk and danger incidental to

the use of the videos and any other materials offered by Twisted Clay,

including but not limited to, the foregoing Risks and the way you perceive

and utilize the information conveyed in the Twisted Clay videos. You agree

to consult with your physician, before commencing the exercise program

shown in the Twisted Clay materials, and you agree not to participate in

Twisted Clay programs with any medical condition, including, but not

limited to, a history of heart disease, that poses a direct threat to the

health or safety of yourself or others and that Twisted Clay shall not be

liable for any injury resulting from or arising out of, participating in the

Twisted Clay exercise program or from the Risks. You also understand that

Twisted Clay encourages you to exercise and eat a healthy, well-balanced

diet on your own to supplement the Twisted Clay exercise program, and

that you, not Twisted Clay, assume all risks and responsibilities for your

own actions, safety, health, performance, well-being, and any

complications or injuries which may arise when exercising or eating on

your own.

Under no circumstances and under no legal theory, tort, contract, strict,

liability, or otherwise, shall Twisted Clay or any related companies be

liable to you or any other person for any indirect, special, incidental,

damages for lost profits, loss of goodwill, work stoppage, accuracy of

services, content or results, computer failure or malfunction, or damages

resulting from the Content, Services or any parts thereof.

You also agree to indemnify and hold harmless Twisted Clay and its

officers, employees, agents, representatives, affiliates, subcontractors,

members and assigns, against any and all claims, disputes, demands,

actions, suits, damages, liabilities, obligations, losses, settlements,

judgements, costs and expenses (including without limitation attorneys’

fees and costs) made or entered into against us that arise out of, relate to

or are the result of your actions, contents and communications related to

our Services. Similarly, if you have a dispute with any third party relating

to your use of our Services, you release Twisted Clay (and our officers,

directors, agents, subsidiaries, joint ventures, and employees) from all

claims, demands, and damages (actual and consequential) of every kind

and nature, known and unknown, suspected and unsuspected, disclosed

and undisclosed, arising out of or in any way connected with such

disputes.

4. User Comments and Feedback

We and our Services may offer various opportunities to interact and share

your opinions and thoughts with us and others, or via various forum,

social media pages, or via other community initiatives. However, please

note that the opinions or views expressed, or statements made via posts,

user comments, feedback, “wiki” entries, online chat, or via other features

(collectively referred to herein as “User Comments”), do not reflect the

opinions or views of Twisted Clay.

We do not review, edit or modify User Comments. However, we reserve

the right to remove or modify any User Comments for any reason. By

sharing User Comments and accepting the terms of this Agreement, you

acknowledge that we may make such deletions or changes without notice

to you, nor is any such change or removal subject to review, appeal or

revocation.

We may also, from time to time, publicly share or redistribute User

Comments on our Site, in our Content, or through other media or social

media channels, press releases, or promotional and marketing materials.

You hereby grant us a non-exclusive, perpetual and irrevocable right and

license us to use your User Comments in connection with our Podcasts

and Services.

Similarly, if you provide us with any Feedback, you hereby grant us a non-

exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable,

sublicensable, transferable, and assignable license to use, reproduce,

distribute, modify, adapt, prepare derivative works based on, publicly

perform, publicly display, make, have made, use, sell, offer to sell, import,

and otherwise exploit any and all Feedback for any purposes, for all

current and future methods and forms of exploitation. “Feedback” means

suggestions, comments, ideas, and all other types of information that you

provide, publish, or otherwise communicate directly or indirectly to us

that relates to our Content and/or Services.

5. Accounts.

In order to access or use some of the Services or access the Content, you

may be required to first register with us. If you are under the age of

eighteen (18), then you are not permitted to register as a user or submit

personal information to us.

If you register for any feature that requires a password and/or username,

then you agree that: (i) You will not use a username (or email address) that

is already being used by someone else, may impersonate another person,

belongs to another person, violates the intellectual property or other right

of any person or entity, or is offensive; (ii) You will provide true, accurate,

current, and complete registration information about yourself in

connection with the registration process and, as permitted, to maintain

and update it continuously and promptly to keep it accurate, current, and

complete; (iii) You are solely responsible for all activities that occur under

your account, password, and username – whether or not you authorized

the activity; (iv) You are solely responsible for maintaining the

confidentiality of your password and for restricting access so that others

may not access any password protected portion of the Service using your

name, username, or password; (v) You will immediately notify us of any

unauthorized use of your account, password, or username, or any other

breach of security; and (vi) You will not sell, transfer, or assign your

account or any account rights.

We will not be liable for any loss or damage (of any kind and under any

legal theory) to you or any third party arising from your inability or failure

for any reason to comply with any of the foregoing obligations. We may

reject the use of any password, username, or email address for any other

reason in our sole discretion. If any information that you provide, or if we

have reasonable grounds to suspect that any information that you

provide, is false, inaccurate, outdated, incomplete, or violates these

Terms, or any applicable law, then we may suspend or terminate your

account. We also reserve the more general and broad right to terminate

your account or suspend or otherwise deny you access to it or its benefits

– all in our sole discretion, for any reason, and without advance notice or

liability.

6. Subscription Services and Other Purchases

You may be able to purchase additional Content, gift cards, offerings,

merchandise, and other items offered through the Services. Unless

specifically allowed and authorized by our Refund Policy, all purchases,

including without limitation of any gift cards, Content, or other offerings,

are final and we are not able to offer any refunds. In addition, some of

our Services and/or Content offerings may be made available by us solely

in connection with your agreement to purchase a subscription to such

offerings (“Subscription Services”) for a set period (e.g., monthly or yearly

subscription term) (“Subscription Period”). We may offer a number of

different packages or variations of Subscription Services, including in

some instances a limited free trial period (“Free Trial”), which will be

posted on our Sites and/or Apps. Following the completion of the

Subscription Period and/or Free Trial, your Subscription Services will

automatically renew for the same Subscription Period at the then-current

standard rates for access to the same Subscription Services, unless and

until they are cancelled or changed by you within 24 hours prior to the

end of the current period.

By subscribing to a Subscription Service or purchasing any Content, you

confirm that you are at least 18 years of age, that all information you

submit is true and correct (including all credit card information), and that

you are the authorized holder of the credit card. If you choose to cancel a

Subscription Service, you can continue to use the features of your

Subscription Service following cancellation until the end of your

Subscription Period. You will not be charged for the Subscription Service

again unless you reactivate. Payments for Subscription Services are non-

refundable and there are no refunds for partial Subscription Periods.

We may change the price of a Subscription Service, introduce new

subscription plans, or remove plans from time to time. By continuing to

use the Subscription Service, you indicate your acceptance of such

subscription price or plan change. If you do not agree with a subscription

price or plan change, do not continue to use the Subscription Service.

Subscription Services may not be redeemed for cash, sold or transferred

to another user.

Once you enter and submit your payment information, you expressly

agree and authorize us and/or our third party payment processor to

immediately charge your credit card or debit card (or other approved

facility) in an amount equal to the total purchase price. You also expressly

authorize and agree that we and/or our third party payment processor is

authorized to automatically charge your payment method for any one-

time fees and/or Subscription Services. You acknowledge and agree that

we do not need to obtain any additional authorization from you for any

automatic and/or recurring payments.

Some Subscription Services may be offered by third parties in conjunction

with the provision of their own products and services. We are not

responsible for the products and services provided by such third parties.

You are not authorized to access any Subscription Services unless you

have opened a subscription account and paid the appropriate fee. You

may not assist anyone else in accessing Subscription Services on an

unauthorized basis, including by sharing your access credentials or

providing any content or other materials that you obtained through

Subscription Services to third parties. You are responsible for maintaining

the confidentiality of your access credentials and for all usage or activity

on your Subscription Services accounts, including the use of Subscription

Services by any third party authorized by you to use your access

credentials. Such responsibility expressly includes any purchases made or

other charges incurred on your credit card in connection with your use (or

an authorized third party’s use) of the Subscription Services. In the event

of any fraudulent, abusive or otherwise illegal activity on your Subscription

Services accounts, we may, in our sole discretion, terminate those

accounts and refer you to appropriate law enforcement agencies. You

may be responsible for damages from any such fraudulent, abusive, or

otherwise illegal activity.

7. Disclaimers and Limitation of Liability

DISCLAIMER: ALL INFORMATION, CONTENT, SERVICES, AND MATERIAL

AVAILABLE IN THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE

FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY AND ALL

WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING

ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE. WE DO NOT WARRANT THE NON-INFRINGEMENT OF ANY

INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO ITS VIDEOS OR ANY

OTHER TWISTED CLAY MATERIALS. FURTHER, TWISTED CLAY DOES NOT

WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE

ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE VIDEOS

OR ANY OF THE OTHER MATERIALS ON OR AVAILABLE THROUGH, ITS SITE

OR OTHERWISE RELATING TO SUCH VIDEOS OR MATERIALS OR ON ANY

SITES LINKED TO THIS SITE

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO

WARRANTY THAT (1) THE SERVICES WILL OPERATE PROPERLY, (2) THAT

THE SERVICES WILL MEET YOUR REQUIREMENTS, (3) THAT THE

OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, BUG FREE, OR

ERROR FREE IN ANY OR ALL CIRCUMSTANCES, OR (4) THAT ANY DEFECTS

IN THE SERVICES CAN OR WILL BE CORRECTED. ANY WARRANTY AGAINST

INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE

UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPARABLE STATUTE

IS EXPRESSLY DISCLAIMED. THIS PARAGRAPH WILL APPLY TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

NO WARRANTIES: TWISTED CLAY SHALL NOT BE RESPONSIBLE FOR ANY

PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY

WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example,

your web service provider service, Stripe payment services, PayPal

payment services, your software and/or any updates or upgrades to that

software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE

AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY

RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER

THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR

DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR

USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR

ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE

VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY

OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY

RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE

COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS

SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE,

IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR

ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS

SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF

THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF

CONSISTENT WITH THE COMPANY’S REFUND POLICY.

LIMITATION OF LIABILITY: YOUR PURCHASE AND/OR USE OF THE SERVICES

AND CONTENT IS AT YOUR OWN RISK. WE DO NOT WARRANT THAT YOUR

ABILITY TO ACCESS THE SERVICES OR CONTENT WILL BE TIMELY, SECURE,

UNINTERRUPTED OR DEFECT-FREE. IN NO EVENT WILL WE NOR OUR

AFFILIATES BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT

LIMITED TO LOST PROFITS, LOSS OF BUSINESS, PROCUREMENT OF

SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OR LOSS OF DATA, OR

BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF

LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT ARISING IN

ANY WAY OUT OF PURCHASE OR USE OF THE CONTENT OR SERVICES. IN

NO EVENT WILL YOU BE ENTITLED TO A REFUND OR CHARGEBACK FOR

THE CONTENT OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TWISTED

CLAY AND ITS AFFILIATES LICENSORS AND DISTRIBUTORS SHALL NOT BE

LIABLE IN ANY WAY FOR ANY LOSS OF PROFITS OR ANY INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY

DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

OR THE CONTENT OR SERVICES, OR THE DELAY OR INABILITY TO USE OR

LACK OF FUNCTIONALITY OF THE CONTENT OR SERVICES, TORT

(INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT

LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR

OTHERWISE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, THE AGGREGATE LIABILITY ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT OR THE CONTENT OR SERVICES

WILL NOT EXCEED THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) FOR

THE CONTENT OR SERVICES DURING THE TWELVE (12) MONTHS

IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN

IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

8. Indemnity

This section only applies to the extent permitted by applicable law. If you

are prohibited by law from entering into the indemnification obligation

below, then you assume, to the extent permitted by law, all liability for all

claims, demands, actions, losses, liabilities, and expenses (including

attorneys’ fees, costs and expert witnesses’ fees) that are the stated

subject matter of the indemnification obligation below.

You agree to indemnify, pay the defense costs of, and hold Twisted Clay,

its licensors and distributors, its and their affiliates, and its and their

employees, officers, directors, agents, contractors, and other

representatives harmless from all claims, demands, actions, losses,

liabilities, and expenses (including attorneys’ fees, costs, and expert

witnesses’ fees) that arise from or in connection with (a) any claim that, if

true, would constitute a breach by you of this Agreement or negligence by

you, or (b) any act or omission by you in using the Services. You agree to

reimburse Twisted Clay on demand for any defense costs incurred by

Twisted Clay and any payments made or loss suffered by Twisted Clay,

whether in a court judgment or settlement, based on any matter covered

by this Section 8.

9. Termination

We reserve the right to terminate your right to access and use the Services

and/or Content if you violate these Terms or any other terms or policies

referenced herein, or if you otherwise create risk or possible legal

exposure for us.

10. Governing Law and Jurisdiction

This Agreement shall be construed and enforced in accordance with the

laws of the State of Texas, United States of America, without reference to

the principles of conflict of laws of any jurisdiction (including those of the

State of Texas). For any disputes deemed not subject to binding individual

arbitration, as provided in the section immediately below, you agree to

submit to the exclusive jurisdiction and venue of the state and federal

courts in Travis County, Texas, and you agree to waive any jurisdictional,

venue, or inconvenient forum objections to such courts.

11. Links to Third Party Sites

Our Services may provide links to other websites operated by third

parties. Because we have no control over third-party websites, we are not

responsible for the availability of those websites and do not endorse and

are not responsible or liable for any content, advertising, services,

products, or other materials on or available from such websites. We shall

not be responsible or liable, directly or indirectly, for any damage or loss

caused or alleged to be caused by or in connection with the use of or

reliance on any content, advertising, services, products, or other materials

on or available from such websites. These Terms of Use do not apply to

your use of third-party websites; your use of such websites is subject to

the terms and policies of the owner of such websites. We strongly advise

you to read the terms and conditions and privacy policies of any third

party web sites or services that you visit.

12. Digital Millennium Copyright Act (DMCA) Notices;

We respect the intellectual property rights of others. To the best of our

knowledge, the Content that appears on our Services does not infringe the

copyrights of others. If you believe that your work has been copied in a

way that constitutes copyright infringement by any content or material on

our Services, please provide the following information in writing to us for

further detail:

1. A physical or electronic signature of a person authorized to act on

behalf of the copyright owner.

2. A description of the material that you claim 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, like the site URL of the material.

3. Information so that we can contact you, such as address, telephone

number and electronic mail address.

4. A statement that you (the complaining party) have 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.

5. A statement that the information in the notification is accurate and,

under penalty of perjury, that you are the copyright owner or are

authorized to act on behalf of the owner of a copyright that is

allegedly infringed.

If you believe that we improperly removed or disabled content or

materials you posted, uploaded or submitted to the Services, please

provide the following to us for further detail:

1. Your physical or electronic signature.

2. A description of the materials that have been removed or to which

access has been disabled and the location at which the material

appeared before it was removed or access to it was disabled.

3. A statement under penalty of perjury that you have a good faith

belief that the material was removed or disabled as a result of

mistake or misidentification of the material to be removed or

disabled.

4. Your name, address and telephone number, and a statement that

you consent to the jurisdiction of the Federal District Court for the

judicial district in which the address is located, and that you will

accept service of process from the person who provided notification

of the alleged infringement.

13. Amendments of this Agreement

We may issue an amended Agreement, Privacy Policy, or other related

agreements at any time in our sole discretion by posting the amended

Agreement, Privacy Policy, or related agreement on our website or by

providing you with digital access to amended versions of any of these

documents. If any amendment to this Agreement, Privacy Policy, or

related agreement is not acceptable to you, you may terminate this

Agreement and must stop using our Services. Your continued use of the

Services will demonstrate your acceptance of the amended Agreement,

14. No Assignment

You may not, without the prior written consent of Twisted Clay, assign,

transfer, charge, or sub-contract all or any of your rights or obligations

under this Agreement, and any attempt without that consent will be null

and void. We, however, may at any time assign, transfer, charge, or sub-

contract all or any of its rights or obligations under this Agreement.

15. International Users

Our Services are controlled and operated by us from within the United

States of America, and is intended for use only by residents of the United

States. We make no representations or warranties that the content or

materials of the Services are appropriate or lawful in any foreign

countries, or that any items or subscriptions offered for sale through the

Services will be available outside the United States. Those who choose to

access the Services from other locations do so on their own initiative and

are responsible for compliance with local laws, if and to the extent local

laws are applicable. You may not use, export or re-export any content

downloaded from the Services or any copy or adaptation of such content,

in violation of any applicable laws or regulations, including without

limitation United States export laws and regulations.

16. Who May Use Our Services

Unless stated otherwise for a particular Service, children are not allowed

to use the Services or access the Content. A child is a person under 18

years old. To the extent permitted under applicable law, Twisted Clay

declines any responsibility regarding any activities conducted by a child

with or without the permission of a parent. If you are a parent and you

give your permission for your child to register for one of the services, you

thereby agree to the terms relating to use of the services by your child.

17. Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS,

INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION

PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL

BASIS ONLY.

Arbitration is an alternative dispute-resolution procedure that allows us to

resolve issues without the formality of going to court. If you live in the

United States or another jurisdiction which allows you to agree to

arbitration, you and Twisted Clay agree to arbitrate all Disputes (defined

below) regardless of whether the Dispute is based in contract, statute,

regulation, ordinance, tort (including fraud, misrepresentation, fraudulent

inducement, or negligence), or any other legal or equitable theory, except

that each party retains the right: (a) to bring an individual action in small

claims court and (b) to seek injunctive or other equitable relief in a court

of competent jurisdiction to prevent the actual or threatened

infringement, misappropriation, or violation of a party’s copyrights,

trademarks, trade secrets, patents, or other intellectual property rights.

In the event of any dispute, controversy, or difference, arising among or

out of, or in relation to, or in connection with the interpretation or

performance of this Agreement or any of the terms hereof, or a breach

hereof (“Dispute”), the parties hereto shall promptly conduct informal

discussions and negotiations in good faith with a view to resolve such

Dispute effecting as nearly as possible the intent and purposes of this

Agreement. Any resolution of such Dispute shall be set forth in a writing

signed by the parties.

If such Dispute cannot be satisfactorily resolved by the Parties themselves

through friendly consultation within a period of thirty (30) calendar days

after notice by you to Twisted Clay of a Dispute, you or Twisted Clay may

commence an arbitration in accordance with this Agreement.

The parties will jointly appoint a single arbitrator who has at least ten (10)

years of experience in the active practice of commercial and intellectual

property contracts. If the parties cannot agree on the appointment of a

single arbitrator, it is agreed that the matter may be submitted to the

American Arbitration Association (“AAA”) by either party for the

appointment of an arbitrator meeting the requirements set forth above.

The procedures for appointment (if matter is submitted to the AAA as

indicated above) and the conduct of the arbitration shall be in accordance

with the AAA procedures and rules.

The language to be used in the arbitral proceedings will be English. You

and Twisted Clay agree that whether a dispute is subject to arbitration

under this Agreement will be determined by the arbitrator rather than a

court. Any decision or award will include a written statement stating the

decision of each claim and the basis for the award, including the

arbitrator’s essential factual and legal findings and conclusions. Judgment

upon the decision or award rendered by the arbitrator may be entered in

any court having jurisdiction thereof.

Twisted Clay will pay its arbitration costs as required by the Arbitration

Rules and, in the event that you are able to demonstrate that the costs of

arbitration will be prohibitive as compared to the costs of litigation, we will

pay as much of your arbitration filing and hearing fees as the arbitrator

deems is necessary to prevent the arbitration from being cost-prohibitive

as compared to the cost of litigation. Each side shall pay his, her, or its

own attorneys’ fees and costs unless the claim(s) at issue permit the

prevailing party to be paid its fees and/or litigation costs, in which case the

arbitrator shall award fees or costs as required by the applicable law.

This Binding Individual Arbitration section survives any termination of this

Agreement. Further, although we may revise this Agreement, Privacy

Policy, or other related agreements at our discretion, we not have the

right to alter this agreement to arbitrate or the rules specified herein with

respect to any Dispute once that Dispute has accrued. If any part of this

Binding Individual Arbitration section is deemed invalid, unenforceable, or

illegal, then the balance of this arbitration provision shall remain in effect

and be construed in accordance with its terms as if the invalid,

unenforceable, or illegal provision had not been included.

18. Class Action Waiver.

THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE IN SECTION 17 OF

THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

Neither You nor Twisted Clay shall be entitled to join or consolidate

disputes by or against other individuals or entities, or to arbitrate any

dispute in a representative capacity, including, without limitation, as a

representative member of a class or in a private attorney general capacity,

in connection with any Dispute. Further, unless both you and we agree,

the arbitrator may not consolidate more than one person’s claim. The

arbitrator may award any individual relief or individual remedies that are

permitted by applicable law, but to the maximum extent permitted by

applicable law, may not award relief against Twisted Clay respecting any

person other than you.

19. Your 30-Day Right to Opt Out

You have the right to opt out of and not to be bound by the Binding

Individual Arbitration of section 17 and Class Action Waiver of section 18

of this Agreement. To exercise this right, you must send written notice of

your decision to the following address: Twisted Clay, LLC,  Attn: Legal,

441 E. Northwest Hwy, Grapevine, TX 76051.

Your notice must include your name, mailing address, date you first

purchased the Subscription Service and/or Content, and state that you do

not wish to resolve disputes with us through arbitration. To be effective,

this notice must be postmarked or deposited within 30 days of the date

on which you first purchased the Subscription Service and/or Content

unless a longer period is required by applicable law; otherwise you will be

bound to arbitrate disputes in accordance with this Agreement.

You are responsible for ensuring that we receive your opt-out notice, so

you may wish to send it by a means that provides for a delivery receipt. If

you opt out of these arbitration provisions, we will similarly not be bound

by them with respect to Disputes with you.

20. Miscellaneous

Waiver: Failure of Twisted Clay to enforce at any time or for any period of

time any of the provisions hereof shall not be construed to be a waiver of

such provision or our right to enforce each such provision and no waiver,

if granted, shall be continuing. No waiver of any term or condition of this

Agreement shall be valid or binding on us unless the same shall have been

set forth in a written document, specifically referring to this Agreement

and duly signed by Twisted Clay.

Entire Agreement: This Agreement sets forth the entire agreement

between you and us with respect to the subject matter hereof, and

supersedes and replaces any and every other prior or contemporaneous

agreement, understanding or negotiation that may have existed between

you and us to the extent that any such Agreement relates to the subject

matter hereof.

Severability: If, but only to the extent that, any provision of this Agreement

is declared or found to be illegal, unenforceable, or void, then the parties

shall be relieved of all obligations arising under that provision, it being the

intent that this Agreement will be deemed amended by modifying the

provision to the extent necessary to make it legal and enforceable while

preserving its intent. If that is not possible, it shall be substituted with

another provision that is legal and enforceable and achieves the same

objective. If the remainder of this Agreement is not affected and is capable

of substantial performance, then the remainder shall be enforced to the

extent permitted by law.

Assignment: Twisted Clay shall have the right to assign this Agreement

and all or any part of our rights hereunder to any person, firm or

corporation, and this Agreement shall be binding upon and inure to the

benefit of our successors, licensees and assigns. This Agreement the

rights and obligations hereunder may not be assigned by you.