FIRST CHAIR TERMS OF SERVICE

Welcome to First Chair!

These First Chair terms of service ("Terms"), govern your use of the Services, our Website and Platform. These Terms constitute a binding and enforceable legal contract between First Chair Labs, Inc. ("Company", "First Chair", "we" or "our") and the end client making use of the Services or Website or purchasing and using the Reports or receiving Purchased Goods via the Services ("You" or "End Client").

By creating your Account or otherwise accessing or using the Platform or Services, you agree to these Terms. You may not use the Services if you (a) do not agree to these Terms, (b) are not at least 18 years of age, or (c) are prohibited from accessing or using the Services by applicable law.

If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.

Please note:

• The Services, Platform, Website and Reports may be subject to additional guidelines, policies, or rules, which will be posted on the Website, including, without limitation and as amended from time to time in accordance with their provisions:
  1. First Chair's Privacy Policy available at https://www.firstchair.app/privacy-policy explains how we collect and process your personal information;
  2. First Chair's Credit Program available at www.firstchair.app/referral-and-credit-program governs your participation in First Chair's Referral and Credit Program, and First Chair's offering of sign-up credits, referral credits, and order-earned credits as a promotional benefit to eligible End Clients in connection with the Credit Program; and
  3. First Chair's Return Policy available at www.firstchair.app/return-policy sets out our policy with respect to refunds.
• THESE TERMS CONTAIN A WAIVER OF THE PARTIES' RIGHT TO TRIAL BY JURY OR PARTICIPATING IN CLASS ACTIONS.
• If you are only a user of the Website and do not access or use the Platform, Services or Reports, then the only provisions of these Terms applying to you will be those concerning the Website and its use.
• If you have entered into an order form or subscription with First Chair, an app store, or an authorized distribution platform that explicitly incorporates the terms of another agreement between you and First Chair, such as a master services agreement, then the provisions of such agreement will govern your access and use of the Services and Platform instead of these Terms.

1. Who We Are; Definitions

1.1 Who We Are. First Chair is an AI-powered digitized interior design services Platform offering, among other things, the generation of Reports and, as a special benefit of the Services, the procurement services for Purchased Goods from Retailers as End Client's purchasing agent, as authorized by the respective End Client.

1.2 Definitions. In these Terms the following definitions have the meaning below:

• "Account" means the online account you register with us, for the purpose of using the Services.
• “Concierge Service Fee” means the service fee charged by First Chair for procurement services in connection with the placement of a Purchased Goods order, calculated per the Concierge Order Parameters in Section 4.4.
• "Content” means any files, data, material and information that you submit, upload and store through the Services, including input used to generate Reports.
• "First Chair Credit” or “Credit” means a noncash benefit recorded in an End Client’s Account under the Credit Program. Sign-Up Credit, Referral Credit, and Order-Earned Credit (as defined in the Credit Program) are separate types of Credit.
• “Order Authorization” means your authorization, provided at the time you approve a Purchased Goods order, appointing First Chair as your limited purchasing agent for that specific order.
• “Order Base” means the post-discount merchandise subtotal for a Purchased Goods order, excluding taxes and delivery charges.
• “Pass-Through Amount(s)” mean amounts that you, as principal, authorize First Chair to collect on your behalf as your agent for prompt remittance to the applicable Retailer solely in payment for the purchase price of Purchased Goods (including taxes and delivery charges imposed by the Retailer).
• "Platform” means the Company’s AI-powered digitized interior design software platform, whether it is made available as a hosted service on a third-party cloud hosting solution, as a downloadable application installed on End Client’s device or environment, or integrated as a feature or function within a Third Party Service.
• "Purchased Goods” mean furniture and home goods sourced from Retailers and facilitated for purchase by the Company, acting solely as purchasing agent on behalf of and as authorized by End Clients via the Platform.
• "Reports” mean reports generated by the Services in integration with 3rd party AI models based on the End Client’s input, suggestions and prompts shared with the Platform, including customized AI-generated design recommendations, cost-to-furnish analyses, or other design outputs delivered to you through the Platform.
• "Retailer” means any third-party furniture store, home goods vendor, or similar merchant through which the Company, as End Client’s purchasing agent, facilitates the purchase of Purchased Goods via the Platform.
• "Services” mean the Company’s products and services offered via the Platform.
• "Third Party Services” mean any service, products, software or application that is provided by a third party, including Third Party Services interoperating with and offering access to the Services, Platform and/or Reports.
• "Usage Data" means data and information derived from End Client's use of the Platform and Services, including statistical data, sales patterns, usage metrics and other analytical data, but excluding Content.
• "Website" means First Chair's website available at www.firstchair.app, as updated from time to time by the Company.

2. The Services; Account; Use Restrictions

2.1 Access and Use; Application License. Subject to Your compliance with these Terms (including the payment of applicable Fees), First Chair grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right, and, with respect to any components or applications installed on End Client's device or environment, a license to (1) use and access the Services and Platform; (2) download, install and use the Platform as an application, solely on devices or environments owned or controlled by you; and (3) access and use the Website, in each of (1), (2) and (3) - solely for your internal personal or business purposes. The Platform and Services are licensed, not sold.

2.2 Account & Communications.

2.2.1 Account. You must register and establish an Account in order to use our Services, and must provide us accurate and complete information in order to create the Account. As part of the Services' functionality, we may allow you to register an Account and log in to said Account by using your credentials with certain of your existing Third Party Service accounts (including Google) ("SSO"), and by registering an Account through SSO you represent that you are entitled to disclose such Third Party Service account login information to the Company and/or grant the Company access to your account with such Third Party Services. You are solely responsible for safeguarding your Account username and password and for supervising the use of your Account and are responsible for activity under the Account.

2.2.2 Communications and Messages. By registering an Account, you consent to receive service-related communications from us by email and, subject to any further consent required by law, text message (SMS). These communications may include your taste profile, design and project updates, and Account, transaction, order, delivery, and billing notices. These communications are part of the Services and are not marketing messages.

Separately, you may provide affirmative consent to receive recurring automated marketing text messages from First Chair at the mobile number you provide. Consent is not a condition of purchasing any Services, Reports, or Purchased Goods. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. You may also contact us to revoke consent. We will honor supported opt-out requests.

You may unsubscribe from marketing emails through the unsubscribe link in the email or by contacting us. We may still send nonmarketing communications concerning your Account, requested Services, or transactions.

You are responsible for keeping your contact information current. Standard carrier terms apply to SMS communications. Our collection and use of communications information is described in our Privacy Policy.

2.3 Use Restrictions. You may not, nor attempt, assist or permit any third party to: (1) copy, modify, alter, translate, emulate, create derivative works (other than Reports) based on, or reproduce the Platform, Website or Services; (2) sell, resell, distribute, make available to third parties, rent or lease the Services or Reports (including offering access to the Platform as part of a time-sharing or service bureau arrangement); (3) reverse engineer, de-compile, decrypt, revise or disassemble the Platform, Services, Website or any part thereof, extract the source code from the Platform or Services, or use the Platform or Services for benchmarking purposes without First Chair's express prior written approval; (4) access or use the Platform, Services or Reports in order to develop, build, train or improve a product or service competing with First Chair; (5) access the Platform, Website or First Chair's systems or environment via any means other than through the interface provided by the Company (or for integrated access, the applicable Third Party Service), or via automated means, including by crawling, scraping, caching or otherwise, or tampering with the Platform's content and security guardrails; (6) use the Platform, Website or the Services to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other malicious or harmful code, file, or program; (7) use the Platform, Website, Services and Reports in contravention of applicable laws, including US export control laws; (8) generate and use Reports in violation of third party rights, including intellectual property rights; (9) make available for commercial resale any Purchased Goods and/or (10) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform or Reports, or use the name, trademarks, trade-names, and logos of First Chair without its prior written consent.

3. Intellectual Property Rights

3.1 Company's Ownership. Other than the Content and the Reports, all intellectual property rights in and to the Platform, Website, Services, related technical documentation (if any) and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with First Chair and its licensors.

3.2 Content License. You grant us and our service providers directly involved in the provision of the Services a worldwide, royalty-free, non-exclusive license to host, copy, modify, create derivative works of and use your Content as required in order to provide you with the Services and generate the Reports. Subject to this limited license, we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content.

3.3 Reports. As between First Chair and you, if First Chair has such rights and they exist under applicable law, and subject to your compliance with these Terms (including payment of applicable Fees), you will own all rights, title and interest in the Reports. First Chair relinquishes to you all rights, title and interest it might have in the Reports, without making any representation or warranty as to the nature of such rights. You acknowledge and agree that due to the nature of machine learning and generative artificial intelligence models, the Reports may not be unique and other users of the Platform providing the same or similar prompts or input may receive the same or similar reports. Therefore, your ownership does not extend to other end clients' reports and outputs. You are solely responsible for verifying the fitness, accuracy, legality, and appropriateness of any Report before using or sharing it with any third party, and should conduct independent human review of the Reports as it deems necessary.

3.4 Open Source. Certain components and repositories of the Platform may be subject to open source licenses. In the event there is conflict between these Terms and the open source license terms governing such components and repositories, the open source license terms will prevail solely with respect to such components and repositories and solely to the extent of the conflict.

3.5 Feedback. If an End Client chooses to provide the Company with any suggestions, comments or any other feedback regarding the Platform and Services ("Feedback"), the Company and its affiliates may use the Feedback at their sole discretion and for any purpose, including improving the Platform and Services, deriving insights from the Feedback and developing new products and services. End Client hereby relinquishes all right, title and interest it might have in the Feedback (if any, without making any representation as to the nature of such right(s)) in favor of the Company. If any moral rights apply, End Client waives them to the fullest extent permitted by law. Company's use of the Feedback will not identify you, your personal information or any individual.

3.6 Usage Data and Anonymized Insights. In the course of your use of the Services and Platform, First Chair may monitor, collect, generate, compile and analyze Usage Data in connection with your use. As between the parties, First Chair owns shall own and you hereby assign to First Chair all right, title and interest in and to the Usage Data. First Chair may use the Usage Data including to: (1) operate, maintain and improve the Platform and Services; (2) develop new products, features and services; (3) generate insights, statistics and analytics regarding such Usage Data; and (4) sharing such insights and Usage Data with Retailers. Company's use of the Usage Data will not identify you, your personal information or any individual.

4. Fees and Payment

4.1 Payment Terms & Taxes. You will pay, and you hereby authorize Company or any of Company's affiliates, app stores, authorized distribution platforms and/or Third Party Service payment providers to charge you with the applicable fees for the Services, including any applicable subscription fees, service fees, Concierge Service Fees, and Reports (“Fees”), as well as any Pass-Through Amounts collected from you as your disclosed payment agent for prompt remittance to Retailers, using your selected payment method(s).

Access to certain features of the Platform may be offered on a paid subscription basis. Additional charges may apply for Reports and certain Services. For Purchased Goods, you will pay, or authorize First Chair to collect on your behalf, the applicable Pass-Through Amounts (reflecting the Retailer’s price for the goods) plus the Concierge Service Fee (reflecting First Chair’s service fee for procuring such Purchased Goods on your behalf). We will disclose applicable Fees and Pass-Through Amounts in advance, including through our Website, Platform, or an order quote. Our subscription plans and related Fees appear in the Plan & Billing Parameters Section below.

Before sending a payment link for a Purchased Goods order, First Chair will provide an order quote showing, as applicable, each item and its price, the Pass-Through Amount, the Concierge Service Fee, First Chair Credit applied, exact delivery charges, exact taxes, every other mandatory charge, and the total amount payable. Any new Order-Earned Credit will be shown separately and will not reduce the order that generated it.

Fees are non-refundable except as required by law or expressly stated in our Return Policy. Pass-Through Amounts are fully refundable if an order is not placed with the Retailer, but otherwise their refundability is subject to the applicable Retailer's terms and policies. We will collect or withhold taxes as required by applicable law.

4.2 Billing Information. You are responsible for providing complete and accurate billing and contact information and for updating us of any changes to such information. Billing may be performed by the Company or any of Company's affiliates, app stores, authorized distribution platforms and/or Third Party Service payment providers.

Payments for Purchased Goods orders may be made either (i) directly by you to the Retailer, where the Retailer’s program permits, or (ii) through First Chair as your disclosed payment agent in accordance with Section 5.3, in which case First Chair collects the Pass-Through Amount from you solely as your agent and promptly remits it to the Retailer on your behalf.

4.3 Acceptance and Placement of Orders.

4.3.1. Subject to any specific provisions with respect with Purchased Goods, your order is an offer to purchase services or goods under these Terms, which we may accept or decline in our discretion. We may correct an evident pricing or calculation error before accepting an order and will provide a corrected quote for your acceptance. Acceptance occurs when we send an order confirmation, or, with respect to Reports, make the Report available to you.

4.3.2. For Purchased Goods, the last quote you accept before payment controls the order. In addition, your submission of an order for Purchased Goods via the Platform constitutes (i) a request for First Chair’s procurement services and (ii) your Order Authorization appointing First Chair as your limited purchasing and payment agent as described in Section 5.3. The sale contract for Purchased Goods forms directly between you and the Retailer when the Retailer accepts your order.

4.4 Fees Changes. Prices for Reports and other one-time products and Services are subject to change, but the price charged will be the price in the accepted order or displayed when you place the order. For Purchased Goods, the Pass-Through Amount is the Retailer’s price at the time the Retailer accepts your order. We may change Fees from time to time. If we increase subscription Fees, we will provide at least 30 days' advance notice, and the increase will take effect on the next renewal, allowing you to cancel if you do not agree.

First Chair savings are dynamic and may differ by End Client, item, Retailer, availability, location, and order. First Chair confirms eligibility, price, and savings only after validating the applicable item and order. A prior display, estimate, quote, or order does not guarantee future eligibility, price, availability, or savings.

4.5 Pass-Through Amounts and Concierge Fees. With respect to Pass-Through Amounts, any trade or member discount and any Retailer's participation or availability are determined solely by the Retailer and may change or end at any time without notice. For the avoidance of doubt, First Chair earns no margin on Purchased Goods; any Retailer-authorized discount is reflected fully in the Pass-Through Amount charged to you. However, First Chair may receive incidental benefits in connection with placing orders, such as payment card rewards; any such benefits are retained by First Chair. First Chair does not undertake to obtain the lowest available price for any item or to secure any particular discount.

The Concierge Service Fee is our compensation for First Chair’s services. It is separate from the Pass-Through Amounts, and applies whether or not any trade or member savings are available for a Purchased Goods order. The Concierge Service Fee is earned upon the Retailer’s acceptance of your order. It is non-refundable, except as set forth in the Return Policy. First Chair's current Concierge Service Fee parameters are detailed below:

4.6 Plan & Billing Parameters. Our current subscription plans, Fees and billing parameters (this "Plan & Billing Parameters" Section) are set out below, as may be updated by us from time to time in accordance with these Terms:

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All subscription Fees are charged at the commencement of the relevant plan's billing period. You can cancel anytime via the Platform or by emailing us at support@firstchair.app, in accordance with these Terms. Refunds will be governed by our Return Policy available at www.firstchair.app/return-policy.

5. Third Party Services; Purchased Goods; Retailers

5.1 Third Party Services. To the extent you use the Platform in combination or integration with any Third Party Services, or use a Third Party Service to access and use the Platform, or use the Platform to access a Third Party Service platform to purchase any Purchased Good(s), you understand and acknowledge that such Third Party Services are beyond First Chair's control and that End Client's use of such Third Party Service is done pursuant to such Third Party Service providers' own agreements, terms and conditions, privacy and other policies. You further acknowledge and agree that the operation of the Third Party Services may impact, or be impacted by, the use and reliability of the Services. End Client's interaction and use of Third Party Services in connection with the Services (including the display of any Purchased Goods) does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by First Chair, or by such third party of First Chair, and nor any affiliation between them. First Chair does not assume any responsibility or liability for any Third Party Services (including any third party AI models, payment processors, furniture retailers or any third party design platform through which the Platform may be accessed), or any third party's terms of use, privacy policies, actions, omissions, or practices.

If you access the Services via a Third Party Service that processes your payment, that Third Party Service provider is responsible for billing and refunds.

5.2 Purchased Goods. The Company may, as an ancillary benefit of the Services, facilitate the purchase of Purchased Goods from Retailers on behalf of End Clients, acting as End Client’s disclosed, limited purchasing agent as described in Section 5.3. First Chair acts solely as a design advisor and, for approved Purchased Goods orders, as your limited purchasing agent in connection with such purchases and does not operate as a retailer, reseller or ecommerce vendor of Purchased Goods. For the Purchased Goods, the Retailer is the seller and you are the buyer. Title to and risk of loss for Purchased Goods pass directly from the Retailer to you, at the time provided in the Retailer’s terms, and never to or through First Chair. The Retailer arranges shipment; First Chair only coordinates on your behalf. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for delays in shipment caused by the Retailers, carriers or events beyond our control. First Chair is not responsible for the quality, safety, condition, legality, labeling or compliance of any Purchased Goods, or for the Retailers' performance under any sale.

The applicable Retailer’s return and warranty policies govern Purchased Goods, and any returned goods go to the Retailer directly. For return, exchange, cancellation, damage, incorrect-item, or delivery requests concerning Purchased Goods, you may contact the Retailer directly per its own policies, or contact First Chair at support@firstchair.app and First Chair will use commercially reasonable efforts to initiate and coordinate the request with the Retailer on your behalf. Processing of returns or the issuance of refunds for Purchased Goods Pass-Through Amounts remains solely with the applicable Retailer. Where you paid the Retailer directly, the Retailer shall refund you directly per its policies. Where First Chair collected any Pass-Through Amounts as your payment agent, any Retailer refund shall be passed through to you in full to your original payment method, less any charges disclosed in the Retailer’s policy. For the avoidance of doubt, First Chair never retains any portion of a Retailer refund. Return of Concierge Service Fees and First Chair Credit will be treated under our Return Policy and Credit Program (respectively). Nothing in these Terms limits a right or remedy that cannot lawfully be limited.

5.3 Per-Order Agent Appointment. By submitting your Order Authorization for a Purchased Goods order, and subject to First Chair's acceptance at its sole discretion, you hereby expressly appoint First Chair as your limited purchasing and payment agent solely for that order, with authority to: (i) place the order with the identified Retailer on your behalf; (ii) collect the Pass-Through Amount from you and promptly remit it to the Retailer as your agent (to the extent you do not pay the Retailer directly), with such funds remaining your property until remitted; and (iii) coordinate delivery and returns with the Retailer on your behalf.

Agency appointment under this Section 5.3 is limited to the specific order and terminates upon completion or cancellation of that order. The agency created by this Section is limited only to the duties and authority expressly stated herein and creates no fiduciary, trust or implied duties.

6. Warranties & Disclaimers

6.1 End Client Warranties and Obligations. You hereby represent and warrant that: (1) you will access and use the Platform, Services and Reports in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries), including applicable export control laws of the United States and elsewhere; and (2) that you have all consents, rights and authority to provide and submit any and all Content provided and submitted by you, including all legal bases and consents required to submit any Content constituting personal data, personal information or personally identifiable information under applicable law.

6.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIRST CHAIR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT DETRACTING FROM THE GENERALITY OF THE FOREGOING, YOUR ACCESS AND USE OF THE PLATFORM, WEBSITE, THE SERVICES AND THE REPORTS IS AT YOUR SOLE RISK. THE PLATFORM, WEBSITE THE SERVICES AND ANY REPORTS ARE PROVIDED BY FIRST CHAIR ON AN "AS IS" AND "AS AVAILABLE" BASIS. FIRST CHAIR DOES NOT WARRANT THAT THE USE OF THE PLATFORM, WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY REPORTS CREATED BY YOU AS A RESULT OF THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, EFFECTIVE, PROPER, LAWFUL, OR OTHERWISE IN ACCORDANCE WITH YOUR EXPECTATIONS.

WITH RESPECT TO PURCHASED GOODS PURCHASED FROM A RETAILER THROUGH THE PLATFORM, FIRST CHAIR DISCLAIMS ALL WARRANTIES RELATING TO SUCH GOODS; ANY WARRANTIES SHALL BE PROVIDED BY THE APPLICABLE RETAILER. FIRST CHAIR FURTHER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THIRD PARTY SERVICES, INCLUDING ANY THIRD PARTY SERVICES VIA WHICH YOU ACCESS AND USE THE SERVICES.

IN ADDITION, YOU ACKNOWLEDGE THAT FIRST CHAIR IS NOT A RETAILER, RESELLER OR ECOMMERCE VENDOR OF PURCHASED GOODS, DOES NOT ENGAGE IN THE BUSINESS OF MONEY TRANSMISSION, AND ACTS SOLELY AS A DESIGN ADVISOR AND LIMITED PURCHASING AGENT ON YOUR BEHALF IN CONNECTION WITH PURCHASED GOODS ORDERS, THAT ALL PURCHASED GOODS ARE SOURCED FROM AND SOLD BY THE APPLICABLE RETAILER, AND THAT PRICING AND SAVINGS FOR PURCHASED GOODS MAY VARY BY END CLIENT, ITEM, RETAILER, PROGRAM, AVAILABILITY, LOCATION, AND ORDER. FIRST CHAIR DOES NOT UNDERTAKE TO PROVIDE THE LOWEST AVAILABLE PRICE OR ANY PARTICULAR DISCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU, IN WHOLE OR IN PART, IF PROHIBITED OR RESTRICTED BY LAW.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN WITH RESPECT TO FRAUD OR WILLFUL MISCONDUCT, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING SECTION 2.3) OR EITHER PARTY'S APPLICABLE FEES AND/OR PASS-THROUGH AMOUNTS PAYMENT OBLIGATIONS:

1. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF USER DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) THE FEES (FOR CLARITY, EXCLUDING PASS-THROUGH AMOUNTS) YOU PAID FOR THE SERVICES AND REPORTS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM; OR (II) $1,000. THE LIMITATION OF LIABILITY HEREUNDER IS CUMULATIVE AND NOT PER INCIDENT.

8. Indemnification

If you are a legal entity or business, you hereby agree to defend and indemnify Company, its affiliates and their respective directors, officers, employees, contractors, app stores, authorized distribution platforms and vendors against any and all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Content or your use of the Reports infringes any intellectual property rights of a third party; or (ii) arising out of or relating to your violations of these Terms or applicable laws.

This Section 8 does not apply to End Clients who are individual consumers.

9. Term and Termination

9.1 Term. Your subscription under Terms commences on the date you first accept them via one of the methods set out in the preamble and will continue until terminated in accordance with their provisions.

9.2 Renewal. Subscriptions are offered on monthly, quarterly or 6-month plans, as set out in your subscription plan and in the Plan & Billing Parameters Section of these Terms. Each plan is charged in full and upfront at the time of purchase and again upon each renewal. Your subscription will automatically renew for successive periods equal to the then-current subscription period (for example, monthly plans renew monthly, quarterly plans renew quarterly, and 6-month plans renew every 6 months), unless either party notifies the other, at least 24 hours before the last day of the current subscription period, of its intent not to renew. Upon your initial subscription and each renewal, the Company will charge your payment method the applicable Fees for the next period, and your subscription will continue to renew until either party cancels or terminates in accordance with these Terms.

9.3 Termination. You may cancel your subscription, stop using our Services and delete your Account at any time. You may cancel the subscription (or provide a non-renewal notice under Section 9.2) via the Platform or by email support@firstchair.app. Likewise, we may suspend or terminate your access to the Services at any time in our sole discretion, provided we will make commercially reasonable efforts to provide you with prior notice in case of such unilateral termination or suspension, including detailing the reason thereof. Termination of your subscription under these Terms shall not affect your right to receive access to the Platform for your remaining paid-for subscription period or to Reports already paid-for prior to such termination. For Purchased Goods orders not yet placed with the Retailer at termination, any Pass-Through Amounts and unearned Concierge Service Fees will be refunded. For orders already placed with Retailers, the sale shall continue under the Retailer’s applicable terms. If we unilaterally terminate your subscription (other than for your breach of these Terms), we will refund you with a pro-rated portion of prepaid subscription Fees for the period following the termination date.

9.4 Survival. The provisions of these Terms that, by their nature and content, must survive termination in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, Sections 1.2, 2.3, 3, 4 (with respect to accrued payment obligations), 5, 6.2, 7-8, this Section 9.4, 10 and 11, and Sections 1-2, 4-6 and 8 of the Credit Program will survive the termination or expiration of the Terms.

10. Publicity

In case End Client is a legal entity or business, End Client acknowledges and agrees that, following End Client's purchase of a Report, Company has the right to use End Client's name and logo to identify End Client as a customer of Company or user of the Platform, on Company's Website, marketing materials or otherwise by public announcements. The publication of any additional content related to the End Client's use of the Platform and Reports (other than mere reference to the End Client as set forth above), such as case studies and success stories, shall require End Client's prior written consent (not to be unreasonably withheld or delayed).

This Section 10 does not apply to individual consumer End Clients.

11. General

11.1 Headings. All headings in these Terms are provided solely for convenience and will not be used in their interpretation.

11.2 Export Control. The Services and Reports may be subject to export control laws and regulations of the United States and other jurisdictions. You will not access or use the Services or Reports, or permit another to do so, in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export control restrictions. You further represent that you are not located in, organized in, or a resident of, and will not access or use the Services from, any jurisdiction subject to comprehensive United States sanctions, and that you are not identified on any United States government denied party or sanctions list.

11.3 Amendments. We may update these Terms from time to time by posting an updated version on the Website. Changes will become effective when posted on the Website. Notwithstanding, for updates materially and adversely affecting your rights, we will give you at least 30 days advance notice via email or an in-Platform notification. You must stop using the Services if you disagree with the changes. By continuing to use our Services after changes are posted or notified, you agree to the updated Terms. Changes apply prospectively and do not change an accepted order quote or reduce earned First Chair Credit except through a disclosed expiration under the Credit Program (with respect to Credit) or a return, refund, chargeback, fraud, abuse, or error correction permitted by applicable law.

11.4 Severability. If any part of these Terms or any of First Chair's policies which apply to you is deemed by court or under applicable law to be unlawful, invalid, void or for any reason unenforceable, then that provision or part deemed unlawful, invalid, void or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties. To the extent the original intent of the parties cannot be met this way, then the relevant unlawful, invalid, void or unenforceable provision or part shall be deemed to be severable from the rest of these Terms or the applicable policy and shall not affect the validity and enforceability of any of the remaining provisions of these Terms and applicable policies.

11.5 Waiver. No waiver by First Chair of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms. Any waiver will only be valid if made in writing.

11.6 Relationship. Nothing in these Terms shall be construed as creating any agency (subject to First Chair's limited appointment under Section 5.3), employment, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise, employment or agency relationship between you and Company.

11.7 Entire Agreement. These Terms contain the entire agreement between Company and you relating to your use of the Services, Platform and Reports and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that in accepting these Terms, you have not relied on any representation except as has expressly been made by Company in these Terms.

11.8 Governing Law and Jurisdiction. These Terms are governed by the laws of the state of New York, excluding rules as to choice and conflicts of law, and the courts in New York County, New York, will have exclusive personal jurisdiction and venue. TO THE FULLEST EXTENT PERMITTED BY LAW, you and the Company are hereby each waiving the right to trial by jury or to participate in a class action. Furthermore, you and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

11.9 Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms, and any attempt to do so will be void. We may freely assign these Terms or any of our rights or obligations under these Terms.

11.10 No Third Party Rights. There are no third-party beneficiaries to these Terms, including Third Party Service providers.

11.11 Notices. We may provide notices to you by (i) sending an email to the address associated with your Account or (ii) posting to the Website or Platform. Notices sent by email are effective when sent; notices posted are effective upon posting. To provide notice to us, you must email support@firstchair.app. It is your responsibility to keep your email address current.