GOTHAM’S TERMS OF USE

INTRODUCTION

Thank you for shopping with Gotham! We retail third-party branded products (so defined below “Third Party Providers”) through the Store (the “Store”) with verified consumers (“Consumers”). This Terms of Service Agreement (“Agreement”) describes the terms and conditions that govern your use of Gotham and its associated services and products, and constitutes a legal, binding agreement between you, Gotham CAURD LLC dba Gotham, and its subsidiaries, affiliates and partners (collectively, “Gotham”).

THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND GOTHAM TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

GOTHAM SERVICES AND WEBSITE

Your use of the “Gotham Services” consists of the website, mobile application and the services provided by Gotham and Brands (as defined below). You may access services Gotham provides through Gotham’s website located at https://www.gotham.nyc/, or other related Brand websites, where use of the websites may include ordering and receiving medical or adult-use cannabis and cannabis accessories that are Gotham’s or another Brand’s via on-demand delivery from the Store (“Delivery Services”), providing Delivery Services as an employee or independent contractor of a licensed Retailer (“Driver”), or any other services provided or facilitated by Gotham including, without limitation, lead generation, logistical support, and customer engagement (collectively, the “Service”). Together, the Service and the Application are known as Gotham Services.

ACCEPTANCE OF THIS AGREEMENT

By using, accessing, or conducting business on Gotham’s websites and mobile applications, you hereby expressly acknowledge and agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use Gotham Services. In addition to reviewing this Agreement, please review Gotham Privacy Policy (“Privacy Policy”) which incorporated by reference herein. If you do not agree to abide by Gotham Terms, you automatically opt out of and are prohibited from using Gotham Services. If you violate the provisions of Gotham Terms, Gotham may, in its sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of Gotham Services in whole or in part. By continuing to use Gotham Services, you agree to Gotham Terms and any future amendments and additions to Gotham Terms as published from time to time through Gotham Services.

AMENDMENTS TO THIS AGREEMENT

Gotham may, in its sole discretion, modify or update this Agreement, or any policies relating to Gotham Services, from time to time. Please review this page periodically to ensure you are up-to-date with any changes. Any changes to this Agreement or associated policies will be published through Gotham Services, and are effective upon the publishing of said modification or update. If we make material changes to this Agreement, we will notify you via the email address associated with your Account or by posting a notice on Gotham website. Continued use of Gotham Services after any such changes shall constitute your acceptance of such changes.

TERMINOLOGY

For the purposes of this Agreement, the terms “cannabis” and “marijuana” are interchangeable, will be deemed under this Agreement to have the same legal meaning and significance, and do not encompass industrial hemp and products solely derived therefrom.

DISCLAIMERS & ACKNOWLEDGMENTS

You expressly agree and acknowledge that Gotham (i) is a licensed adult-use cannabis Retailer and Brand (defined below in “Third-Party Providers”); (ii) where delivery services are available, may engage Drivers through the Store to provide Delivery Services to Consumers; (iii) does not cultivate, manufacture, package, label, or test medical or adult-use cannabis; and (iv) sells adult-use cannabis to Consumers. It is the sole responsibility of any Delivery Services to offer its services to you in a legal and compliant manner, which are facilitated through its use of Gotham Services. Gotham has no responsibility or liability for any Delivery Services provided to you by the Store or their Drivers.

ACKNOWLEDGMENT OF FEDERAL LAW

Gotham operates under applicable state laws. You expressly acknowledge and understand that marijuana (cannabis) is currently listed on Schedule I of the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. Pursuant to the Agricultural Improvement Act of 2018, industrial hemp is not listed on Schedule 1 of the Controlled Substances Act. You further acknowledge that medical use is not recognized as a valid defense under federal laws regarding marijuana. You also acknowledge and understand that the interstate transportation of marijuana is a federal offense.

ACKNOWLEDGMENT OF STATE LAW

You expressly acknowledge, agree, and understand that the use, possession, cultivation, manufacturing, transportation, and distribution of cannabis is illegal in your state of residence and in the state you are located unless all participants are acting completely within the scope of the state’s applicable laws.

ACKNOWLEDGMENT OF THE LAWS OF YOUR LOCATION

While parts of Gotham Services may be accessed from various locations, the Service is currently available only to Consumers and the Store located in certain states, cities, counties, municipalities, and jurisdictions, determined at the sole discretion of Gotham (“Service Area”). Gotham currently operates the Store in New York, New York, and provides Delivery Services to Consumers across the State of New York. In all scenarios, you must abide by and follow the applicable laws of the state, city, county, municipality, or jurisdiction in which you are located in order to use Gotham Services. You expressly acknowledge, agree, understand, and assume full responsibility for cooperating with the laws of your place of location while using Gotham Services. Gotham reserves the right to determine or change its Service Area in its sole discretion at any time.

HEALTH INFORMATION

You expressly acknowledge, agree, and understand that any statements relating to cannabis goods, accessories or any other products available on Gotham Services (“Products”) have not been evaluated by the FDA. Neither the Products nor the ingredients in any of the Products have been approved or endorsed by the FDA or any regulatory agency. The Products available through Gotham Services are not intended to diagnose, treat, cure, mitigate, or prevent any medical condition, illness, or disease in humans or animals, but are developed with healing properties. The information provided is designed for educational purposes only and is not intended to be a substitute for informed medical advice or care. If you are pregnant, nursing, taking medication, or have a medical condition, we suggest consulting with a physician before using any products. There is no known safe amount of cannabis use during pregnancy or while breastfeeding. Cannabis can impair concentration, coordination, and judgment. Do not operate a vehicle or machinery under the influence of cannabis. Adult-use cannabis products are for persons 21 years and older. Keep Products out of reach of children and pets.

Using Gotham’s Services and Website

YOUR USER ACCOUNT

In order to use most aspects of Gotham Services, Consumers (also referred to herein as “Users”) must register for and maintain an active personal User account (“Account”). Account registration requires you to submit to Gotham certain information related to you that Gotham collects from you, through your use of Gotham Services, and from third parties as detailed in the Privacy Policy (“User Data”). To register an Account, you may be required to submit User Data, including personally identifiable information (“PII”) such as your name, phone number, email address, date of birth, or government-issued ID (i.e. driver’s license, state ID card, passport). You grant Gotham permission to collect and maintain your User Data, and to disclose the User Data you provide to third parties for verification purposes and to facilitate your use of Gotham Services as detailed in the Privacy Policy or any “just-in-time” disclosures describing our data collection, use, and sharing practices of specific parts of our Gotham Services. A “just-in-time” notice may provide more information about our privacy practices, or provide you with additional choices about how we process your PII and/or User Data. You agree to maintain accurate, complete, and up-to-date information in your Account and that we and others may rely on your information as accurate, current and complete. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired identification on file, may result in your inability to access or use the Service. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Gotham in writing, you may only possess one Account. Your participation in using Gotham Services is for your sole, personal use. You agree that you are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account to any other person or entity. Any attempt by another individual to use your Account may result in your inability to use the Service, and/or suspension from Gotham Services. You are responsible for the use of your Account and Gotham expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately. Gotham reserves the right, in its sole discretion, to set the requirements for, or to suspend, disable, deny access to, or disallow the registration of your Account for any reason. If you believe your inability to access your Account or Gotham Services has been made in error, please contact our Customer Service team at info@gotham.nyc. You acknowledge and agree that Gotham shall not be liable to you or any third party for any termination of your access to Gotham Services. The terms and conditions of this Agreement and Gotham Terms shall survive and endure beyond any termination, deletion, or suspension of your Account, or if you cease using Gotham Services. If you wish to terminate, delete, suspend, or otherwise disable your Account or use of Gotham Services, please contact Customer Service. By registering for an Account, you acknowledge and agree that Gotham must maintain certain User Data, including PII, for business, legal and/or operational purposes, including to prevent account abuse, or as otherwise permitted under applicable law. Any remaining PII not necessary for this task will be deleted from your Account in a reasonable amount of time following the request. For further information on our privacy practices and how we handle your User Data, please review the Privacy Policy.

AGE RESTRICTIONS

You must be at least 21 years old to use Gotham Services to order, receive, or facilitate delivery of adult-use cannabis. By using Gotham Services, you expressly represent and warrant that you are at least 21 years old, are legally entitled to enter into this Agreement, and have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You acknowledge that Gotham reserves the right to determine a minimum age for any User or Service Area in its sole discretion (“Qualifying Age”). You agree that if you are not of Qualifying Age while located in any Service Area, you are prohibited from using, and will not attempt to use, the Service.

GOTHAM COMMUNICATIONS

By entering into this Agreement or using Gotham Services, you expressly consent and agree to accept and receive communications from Gotham and/or the Store (including Drivers) that you transact with, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Gotham. By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver prerecorded messages) sent by or on behalf of Gotham, and/or the Store, including but not limited to: operational or transactional communications concerning your Account or use of Gotham Services; updates concerning new or existing features of Gotham Services; communications concerning Promotions (defined below) run by Gotham, the Store or third parties; and news or industry developments concerning Gotham, the Store, or third parties. Standard text messaging charges applied by your cell phone carrier will apply to text messages you receive. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, UNSUBSCRIBE FROM GOTHAM’S PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF, INCLUDING CLICKING THE UNSUBSCRIBE LINK PROVIDED AT THE BOTTOM OF THE EMAIL. IF YOU WISH TO OPT OUT OF PUSH NOTIFICATIONS YOU MAY DO SO THROUGH YOUR DEVICE SETTINGS. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE PHONE NUMBER YOU RECEIVED THE MESSAGE FROM. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING GOTHAM SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM GOTHAM (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), PLEASE CONTACT OUR CUSTOMER SERVICE AT INFO@GOTHAM.NYC. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF GOTHAM SERVICES.

ELECTRONIC RECORDS & SIGNATURES

You agree that your electronic signature on Gotham Services is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents, and disclosures provided by Gotham regarding your Account and Gotham Services electronically (collectively, “Electronic Communications”). We may provide these Electronic Communications to you via Gotham website, email, text message, push notification, chat, customer support, or other electronic communications. In order to access and retain Electronic Communications, you will need at least the following computer hardware and software:

• A device with an Internet connection
• A current web browser with cookies enabled
• A valid email address
• Storage space to save past Electronic Communications on your device or an installed printer to print Electronic Communications

In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Gotham will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings, or by contacting Customer Service. You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line “Withdrawing E-Sign Consent” to info@gotham.nyc. However, if you withdraw your consent to receive Electronic Communications, Gotham reserves the right to immediately close your Account as we may be unable to properly facilitate your legal use of Gotham Services, including the website.

CHARGES, BILLING, & REFUNDS

You understand and acknowledge that you may incur fees or charges from Gotham, the Store, or other third parties in connection with the goods and services purchased or facilitated through Gotham Services (“Charges”). All Charges will be identified in your cart prior to or during checkout, and in your receipt. Such Charges may include some combination of the following:

• Retail Price. The “Retail Price” of goods and accessories are displayed with that item on Gotham or other Brand’s website. The displayed Retail Price may include discounts, promotions, and price reductions at the sole discretion of Gotham. At checkout, the combined Retail Price of goods and accessories is the subtotal of an order as shown in your cart.
• State Taxes. The Store shall charge applicable “State Taxes,” such as cannabis excise taxes, on sales of goods and accessories based on the state of your location, pursuant to state laws and regulations.
• Local Taxes. The Store shall charge applicable “Local Taxes” on sales of cannabis goods and accessories. Local Taxes may be based on the city, county, municipality, or other jurisdictional location of your delivery address, the Store fulfilling your order, or both, pursuant to local laws and regulations.
• Sales Tax. The Store shall charge applicable “Sales Tax” on all sales of goods and accessories. Sales tax may be based on the state, city, county, municipality, or other jurisdictional location of your delivery address, the Store fulfilling your order, or both, pursuant to applicable laws and regulations.
• Other Taxes. You may be charged additional taxes based on applicable laws and regulations. Such taxes may vary depending on the laws and regulations in place at the time of your purchase.
• Delivery Fee. You may be charged a “Delivery Fee” for each order you place.
• Cancellation Fee. After placing an order, you may cancel it through the website, but you may be charged a “Cancellation Fee” in certain circumstances. You may also be charged if the Driver completing your order is unable to reach you to complete delivery.
• Service Fee. In some instances, you may be charged a “Service Fee” for some orders. A description for any applicable Service Fee will be available at checkout.
• Trust and Safety Fee. In some instances, you may be charged a “Trust and Safety Fee” for some orders. This fee, if applied, is collected to promote the safe and reliable operation of the Store and their Drivers.
• Tips. You may elect to “Tip” your Driver in cash or through Gotham Services where available.
• Other Fees. Additional fees and charges may apply to your orders as determined by Gotham, the Store, and/or third parties with whom you transact. The description of any such fees will be available at checkout. Your bank may also charge additional fees.

Gotham may change any Charges at its sole discretion and reserves the right to determine final prevailing pricing. Please note that pricing information published on Gotham Services may not accurately reflect pricing. Gotham may, at its sole discretion, make promotional offers with differing features and/or Charges to any individual or User. Such offers, unless made to you, have no bearing whatsoever on your use of Gotham Services. You may receive Promotions (defined below) or Referral Codes (defined below) that you can apply toward payment of certain Charges. Promotions or Referral Codes are only valid for use on Gotham Services, and are not transferable or redeemable for cash except as required by law. Additional restrictions on Promotions or Referral Codes may apply as communicated to you in a relevant promotion. All Charges are due immediately and are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of Gotham Services, Gotham’s decision to terminate your usage, any disruption to Gotham Services, or any other reason whatsoever. If you are dissatisfied with any of the Products you receive, please contact Customer Service.  A third-party payment processor (“Payment Vendor”) may bill your purchase of Products purchased through Gotham website. Payment Vendor services may require you to visit, enter information into, or create an account with the Payment Vendor’s application, website, or services, separate and distinct from Gotham Services. By entering your payment, banking, or other billing information, you authorize Gotham to send that information to or through the applicable Payment Vendor to charge your form of payment. The processing of payments, authorizations, holds, credits, and refunds will be subject to the terms and conditions and privacy policy of the Payment Vendor. If you do not wish you utilize the services of a Payment Vendor, you may pay for Products in cash.

THIRD-PARTY PROVIDERS

During your use of Gotham website, application and Services, you may be directed to and purchase goods and/or services from, correspond with, participate in the promotions of, or otherwise utilize third parties facilitating their business through Gotham website, hyperlinked through Gotham website, or otherwise connected through Gotham website , including without limitation, (i) the Store; (ii) manufacturers, cultivators, distributors, microbusinesses, or licensors who sell Products to, through, and/or as the Store (“Brands”); (iii) advertisers, business partners, or affiliates; (iv) Payment Vendors; and (v) the respective employees of each of the preceding (“Third-Party Providers”). You agree and acknowledge that Gotham is not a party to any transaction you enter into with any Third-Party Provider, unless otherwise indicated in this Agreement. Any such activity, and any terms, conditions, warranties, or representations associated with such activity is solely between you and the applicable Third-Party Provider. Gotham and its licensors shall have no liability, obligation or responsibility for any such purchase, correspondence, promotion, or transaction between you and any Third-Party Provider. In no event shall Gotham or its licensors be responsible for any content, products, services, or other materials on or available from Third-Party Providers. Gotham does not endorse any third-party advertisements, links, promotions, or websites linked through Gotham website, and in no event shall Gotham or its licensors be responsible for any content, products, services or other materials on or available from such sites or Third-Party Providers. Certain Third-Party Providers may require you to agree to additional or different terms and conditions prior to your use of or access to their goods and/or services. Gotham disclaims any and all responsibility or liability arising from such agreements between you and the Third-Party Providers. Gotham may make available materials by Third-Party Providers, such as their opinions, advice, statements, offers, other information or content concerning Gotham or other materials made available through Gotham website (“Third-Party Materials”). Such Third-Party Materials are not provided by Gotham and Gotham is not responsible for the content of Third-Party Materials. The authors of the Third-Party Materials are solely responsible for such content. Gotham disclaims responsibility for any loss or damage resulting from your reliance on information or other content posted by Third-Party Providers, whether on Gotham website or otherwise. We reserve the right, without any obligation, to monitor, remove or suspend any Third-Party Materials posted on Gotham website and remove any such material that, in our sole opinion, violates or is alleged to violate: (i) the law; (ii) this Agreement; (iii) the rights, or threatens to harm the safety or rights of Users or others. Gotham website may contain third-party advertising and marketing. By agreeing to this Agreement, you agree to receive such advertising and marketing. Gotham disclaims responsibility for any loss or damage resulting from or related to such advertising and/or marketing.

PRODUCT DESCRIPTIONS

Gotham attempts to be as accurate as possible in Product descriptions or images for Products available through Gotham website. However, Gotham does not warrant that Product descriptions, images, or other Content (defined below) available on the Third-Party Provider’s websites are accurate, complete, reliable, current, or error-free. You acknowledge and agree that Amounts (defined below) in Product descriptions on Gotham website are averages or estimates, and that Amounts may vary for individual items, packages, or orders that you receive. Amounts on Gotham website may include without limitation the level (by weight, mass, volume, or percentage) of THC, CBD, other cannabinoids, and terpenes in a Product, the total weight, mass, or volume of a Product, the size, number of individual items, or servings, in a Product, and any other unit of measurement related to a Product.

PROMOTIONS

Gotham may, in its sole discretion, make available certain promotions or offers, which may at times be redeemed by entering promotional codes, that may confer discounts, price reductions, features, benefits, related to the Service, subject to any additional terms that Gotham establishes (“Promotions”). Promotions may be offered by Gotham, the Store, Brands, or other Third-Party Providers on Gotham Services. Each Promotion is a limited time offer and is valid only for the time specified therein. Unless otherwise specified on the Promotion itself, you may only use one Promotion per Account, per day. Each Promotion (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, resold or transferred in any manner, made available to the general public (whether posted to a public form or otherwise) or combined with any other offers unless otherwise permitted by Gotham; (iii) may only apply to qualifying items and may require a minimum dollar order purchase; (iv) may be modified, disabled, or withdrawn by Gotham at any time for any reason or no reason without liability to Gotham; (v) is not valid for cash or credit, has no monetary value, and cannot be applied after an order is submitted; (vi) may expire prior to your use; and (vii) is void where prohibited by law. If you violate any of the Promotion terms, the Promotion will be invalid. Gotham, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers, or deals to any Users or groups of Users determined solely by Gotham. These Promotions, unless made to you, shall have no bearing whatsoever on your use of Gotham, or any Promotions offered to you. Unless otherwise indicated by Gotham, Promotions do not apply to taxes, fees, or any Charges other than Retail Price. Taxes and fees may apply to the full value of Products subsequently reduced in price by a Promotion.

MOBILE DATA FEES & USAGE

Gotham is not responsible for any fees or usage charges related to your access of Gotham Services. Your mobile network’s data and messaging rates and fees may apply if you access or use Gotham Services or website from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use Gotham Services and website and any updates thereto. Gotham does not guarantee that Gotham Services or website, or any portion thereof, will function on any particular network, hardware, or devices.

CONFIDENTIAL INFORMATION

You agree not to use, disclose, or permit disclosure of, for any purpose other than as stated in this Agreement, (i) any technical, financial, strategic, and other proprietary and confidential information or data relating to Gotham’s business, operations, and properties; (ii) the technical, financial, strategic, and other proprietary and confidential information or data relating to the business, operations, or properties of any Retailer, Brand, or other Third-Party Provider; (iii) the User Data, PII, or any other information or data related to any other User; (iv) any non-public information of Gotham, any Retailer, Brand, or other Third-Party Provider, or any User that such party designates as being proprietary or confidential, or of which the other party should reasonably know that it should be treated as confidential (collectively, “Confidential Information”). You agree that all Confidential Information shall remain the exclusive property of the disclosing party. You agree not to disclose or permit disclosure of any Confidential Information to third parties for any purpose except as permitted under Gotham Terms, to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, to prevent Confidential Information from falling into the public domain, and to return or destroy all Confidential Information of the disclosing party upon termination of this Agreement or at the request of the disclosing party subject to applicable law. In the event Confidential Information is required to be disclosed pursuant to the order or requirement of a court administrative agency, or other governmental body, you agree to provide prompt notice of such court order or requirement to Gotham to enable Gotham to seek a protective order or otherwise prevent or restrict such disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) is or becomes part of the public domain at a time it is intentionally disclosed by Gotham or has entered the public domain through no act or omission on the part of the receiving party; (ii) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

USER PRIVACY

Gotham may collect User Data as detailed in the Privacy Policy. By entering into this Agreement, you affirmatively agree to Gotham’s collection, use, and sharing of your information and data as described in the Privacy Policy and any subsequent and future updates thereto. You understand that Gotham may retain your User Data for business, legal, regulatory, safety and other purposes after this Agreement is terminated, and agree to Gotham’s use of your User Data.

RESTRICTED ACTIVITIES

With respect to your use of Gotham Services and website, you agree you will not:

• Impersonate any person or entity
• Stalk, threaten, or otherwise harass any person, or carry any weapons
• Violate any law, statute, rule, permit, ordinance, or regulation
• Post, email, upload, deploy, send, or otherwise make available (“Transmit”) any text, graphics, images, music, software, audio, video, code, files, programs, information or other materials (“Content”) that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another’s privacy, harmful to minors in any way, or otherwise offensive
• Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location
• Access Gotham Services or website using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to Gotham’s computer systems, networks, servers, software, hardware, telecommunications equipment, or any other internal or external Gotham infrastructure (the “Gotham Network”)
• Interfere with, disrupt, diminish the quality or performance of, or impair the functionality of Gotham Services or Gotham Network, or Transmit any Content designed to do the same
• Surreptitiously intercept or expropriate any system, data, personal information, or any portion of Gotham Network or Gotham Services or website
• Use Gotham Services or website in any way that infringes Gotham’s or a third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy
• Modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of Gotham Services or website or Gotham Network
• Rent lease, lend, sell, redistribute, license or sublicense Gotham Services or website or access to any portion of Gotham Services
• Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of Gotham Services, website or its contents
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through Gotham Services and website
• “Frame” or “mirror” any part of Gotham Services or website without Gotham’s prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose
• Use Gotham Services or website to design or develop a competitive or substantially similar product or service
• Use Gotham Services or website to copy or extract any features, functionality, or Content
• Transfer or sell your Account, password, username, or identification to any other party
• Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation

LIMITED LICENSE GRANTED BY GOTHAM

Subject to your compliance with the terms and conditions of this Agreement, Gotham hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Gotham Services and website only as permitted by its functionality. This license permits you to access the website from a computer that you own or control and to access its Services and website solely for your own personal, non-commercial use. Gotham may terminate this license at any time for any reason or no reason. You will not use, copy, adapt, modify, prepare derivative works based upon, reverse engineer, decompile, disassemble, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Gotham Services, website, Content, or Confidential Information, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Gotham or its licensors, except for the licenses and rights expressly granted in this Agreement.

LICENSE GRANTED BY USER

Gotham Services and website may allow you to post or submit feedback, comments, questions, and other content or information that a User submits, posts, uploads, or otherwise makes available on or through Gotham Services or website (“User Content”). You are solely responsible for, and the sole owner of the User Content that you upload, publish, display, link to, or otherwise make available on Gotham website, and agree Gotham is acting only as an interactive computer service for your publication of such User Content. By making available any User Content, you hereby grant Gotham a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free right and license, with the right to sublicense through multiple tiers, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, distribute, broadcast and otherwise exploit such User Content in any media or format, or to prepare derivative works or incorporate into other works such User Content in any media or format. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any User Content. You acknowledge and agree that you do not acquire any rights to any research or commercial products that may be developed by Gotham or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your User Content. You acknowledge and agree that you are solely responsible for all User Content that you make available through or to Gotham Services or website. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available or you have all rights, licenses, consents and releases that are necessary to grant Gotham the above license to such User Content; and (ii) neither the User Content itself, you making it available, or Gotham’s use of the User Content will infringe, misappropriate or violate any third party rights, including, without limitation, any patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Gotham reserves the right, but is not obligated, to review, monitor, reject or remove any User Content, at Gotham’s sole discretion at any time and for any reason, without notice to you.

INTELLECTUAL PROPERTY OWNERSHIP

Gotham (and its licensors where applicable) owns all intellectual property rights in and related to Gotham Services and website absolutely and in their entirety. You acknowledge that any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to Gotham Services and website are non-confidential and shall become the sole property of Gotham. This Agreement is not a sale and does not convey to you any rights of ownership in or related to Gotham Services and website, or any intellectual property rights owned by Gotham. Any trademarks, logos, service marks, company or product names displayed through Gotham Services and website are trademarks of Gotham or third parties, and no right or license is granted to use them. Other than as specifically permitted by Gotham, you are not permitted to use or reference in any manner Gotham’s, its Brand and Retail partners, or any of their licensors’ company names, logos, product and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Gotham Marks and Names”) for any commercial purposes. You agree that you will not: (i) try to register or otherwise use and/or claim ownership in any of Gotham Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services; (ii) take any other action that would jeopardize or impair Gotham’s rights as owner of Gotham Marks and Names or the legality and/or enforceability of Gotham Marks and Names, including, challenging or opposing Gotham’s ownership in Gotham Marks and Names; or (iii) use Gotham Marks or Names on or in connection with any product, service, or activity that is in violation of any law, statute, government regulation or standard. Violation of this license may result in immediate termination of your license, at the sole discretion of Gotham.

DISPUTE RESOLUTION

AGREEMENT TO ARBITRATE

YOU AND GOTHAM MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION. THIS WILL PROHIBIT YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR CONSOLIDATED ACTION AGAINST GOTHAM, AND WILL ALSO PROHIBIT YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE SUCH ACTIONS BROUGHT AGAINST GOTHAM BY SOMEONE ELSE. ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT: THERE IS NO JUDGE OR JURY IN ARBITRATION; DISCOVERY IN ARBITRATION MAY BE MORE LIMITED THAN DISCOVERY IN LITIGATION; AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. This agreement to arbitrate (“Arbitration Agreement”) also applies to claims between you and Gotham’s Third-Party Providers, and such Third-Party Providers will be considered intended third party beneficiaries of this Arbitration Agreement. You and Gotham agree that any dispute, claim, or controversy, whether based on past, present or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof); Gotham Services and website; Content currently or previously available on or through Gotham Services and website; any Products currently or previously available on Gotham website; your relationship with Gotham; your User Data; the threatened or actual suspension, deactivation, or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any Promotions, referral benefits, or other offers; and any other federal and state statutory and common law claims (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right 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. All disputes concerning the arbitrability of a Dispute (including disputes about the scope, applicability, enforceability, legality, revocability, or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided herein. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU AND GOTHAM ARE EACH WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ANY AND ALL DISPUTES, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT.

PROHIBITION OF CLASS ACTIONS AND NON-INDIVIDUALIZED RELIEF

You acknowledge and agree that you and Gotham are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class, collective, or consolidated proceeding. Further, unless both you and Gotham otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class, collective, consolidated or representative proceeding. Arbitration Rules and Governing Law The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879 or any subsequent applicable telephone number. The Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this Arbitration Agreement. It is your and Gotham’s intent that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of New York. This Agreement governs to the extent it conflicts with the AAA Rules or FAA.

ARBITRATION PROCESS

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration and a separate form for California residents at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

ARBITRATION LOCATION AND PROCEDURE

Unless you and Gotham otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Gotham submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

ARBITRATOR’S DECISION

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

FEES

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

SEVERABILITY

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision will be severed from this Arbitration Agreement, (2) severance of the unenforceable or unlawful provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis, and (3) to the extent that any Disputes must therefore proceed on a class, collective, consolidated or representative basis, such Disputes must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. In any case in which the Dispute proceeds on a class, collective, consolidated or representative basis and there is also a final judicial determination that this Arbitration Agreement is unenforceable as to a portion (but not all) of such Dispute, then such portion of the Dispute will be severed from any remaining claims and the remainder will be enforced in arbitration on an individual basis as to all other Disputes to the fullest extent possible. Except as otherwise provided herein, this “Arbitration Agreement” section will survive any termination of this Agreement.

CHANGES

Notwithstanding the provisions of the modification-related provisions above, if Gotham changes this Arbitration Agreement after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us a notice to Gotham at info@gotham.nyc with “Legal” in the subject line within 30 days of the date such change became effective, as indicated above or in the date of Gotham’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Gotham in accordance with the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement). If you do not opt out by the deadline, you are agreeing to the arbitration process as set forth in the new Agreement.

INDEMNIFICATION

By entering into this Agreement and using the Gotham Services and website, you agree to defend, indemnify and hold Gotham, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) your violation or breach of any term of this Agreement, the Gotham Terms, or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including Users, the Store, Brands, or other Third-Party Providers; (iii) your use or misuse of the Gotham Services or Products available therein; (iv) if you are a Driver, your actions or omissions arising from the performance of Delivery Services or access or use of the Driver App.

DISCLAIMER OF WARRANTIES

GOTHAM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE GOTHAM WEBSITE. GOTHAM DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE GOTHAM WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE GOTHAM WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE GOTHAM WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE GOTHAM WEBSITE WILL BE CORRECTED, OR (F) THE GOTHAM NETWORK OR OTHER ASPECTS OF ITS WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GOTHAM SERVICES AND WEBSITE ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GOTHAM. GOTHAM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE GOTHAM WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE GOTHAM WEBSITE AND SERVICES, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. BY USING GOTHAM SERVICES AND WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THEREOF.

DELAYS

Gotham Services and website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Gotham does not guarantee the availability or uptime of Gotham Services or its website. You acknowledge and agree that Gotham Services and website may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, Delivery Services, where offered, from the Store may be subject to limitations, delays, and other problems inherent in physical delivery, and neither Gotham nor Third-Party Providers are responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GOTHAM, INCLUDING ITS LICENSORS, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “GOTHAM” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). GOTHAM SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE, OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, GOTHAM WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE GOTHAM SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, RETAILER, BRAND, SPONSOR, OR OTHER THIRD-PARTY PROVIDER WHOSE ADVERTISING APPEARS ON THE GOTHAM WEBSITE OR IS REFERRED THROUGH GOTHAM WEBSITE, EVEN IF GOTHAM HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOTHAM MAY INTRODUCE YOU TO THE STORE, BRANDS OR OTHER THIRD-PARTY PROVIDERS FOR THE PURPOSES OF PROVIDING DELIVERY SERVICES. GOTHAM WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY RETAILER, BRAND, DRIVER, OR OTHER THIRD-PARTY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE GOTHAM FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTIES. YOU ACKNOWLEDGE THAT THE STORE PROVIDING DELIVERY SERVICES REQUESTED THROUGH GOTHAM SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. GOTHAM WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTIES. GOTHAM CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND A THIRD PARTY, INCLUDING THIRD-PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA GOTHAM SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

NOTICE

Gotham may give notice by means of a general notice on Gotham website, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Gotham (such notice shall be deemed given when received by Gotham) at any time by sending an email to info@gotham.nyc. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.

ASSIGNMENT

This Agreement may not be assigned by you without the prior written approval of Gotham but may be assigned without your consent by Gotham to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Gotham’s rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.

EXPORT CONTROL

You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither Gotham Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using Gotham Services and website, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

TERM FOR CAUSE OF ACTION

You and Gotham agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Gotham Services, Website or Gotham Terms must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.

GENERAL

No joint venture, partnership, employment, or agency relationship exists between you, Gotham, or any third party as a result of this Agreement or use of Gotham Services and website. If any provision of the Agreement is held to be invalid or unenforceable, you and Gotham agree that such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Gotham to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Gotham in writing. This Agreement (including Gotham Terms) constitutes the entire agreement between you and Gotham and governs your use of Gotham Services and website, superseding any prior agreements between you and Gotham. This Agreement and the relationship between you and Gotham shall be governed by the laws of the State of New York without regard to its conflict of law provisions. In the event that either you or Gotham commence a court action, any such action shall be brought exclusively in the state or federal courts located within the Manhattan County in the State of New York, and you and Gotham both submit to personal jurisdiction there. The section titles or headings in this Agreement are for convenience only and have no legal or contractual effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in the normal course of business.