Terms of Use Agreement

This Terms of Use Agreement (“Agreement”) is between you and Carallel, LLC (“Carallel”). Please read this Agreement carefully before using Carallel.com. YOU AGREE AND ACKNOWLEDGE THAT BY USING CARALLEL.COM, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

Effective Date: September 8, 2021

1. Ownership of Site and Restrictions on Use of Content

The Carallel.com website (“Carallel.com” or “Site”) is owned by Carallel. Subject to the terms and conditions of this Agreement, Carallel grants you a limited, non-exclusive license to use and access the Site, solely for your own internal use. You may not use the Site or Content (as defined below) for any purpose that is competitive with Carallel or the products and/or services provided by Carallel. Any right not expressly provided to you hereunder is reserved to Carallel.

You acknowledge that the Site may contain information, communications, software, photos, text, video, graphics, music, sounds, images and other material, content and services (collectively “Content“), which is generally provided by Carallel or by licensors of Carallel. Notwithstanding the fact that Carallel permits access to the Site and the Content, you acknowledge and agree that the Site and Content, and/or the use of the Site and/or Content, is protected by copyrights, trademarks, and other proprietary and intellectual property rights, that these rights are valid and protected in all media now existing or later developed, and that your use of the Site and/or Content shall be governed and constrained by applicable patent, copyright, trademark and other intellectual property laws. Modification or use of Carallel.com and/or the Content or any portion thereof for any commercial purpose is a violation of patent, copyright, trademark and other proprietary and intellectual property rights owned by Carallel and third parties.

In addition to Carallel’s and its licensors’ rights in individual elements of the Content, Carallel owns a copyright in the selection, coordination, arrangement and enhancement of the Content. The Site may permit you to download and/or print certain Content and you may do so, and you may make a limited, reasonable number of copies of such downloaded and/or printed Content solely for your internal business purposes and no other purpose whatsoever, provided that all such copies are a complete and accurate copy of the downloaded and/or printed Content and further provided that all such copies include any proprietary notices of Carallel’s or the applicable licensor; all such copies (whether printed or electronic) are considered Content hereunder, and subject to the terms of this Agreement. Except for the limited right to download, print and/or copy as described in the preceding sentence, and notwithstanding anything else herein to the contrary, you understand that you may not otherwise copy, modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another Site or printed materials, or in any other way exploit Carallel.com and/or any of the Content (in whole or in part) and/or to incorporate it in other works in any form, media, or technology now known or later developed (collectively, “Use”), even if you attribute such Content or Use to Carallel or its licensors.

Without limiting any of the foregoing, you understand and agree that if you Use the Site and/or any Content or portion thereof, or otherwise use, download, print or copy the Site, Content or portion thereof, for any purpose not expressly permitted in this Agreement, whether or not for your commercial gain, you are violating the rights of Carallel and/or its licensors, and may be subject to criminal and/or civil prosecution and penalties.

2. Submitted Data

As of the Effective Date, Carallel.com is not designed to permit any user to upload to the Site any data, files, content or other information (“Submitted Data”), or otherwise transmit any information (including Submitted Data) on or through this Site. You may not provide Submitted Data to the Site or transmit any Submitted Data on or through this Site.

Carallel does not request any personal information, such as your name, email address or other contact information, in order for you to use Carallel.com. The Site does use various technologies to improve your online experience, and such technologies may collect information about your use of Carallel.com. The collection and use of such information is described in the Carallel.com Privacy Policy.

3. Display of Content, Products and Services

Carallel uses commercially reasonable efforts to ensure that the colors, design and details of the Content, and/or any products or services, displayed on Carallel.com are accurate. However, Carallel cannot and does not guarantee that the colors, design, and/or detail, as displayed by your monitor, will be accurate and Carallel assumes no responsibility whatsoever for such difference in color, design and details. Carallel reserves the right at any time and without notice to change the Content, products and/or services that are described on the Site.

4. Prohibited Conduct and Use

You agree to use Carallel.com only for lawful purposes. You are expressly prohibited from transmitting through Carallel.com any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law (collectively, “Prohibited Conduct“). You agree and acknowledge that Carallel is not responsible or liable to you or any other party for any Prohibited Conduct by any user of Carallel.com at any time.

Notwithstanding anything in this Agreement to the contrary, Carallel is in no way obligated to monitor any user’s use of the Site, or to monitor, retain, review and/or edit Submitted Data (if any) or any information provided by any user and transmitted through Carallel.com. However, Carallel does reserve the right, at any time, to monitor, review, retain, edit and/or disclose any information (including Submitted Data, if any) as Carallel determines necessary, in its sole discretion, to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) protect and defend Carallel’s rights and property; (iii) enforce this Agreement; (iv) protect against misuse or unauthorized use of Carallel.com; and (v) protect the interests of Carallel’s users or the public.

You are expressly prohibited from using a false e-mail address or other identifying information and from using Carallel.com in any way to send emails or other messages to people or other entities.

5. Linked Websites

This Site may contain links to other websites, solely for your convenience. Carallel does not endorse nor make any warranties or representations about any other website you may access through a link on Carallel.com. You agree and acknowledge that you (and not Carallel) assume all risk for any dealings or transactions of any nature, including without limitation, the purchase of any products or services from, or the reliance upon any information or materials contained in, such linked websites. Please note that such other websites may have terms of use and/or privacy policies different from Carallel’s and any use of such other websites and/or any information you provide to or through such other websites will be subject to the terms of use and privacy policies of those other websites and not Carallel’s. Carallel shall have no responsibility or liability for acts or omissions of any party (including you) with respect to such other websites.

6. Limitation of Liability

You understand that Carallel, its affiliates and licensors shall have no liability to you or any other party whatsoever for any damages or claims arising under this Agreement or otherwise related to your use of this Site, including any Content or other information or materials available on the Site. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL CARALLEL OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR LOST SAVINGS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR TO THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, INCLUDING ANY CONTENT OR OTHER INFORMATION OR MATERIALS AVAILABLE ON THE SITE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT CARALLEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN THE EVENT CARALLEL IS LIABLE TO YOU FOR ANY DAMAGES UNDER ANY THEORY OF LAW, SUCH LIABILITY IS LIMITED TO $100, IN AGGREGATE.

7. Disclaimer

Carallel.com, and all information and materials available on Carallel.com, including all Content, are general in nature and provided for educational and informational use only. Use of Carallel.com, including any information or materials available on the Site, including all Content, is not a substitute for legal, tax, investment, medical or other professional advice. Any legal, tax, medical, investment or other professional questions should be directed to a qualified professional who can advise you with respect to your circumstances.

THIS SITE, AND THE CONTENT AND ANY OTHER MATERIALS ON THIS SITE, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CARALLEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CARALLEL DOES NOT WARRANT THAT THIS SITE OR YOUR USE OF THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR ERRORS IN THIS SITE OR ANY CONTENT OR OTHER MATERIALS CONTAINED IN THIS SITE, WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CARALLEL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT AND/OR OTHER MATERIALS IN THIS SITE REGARDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CARALLEL) ASSUME ALL RISK FOR YOUR USE OR MISUSE OF, OR INABILITY TO USE, THIS SITE, INCLUDING ANY CONTENT AND/OR OTHER INFORMATION AND MATERIALS CONTAINED IN THIS SITE.

8. Your Feedback

If you contact Carallel with information including, without limitation, feedback data (e.g., questions, comments, suggestions or the like) regarding this Site, the Content or any item on this Site (collectively, “Feedback“), such Feedback shall be deemed to be owned without limit by Carallel, shall be non-confidential and Carallel shall have no obligation of any kind with respect to such Feedback. Carallel shall not be liable or owe any compensation to any party for the use or disclosure of the Feedback.

9. Indemnification

You agree to indemnify Carallel, its affiliates, employees, agents and representatives (together, “Indemnified Parties”) harmless from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against any Indemnified Party alleging that your use, misuse or inability to use this Site, any Content, or any information or materials you provided to the Site, including Submitted Data, if any, is in violation of this Agreement, or infringes or misappropriates the intellectual property rights of a third party, or violates applicable law. You agree to pay all costs for any settlements, or damages awarded against any Indemnified Party, including reasonable attorney’s fees incurred by the Indemnified Parties, in connection with any such Claim. Carallel will provide you with prompt written notice of the Claim.

10. Usage by Children

Carallel does not solicit the use of Carallel.com by minors. However, Carallel cannot prevent such use and cannot prevent minors from visiting Carallel.com. Parents, guardians and those responsible for supervising minors are solely responsible for determining what materials, products and services are suitable for such children to view. Carallel requires that use of this Site be made either by individuals 18 years old or older. THEREFORE, EACH TIME YOU USE THIS SITE, YOU ARE REPRESENTING THAT YOU ARE 18 YEARS OF AGE OR OLDER.

11. Jurisdictional Issues

Unless otherwise specified, the Content and/or other materials on the Site are presented solely for use in the United States, its territories, possessions and protectorates. Carallel makes no representation that Content and/or other materials on this Site, or the products and services promoted on this Site, are appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. Venue and personal jurisdiction shall lie solely in the state and federal courts located in this State of Illinois. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein and shall not be modified, except as provided in Section 12.

12. Termination; Changes and Modifications

This Agreement is effective until terminated by either party. Either party may terminate this Agreement at any time, without or without notice. Termination will not affect any rights, obligations or liabilities that arose prior to such termination. Your sole and exclusive remedy in the event of any dissatisfaction with Carallel.com or a breach of this Agreement by Carallel is to terminate this Agreement and cease using Carallel.com.

Carallel may change, add or delete Content, products, materials, services, programs and the like that are described on the Site at any time without notice. Carallel reserves the right to update, modify, revise or otherwise change this Agreement and/or the Privacy Policy at any time with or without prior notice. Your use of Carallel.com at any time after such update, modification, revision or change constitutes your acceptance of such update, modification, revision or change. You are encouraged to review this Agreement and/or the Privacy Policy periodically.

13. Copyright Infringement

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that You claim has been infringed; a description of where the material that You claim is infringing is located on Our website; Your address, telephone number, and email address; a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Please contact our Copyright Agent for Notice of Claims of Copyright Infringement at:

Carallel, LLC

717 Forest Avenue

Lake Forest, IL 60045

Email: [email protected]