TERMS OF SERVICE

Last Updated: December 30, 2025

1. Introduction
   
   1.1. These Terms of Service (these “Terms”) are a legally binding agreement between the party accepting these Terms as set forth in this paragraph (“you”) and WOM Online, Inc. (d/b/a “root”) (“root,” “we,” or “us”) and apply to root’s online services, applications, tools, and other technology, including those made available via https://myrootapp.com/ and any successor links and associated webpages (the “Site”), as well as our mobile applications and related online services (collectively, the “Services”).
   
   1.2. PLEASE READ THESE TERMS CAREFULLY. WHEN YOU BROWSE THE SITE, DOWNLOAD OR USE OUR MOBILE APPLICATIONS, CREATE AN ACCOUNT, CHECK A BOX, OR OTHERWISE ACCESS OR USE THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
   
   1.3. BY AGREEING TO THESE TERMS, EXCEPT FOR (A) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14, (B) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 14, OR (C) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND ROOT WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
   
   1.4. We may indicate that different or additional terms, conditions, guidelines, policies, and/or rules apply in relation to some of the Services (“Supplemental Terms”). Supplemental Terms may include, for example, community guidelines, referral program terms, or terms for specific features or promotions. Any Supplemental Terms become part of your agreement with root if you use the applicable Services. If there is a conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control for that conflict.
   
   1.5. Root may make changes to these Terms from time to time. If we make changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through the Services, or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between you and root arising prior to the date on which we posted the updated Terms incorporating such changes or otherwise notified you of such changes.

2. The Services
   
   2.1. General. The Services are designed to enable individual users (“Users”) to discover, follow, save, and share information about local and virtual wellness providers and experiences (collectively, “Businesses”), as well as to connect with other Users through social and community features. Through the Services, Users may create profiles, post and interact with content, curate lists such as “MySpots,” follow or engage with Businesses and other Users, and participate in referral or promotional programs that we may make available from time to time. Businesses may create or claim profiles to share information about their services and enable Users to discover and interact with them. You may be using the Services as a User, as a Business, or in another capacity that we make available from time to time, and the specific terms applicable to such roles in these Terms will apply to you in that capacity. Unless otherwise expressly stated in these Terms, “you” refers to all Users and Businesses.
   
   2.2. Right to Use. Subject to your compliance with these Terms and any applicable Supplemental Terms, root grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your personal, non-commercial use (if you are a User) or for your internal business purposes (if you are a Business), on devices that you own or control. You may not sell, resell, rent, lease, lend, sublicense, or otherwise transfer your rights under these Terms to any third party, and you may not use the Services for any purpose that is illegal or prohibited by these Terms.
   
   2.3. Third-Party Services. Certain parts of the Services, or features thereof, may rely on, interoperate with, or otherwise utilize or link to products and services provided by third parties (collectively, “Third-Party Services” and the providers of such services, “Third-Party Service Providers”). Third-Party Services may include, for example, external booking platforms, mapping providers, authentication or login providers, analytics tools, and social media platforms. Your use of any Third-Party Services is subject to the separate terms, conditions, and privacy policies imposed by the applicable Third-Party Service Providers (“Third-Party Terms”). You are solely responsible for reviewing and complying with all Third-Party Terms, and root is not a party to, and is not responsible for, any Third-Party Terms or your relationship with any Third-Party Service Provider. Root does not make any warranties or guarantees with respect to Third-Party Services, including their performance, security, or continued availability. Root may (itself or as required by a Third-Party Service Provider) limit, modify, or cease providing interoperation with any or all Third-Party Services (and, as a result, certain features of the Services may become limited or unavailable) without entitling you to any refund, credit, or other compensation. To the maximum extent permitted by law, root will not be liable for any losses, costs, or expenses caused by any Third-Party Services or Third-Party Service Providers or by your compliance (or non-compliance) with any applicable Third-Party Terms, each of which are your exclusive responsibility.
   
   2.4. Modifications. Notwithstanding anything to the contrary in these Terms, (a) root may perform maintenance on, or updates to, the Services from time to time without prior notice to you; and (b) root may modify, suspend, limit, or discontinue any part of the Services, or any feature or functionality thereof, at any time in its sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services. Except as otherwise expressly provided in these Terms or required by law, such modifications, suspensions, limitations, or discontinuations will not entitle you to any refund, credit, or other compensation.

3. Platform Neutrality
   
   3.1. General. The Services provide a neutral platform that enables Users to discover, follow, save, and share information about Businesses and wellness-related services, experiences, and content (“Wellness Services”), and to interact with other Users through social and community features. Root does not own, create, provide, control, manage, offer, deliver, or supply any Wellness Services. Each Business is solely responsible for its own Wellness Services, including any offerings, pricing, scheduling, quality, safety, and compliance with applicable laws and professional standards.

We have no control over and do not guarantee: (a) the existence, quality, safety, suitability, legality, or availability of any Wellness Services; (b) the truth, accuracy, or completeness of any descriptions, ratings, reviews, recommendations, or other information about Businesses or Wellness Services; or (c) the performance or conduct of any Business, User, or third party, whether online or offline. Root does not endorse any particular Business, User, or Wellness Services. Any description of, or content relating to, a Business, User, or Wellness Services (including any User Content, as defined below) is not an endorsement, certification, or guarantee by root.

3.2. Agreements Between Users and Businesses. When you decide to book, purchase, attend, or otherwise engage with any Wellness Services (including by clicking through to a Business’s external booking link, website, or third-party platform), you are entering into a direct relationship or contract with that Business or the applicable third party—not with root. Root is not a party to, and does not become a party to, any agreement, transaction, or other relationship between Users and Businesses (or between Users and any third-party platforms), and root does not act as an agent, broker, insurer, or representative for any User or Business.

You, and not root, are solely responsible for: (a) evaluating and determining the suitability of any Business, User, Wellness Services, or related offerings; (b) deciding whether to book, purchase, or participate in any Wellness Services and verifying any information about the Business or Wellness Services that you consider important; and (c) negotiating, agreeing to, and fulfilling any terms and conditions that apply between you and a Business or third party, including any waivers, disclaimers, or policies they may require. Root assumes no liability or responsibility for any acts, omissions, or services of any Business or third party, or for any injury, loss, claim, or damage arising out of or relating to any Wellness Services or any agreements between Users and Businesses (or other third parties).

As between you and root, if any term or condition of an agreement between you and a Business or third party conflicts with these Terms, these Terms will control to the extent of the conflict with respect to your relationship with root and your use of the Services.

4. Eligibility and Accounts
   
   4.1. Eligibility. To use the Services, you must meet, and you represent and warrant that you do meet, all of the following criteria: (a) you are not located in a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country; (b) you are not listed on any United States government list of prohibited or restricted parties; and (c) you are at least 18 years of age (or the minimum age in your jurisdiction required to form a binding contract). If you do not meet these requirements, you may not access or use the Services.
   
   4.2. Use on Behalf of Others. You represent and warrant that these Terms are valid, binding, and enforceable against you. If you use the Services on behalf of another person or entity, then: (a) all references to “you” throughout these Terms (other than in this Section 4.2) will include that person or entity; (b) you represent and warrant that you are authorized to accept these Terms on that person’s or entity’s behalf; and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If you are using the Services on behalf of an entity, you further represent and warrant that (i) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and (ii) you have full corporate or organizational power and authority to bind such entity to these Terms..
   
   4.3. Accounts.
   
   4.3.1. Registration. You may need to register for an account to access or use certain features of the Services. When you register for an account, you must provide accurate, current, and complete information and promptly update such information if it changes. You are responsible for all activities that occur under or in connection with your account. We may accept or reject your account registration in our sole discretion, including, without limitation, if you fail to comply with these Terms.
   
   4.3.2. Provision of Information. You agree to provide us with any information we reasonably request for the purposes of (i) registering, maintaining, and supporting your account and (ii) operating, personalizing, and improving the Services. You permit us to keep a record of such information and represent and warrant that all information you provide (including any User profile information, Business information, and other data you submit) is accurate, complete, and truthful. You agree to keep us updated if any of the information you provide changes. We may modify, limit, or terminate your access to any or all of the Services based on information we collect or receive about you and your use of the Services. You authorize us to make inquiries, directly or through third parties, that we consider reasonably necessary to verify your identity, protect you and/or us against fraud, abuse, or security threats, and maintain the integrity of the Services.
   
   4.3.3. Conditions. Your account is subject to the following conditions:
   
   (a) Access. You understand and agree that access to your account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
   
   (b) Security. You understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords and any other codes that you use to access the Services, and any payment information (including, without limitation, debit and credit card information) used in connection with your account. You understand and agree that you will not hold us responsible for managing or maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
   
   (c) Electronic Communication. You understand and agree that we may communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and other applicable contact information current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.

Specific Terms and Conditions

5.1. User-Specific Terms.

(a) Use of the Services. As a User, you may use the Services to create a profile, discover and follow Businesses, curate lists such as “MySpots,” view and engage with content, and connect with other Users, subject to these Terms and any applicable Supplemental Terms. You understand and agree that root is a neutral platform and does not provide or control any Wellness Services offered by Businesses (see Section 3).

(b) External Bookings and Transactions. At this time, bookings, purchases, and other transactions for Wellness Services are generally made directly with the relevant Business or via a Third-Party Service (for example, an external booking or payment platform) that is not controlled by root. Any fees, charges, or payment terms for Wellness Services are determined by the Business or applicable third party, not by root. Root is not a party to, and does not process or control, those transactions.

(c) Your Responsibilities. You are solely responsible for your decisions to engage with any Business, visit any location, attend any class or appointment, or participate in any Wellness Services. You are also responsible for verifying any information you consider important (such as qualifications, credentials, pricing, hours, cancellation policies, and safety measures) before relying on it. You agree to use the Services in a respectful, lawful manner and to comply with any additional rules or guidelines we make available from time to time.

5.2. Business-Specific Terms.

(a) Listings and Profiles. If you create or claim a Business profile, you must: (i) provide complete, accurate, and up-to-date information about your Business and your Wellness Services (including, as applicable, service descriptions, locations or service areas, pricing, hours, booking links, and contact information); (ii) disclose any requirements, limitations, risks, or other material terms that apply to your Wellness Services; and (iii) promptly update your information if it changes. You acknowledge that Users may rely on the accuracy of this information.

(b) Business Fees, Paid Tiers, and Trials. Root may offer different account types or tiers for Businesses, which may include free, trial, and paid options (collectively, “Business Tiers”). We may also charge fees to Businesses for access to certain features, tools, or services made available through the Services (“Business Fees”). The availability of any free accounts, free trials, or paid Business Tiers, and the specific features included in each, will be described within the Services or in applicable Supplemental Terms and may change from time to time.
        - We may choose, in our sole discretion, to offer one or more of the following at any given time: (i) a fully free Business Tier, (ii) a free or discounted trial period that automatically converts to a paid Business Tier unless canceled, and/or (iii) only paid Business Tiers.

- Business Fees and any applicable billing terms (such as subscription duration, renewal terms, and pricing) will be presented to you at or prior to your enrollment in a paid Business Tier or feature.

(c) Billing, Auto-Renewal, Changes, and Taxes.

- Billing and Auto-Renewal. If you enroll in a paid Business Tier or any other paid feature, you authorize root (or its third-party payment processor) to charge the payment method you provide (“Business Payment Method”) for all applicable Business Fees, on a recurring or one-time basis as described at the time of purchase. Unless otherwise specified, subscriptions to paid Business Tiers will automatically renew at the end of each subscription period for the same duration and at the then-current rate, and you authorize us to charge your Business Payment Method at each renewal, until you cancel.

- Changes to Business Fees. We may change Business Fees and/or the features included in any Business Tier from time to time. If we increase recurring Business Fees or make material changes to a paid Business Tier that apply to you, we will provide notice in advance (for example, by email or within the Services). Unless otherwise stated, such changes will be effective at the start of your next subscription period. If you do not agree to the changes, you must cancel before the end of your current subscription period; your continued use of the paid Business Tier after the effective date of any change constitutes your acceptance of the new Business Fees and/or features.

- No Refunds; Taxes. Unless we expressly state otherwise in writing or are required by law, Business Fees (including subscription payments) are nonrefundable and will not be prorated if you downgrade, switch tiers, or cancel in the middle of a subscription period. You are responsible for all taxes, duties, and governmental charges associated with Business Fees (excluding taxes based on our net income), which may be charged in addition to the listed price.

(d) Compliance and Professional Responsibility. You are solely responsible for your Wellness Services and for ensuring that your Business and Wellness Services comply with all applicable laws, rules, regulations, and professional standards (“Applicable Laws”), including those related to health and safety, advertising, consumer protection, privacy, and any required licenses, permits, or certifications. You represent and warrant that you will (i) maintain all approvals, licenses, permits, and insurance policies required to offer and provide your Wellness Services and (ii) provide your Wellness Services to Users as described and in a professional, safe, and lawful manner.

(e) Independent Relationship. Your relationship with root is that of an independent third-party provider, and nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between you and root. Root does not and will not direct or control how you provide your Wellness Services, and you remain solely responsible for your conduct and offerings.

(f) Additional Terms with Users. You may present your own terms and policies (for example, waivers, cancellation policies, or studio rules) to Users in connection with your Wellness Services, provided that such terms: (i) do not conflict with these Terms or any rights root has under these Terms; and (ii) are clearly communicated to Users in a timely manner. Root is not responsible for any such terms and is not a party to them.

5.3.  Referral and Rewards Programs.

From time to time, root may offer referral, rewards, or similar programs that allow Users to earn benefits (such as in-app recognition, access to features, or other non-cash rewards) for inviting friends or otherwise promoting the Services, subject to any applicable Supplemental Terms for those programs.

(a) Program Terms. Any referral or rewards program will be governed by these Terms and any additional terms we provide (“Program Terms”). Program Terms may describe eligibility requirements, the nature of any rewards, limits on rewards, and how participation is tracked.

(b) Changes and Termination. We may suspend, modify, or terminate any referral or rewards program, or invalidate or adjust any benefits, at any time in our sole discretion, with or without notice, to the extent permitted by law.

(c) Your Obligations. In participating in any referral or rewards program, you agree to comply with all Applicable Laws, including those related to advertising, endorsements, and anti-spam (for example, clearly disclosing your relationship with root when required).


5.4. Payments and Third-Party Platforms.

(a) Payments for Wellness Services. Unless we clearly state otherwise in Supplemental Terms for a specific feature, payments for Wellness Services are handled directly between Users, Businesses, and/or Third-Party Service Providers (such as booking or payment platforms) and not through root. Root does not hold, receive, or disburse funds on behalf of Users or Businesses in connection with Wellness Services.

(b) No Responsibility for Third-Party Charges. Root is not responsible for any fees, charges, refunds, disputes, or chargebacks related to payments made via Third-Party Services or directly to Businesses. Any payment-related questions, disputes, or refund requests must be addressed directly with the relevant Business or Third-Party Service Provider, subject to their terms and policies.

(c) Future Features. If we introduce features that allow payments to be made through or facilitated by the Services, those features may be subject to additional terms, and we will provide you with any applicable Supplemental Terms at that time..


5.5. Disputes Between Users and Businesses. You are solely responsible for your interactions and relationships with other Users and with Businesses, whether online or offline. Root is not a party to, and has no obligation to mediate, arbitrate, or otherwise resolve, any disputes that arise between you and any other User, Business, or third party.

However, we reserve the right (but have no obligation) to monitor interactions on the Services and, if we believe it is necessary or appropriate, to assist in addressing disputes relating to the use of the Services. If we choose to do so, you agree to cooperate with us in good faith, including by providing any information we reasonably request in connection with the dispute. Root may, in its sole discretion and without any obligation to you, take actions it deems appropriate in connection with a dispute, including restricting, suspending, or terminating accounts or access to certain features, consistent with these Terms. Your right to pursue claims or remedies directly against another party in a court of law or other forum remains unaffected.

6. Your Obligations
   
   6.1. Restrictions. You acknowledge that the Services contain trade secrets and other valuable proprietary information belonging to root. You will not, and will ensure that no third parties: (a) alter, copy, modify, translate, or create derivative works of the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, transfer, assign, or lease the Services or attempt any of the foregoing; (e) remove, alter, or obscure any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar or competitive product or service; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop, use, or distribute any scripts, bots, or software applications that interact with or integrate with the Services unless first authorized in writing by root; or (i) circumvent, disable, or modify any security technologies or access controls designed to prevent unauthorized access to or use of the Services. You will not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of root without root’s express written consent. You will not use any meta-tags or any other “hidden text” utilizing any of root’s names, trademarks, or service marks without root’s express written consent.
   
   6.2. Acceptable Use. You agree that you will not use the Services, and will ensure that no third parties use the Services, to: (a) infringe, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, deceptive, unlawful, or abusive activities; (c) store, send, or post any content or information that is disparaging, defamatory, inflammatory, threatening, abusive, hateful, harassing, discriminatory, obscene, pornographic, or otherwise inappropriate; (d) promote violence, self-harm, or dangerous or illegal activities; (e) interfere with, disrupt, or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or root’s provision of services to other users; (f) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services that you are not authorized to access; (g) upload or transmit any content that constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities, or any other form of solicitation (including spam); (h) upload or transmit malware, viruses, or other harmful code; or (i) make health, wellness, or medical claims that you are not qualified or legally permitted to make, or that would cause the Services to be used in a manner that is misleading or unsafe. You are solely responsible for obtaining and maintaining, at your own expense, all necessary telecommunications, computer hardware, mobile devices, software, services, and Internet connectivity required to access and use the Services.
   
   6.3. Additional Representations and Warranties. You additionally represent, warrant, and covenant that at all times during your use of the Services: (a) you will comply with all applicable laws, rules, and regulations (“Applicable Laws”); and (b) you will refrain from any conduct that will or may cause root to be in violation of, or non-compliant with, any Applicable Laws.

7. Data
   
   7.1. Ownership. You own and retain all right, title, and interest in and to any information, data, content, and/or files that you or your account accesses, transmits, uploads, or stores in connection with your use of the Services (“Your Data”), including all intellectual property rights therein. Root does not claim ownership of Your Data. You acknowledge and agree that you, and not root, are responsible for Your Data and for controlling how you choose to submit, share, or make Your Data available through the Services (subject to the features and settings we make available, such as privacy settings for your account and content)..
   
   7.2. Use of Your Data. You hereby grant root and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, perform, adapt, modify, create derivative works of, delete, analyze, and otherwise process Your Data (including providing Your Data to service providers and other third parties acting on our behalf) for the purposes described in these Terms and in our Privacy Policy. These purposes include, without limitation, to:
   (a) operate, provide, support, secure, troubleshoot, and improve the Services and our other products and services;
   (b) personalize your experience, including recommending content and Businesses;
   (c) communicate with you about your account, the Services, and updates or changes;
   (d) comply with applicable laws, regulations, legal processes, and law enforcement or regulatory requests;
   (e) prevent, detect, and address fraud, abuse, and misuse of the Services;
   (f) conduct analytics, research, and product development; and
   (g) create aggregated, de-identified, or anonymized data sets that we may use for any lawful purpose.

Our collection and use of personal information within Your Data is further described in our Privacy Policy. Root will not be required to transmit or provide you or any third party with Your Data in any particular format except as required by applicable law.

7.3. Rights in Your Data. You represent and warrant to root that you have all rights, licenses, consents, and permissions necessary to: (a) provide Your Data to root in connection with the Services; and (b) grant the license and usage rights in Section 7.2. You acknowledge that root does not control or monitor Your Data before it is submitted through the Services and does not assume responsibility for Your Data. You agree that you will not upload, post, transmit, or otherwise make available any information, content, or material via the Services that you do not have permission to use, including any content protected by copyright, trade secret, privacy, publicity, or other intellectual property or proprietary rights without first obtaining the permission of the rights holder.

Without limiting the generality of the foregoing, you are solely responsible for: (i) ensuring that you and root (to the extent root processes Your Data on your behalf) have the right to collect, store, use, process, and share Your Data via the Services; and (ii) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under applicable law with respect to the collection, storage, use, processing, and sharing of Your Data in connection with the Services.

8. Intellectual Property Rights
   
   8.1. Ownership by Root. Subject to the limited rights expressly granted to you in these Terms, as between you and us, WOM Online, Inc. (d/b/a “root”) owns and retains all right, title, and interest in and to the Services, including all software, code, interfaces, visual designs, graphics, text, compilations, and any improvements, modifications, enhancements, or derivative works of any of the foregoing, as well as all related intellectual property rights. These Terms do not convey to you any ownership rights in or to the Services or any root content. Except for the rights expressly granted in these Terms, no other rights or licenses are granted to you in, to, or under root’s intellectual property rights, whether by implication, estoppel, waiver, or otherwise.
   
   8.2. Usage Data. Notwithstanding anything to the contrary in these Terms, you agree that root may generate, collect, store, use, transfer, and disclose aggregated, de-identified, or other statistical information derived from or based on your use of the Services and/or Your Data (“Usage Data”). Usage Data may include, for example, aggregated engagement metrics, feature usage statistics, or generalized location trends, but will not reasonably identify you as an individual. Root may use Usage Data to: (a) perform data analytics; (b) monitor, improve, and support the Services; (c) design, develop, and offer root products and services; and (d) for any other lawful purpose. Root owns and retains all rights, title, and interest in and to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise, in or to any Usage Data. Root has no obligation to provide or make any Usage Data available to you.

8.3. DMCA Policy (Digital Millennium Copyright Act).

1. Procedure for Filing Claims. If you believe that any content on the Services (including user-submitted content) infringes your copyright, you may send root a notice under the Digital Millennium Copyright Act (“DMCA”) including all of the following information:

• a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
• identification of the copyrighted work claimed to have been infringed (or, if multiple works are covered, a representative list of such works);
• identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit root to locate the material (for example, a URL or in-app description);
• your contact information, including your name, address, telephone number, and email address;
• a statement that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

                DMCA notices should be sent to: hello@myrootapp.com

2. Counter-Notification. If we remove or disable access to content that you posted in response to a DMCA notice and you believe that such removal or disabling was a mistake or that you have the right to post and use the content, you may send us a counter-notification that includes:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access was disabled;
• a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal courts located in the United States District Court for the District of Delaware (or, if you reside outside the United States, the federal courts located in the United States District Court for the District of Delaware), and that you will accept service of process from the person who provided the original DMCA notice or that person’s agent.

If we receive a valid counter-notification, we may reinstate the removed content in accordance with the DMCA, unless the copyright owner files a court action seeking an order against you.

        (c)   Repeat Infringer Policy. In appropriate circumstances and in our sole discretion, root may terminate, suspend, or limit the accounts of users who are determined to be repeat infringers of intellectual property rights or who repeatedly submit infringing content.

8.4. Intellectual Property and Content Policies
        (a) User-Generated Content Policy.

Ownership. If you submit, upload, post, or otherwise make available any reviews, comments, images, videos, text, or other content through the Services (collectively, “User-Generated Content” or “UGC”), you retain any intellectual property rights that you hold in that UGC.

License to Root. By submitting or posting UGC, you grant root and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display your UGC, in whole or in part, in any media now known or later developed, in connection with operating, promoting, and improving the Services and root’s business (for example, displaying your posts in the feed, showcasing popular spots, or using screenshots of in-app content in marketing materials). This license continues for as long as your UGC is protected by intellectual property rights, even if you delete your account, to the extent reasonably necessary for root to operate the Services, maintain backup systems, or comply with legal obligations.

Moderation. Root reserves the right, but not the obligation, to review, monitor, and remove or disable access to any UGC at any time and for any reason, including if we determine that the UGC violates these Terms, our community guidelines, or the rights of any third party, or is otherwise objectionable or harmful. You represent and warrant that you have all rights and permissions necessary to post your UGC and to grant the license described above, and that your UGC does not infringe or violate the rights of any third party or any Applicable Laws. If you encounter content or user behavior that you believe violates these Terms, you may report it to root at hello@myrootapp.com, and we will promptly review and address such reports

(b) Business IP Usage.

License Grant. If you are a Business, by creating or claiming a Business profile or otherwise making your Business visible on the Services, you grant root a non-exclusive, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, display, perform, adapt, modify (for example, by resizing or formatting), and distribute your Business name, logos, trademarks, service marks, images, and other brand identifiers (“Business IP”) in connection with operating, promoting, and improving the Services and root’s business. This may include, for example, displaying your Business IP in search results, recommendations, Business carousels, marketing emails, or social media posts that highlight Businesses on root.

Warranties. You represent and warrant that you own or have all necessary rights and permissions to grant the license in this Section 8.4(b) and that our use of your Business IP as permitted here will not infringe or violate the rights of any third party or any Applicable Laws.

9. Term, Termination, and Suspension
   
   9.1. Term. The term of these Terms begins when you first accept or agree to them (including by accessing or using the Services) and, unless earlier terminated as set forth in this Section 9, continues for as long as you access or use the Services or maintain an account.
   
   9.2. Termination for Convenience. You may terminate your account or stop using the Services at any time, including by using any account closure tools we make available or by notifying root in writing. If you terminate your account, we will delete or de-identify your personal information in accordance with our Privacy Policy, except as required by law (for example, to comply with record retention requirements).
   
   9.3. Suspension of Services; Additional Remedies. Without limiting root’s rights or remedies at law, in equity, or under these Terms (each of which we expressly reserve), you agree that root may immediately and without prior notice to you: (a) suspend or close your account; (b) pause, limit, or terminate your access to any or all of the Services; or (c) take any other action we reasonably deem necessary or appropriate if: (i) we suspect or determine, in our sole discretion, that (A) you have violated or are violating these Terms or any Supplemental Terms, (B) your use of the Services adversely affects or interferes with the normal operation of the Services or any services to others, (C) we are prohibited by law, regulation, or an order of a court or other governmental authority from providing the Services to you, or (D) there exists a security incident, fraud risk, or other risk that threatens the security, integrity, or availability of the Services, Your Data, or any data of others; or (ii) for any other reason in root’s sole discretion to the extent permitted by law. To the maximum extent permitted by law, ROOT WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES ARISING OUT OF OR RELATING TO ANY ACTIONS TAKEN IN ACCORDANCE WITH THIS SECTION 9.3..
   
   9.4. Effect of Expiration or Termination. Upon any expiration or termination of these Terms or your access to the Services: (a) all rights granted to you under these Terms will immediately cease, and you must stop accessing and using the Services; and (b) root’s obligations to you under these Terms will immediately cease, except that the following provisions (and any other provisions that by their nature should reasonably survive) will survive expiration or termination: Sections 6.1 (Restrictions), 7.1 (Ownership), 7.2 (Use of Your Data), 8 (Intellectual Property Rights), 9.4 (Effect of Expiration or Termination), 10 (Confidentiality), 11 (Indemnification), 12 (Disclaimers and Release), 13 (Limitation of Liability), 14 (Arbitration), and 15 (General Provisions).

10. Confidentiality
    
    10.1. Protection. In the course of using the Services, you may be exposed to or receive certain non-public information about root or its business that is marked as confidential or proprietary, or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”). You agree that with respect to any Confidential Information you receive: (a) you will protect it from unauthorized disclosure using at least a commercially reasonable degree of care; (b) you will not disclose it to any third party without our prior written consent; and (c) you will not use it for any purpose other than as reasonably necessary to use the Services in accordance with these Terms. The obligations in this Section 10.1 do not apply to information that you can demonstrate: (i) is or becomes generally known to the public through no fault of your own; (ii) was lawfully in your possession without confidentiality obligations before you received it from root; (iii) is lawfully disclosed to you by a third party without confidentiality obligations; or (iv) you independently developed without use of or reference to any Confidential Information.

10.2. Injunctive Relief. You expressly acknowledge and agree that an actual or threatened breach of this Section 10 may cause root immediate and irreparable harm for which monetary damages alone would not be an adequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, root will be entitled to seek injunctive and other equitable relief without the necessity of posting a bond or proving actual damages.

10.3. Feedback. You may from time to time voluntarily provide suggestions, ideas, enhancements, recommendations, requests for features or functionality, comments, or other feedback to root regarding the Services (“Feedback”). You agree that: (a) root has no confidentiality obligations with respect to any Feedback, even if you designate it as “confidential” or similar; (b) you provide Feedback voluntarily and without expectation of compensation; and (c) you hereby assign to root all right, title, and interest (including all intellectual property rights) in and to any Feedback, and root may use and exploit such Feedback for any lawful purpose without restriction or obligation to you.

11. Indemnification
    You will indemnify, defend (at root’s option), and hold harmless WOM Online, Inc. (d/b/a “root”), its affiliates, and its and their officers, directors, employees, and agents (collectively, the “Root Parties”) from and against any and all damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your violation of these Terms or any Supplemental Terms; (c) your violation of any rights of a third party (including intellectual property, privacy, or publicity rights); or (d) Your Data or any User-Generated Content you submit or make available through the Services (each, an “Indemnifiable Claim”).

At root’s sole election, you will defend the Root Parties from any Indemnifiable Claim. If root elects for you to provide a defense: (i) root will have the right to approve your selected counsel (such approval not to be unreasonably withheld), and (ii) root may also retain its own counsel to participate in the defense and settlement of the Indemnifiable Claim at your expense. Root may, in its sole discretion, assume exclusive control of the defense of any Indemnifiable Claim at any time. You will not settle any Indemnifiable Claim without root’s prior written consent.

12. Disclaimers and Release
    THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROOT HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, IMPLIED, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, ROOT DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED; (C) ANY CONTENT OR INFORMATION (INCLUDING BUSINESS LISTINGS, REVIEWS, RATINGS, RECOMMENDATIONS, POSTS, OR OTHER USER-GENERATED CONTENT) AVAILABLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR (D) ANY WELLNESS SERVICES, BUSINESSES, THIRD-PARTY SERVICES, OR OTHER USERS WILL MEET YOUR EXPECTATIONS OR BE SAFE, LEGAL, OR OF ANY PARTICULAR QUALITY.

ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY WELLNESS-RELATED CONTENT, ROUTINES, OR RECOMMENDATIONS, IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS, AND DOES NOT CONSTITUTE, MEDICAL, MENTAL HEALTH, NUTRITION, OR OTHER PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT. ROOT DOES NOT PROVIDE MEDICAL OR HEALTHCARE SERVICES. YOU SHOULD ALWAYS CONSULT A QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE ABOUT YOUR HEALTH, CONDITIONS, OR TREATMENTS, AND BEFORE STARTING OR MODIFYING ANY WELLNESS, FITNESS, OR NUTRITION PROGRAM. YOUR RELIANCE ON ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.

YOU ASSUME SOLE RESPONSIBILITY FOR YOUR USE OF THE SERVICES, ANY DECISIONS OR ACTIONS YOU TAKE (OR DO NOT TAKE) BASED ON THE SERVICES OR ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES, AND YOUR INTERACTIONS WITH BUSINESSES, OTHER USERS, AND THIRD PARTIES (INCLUDING ANY WELLNESS SERVICES YOU CHOOSE TO BOOK, ATTEND, OR PARTICIPATE IN).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE ROOT AND THE OTHER ROOT PARTIES FROM ANY AND ALL RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, WITHOUT LIMITATION, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) ANY WELLNESS SERVICES OR OTHER PRODUCTS OR SERVICES PROVIDED BY BUSINESSES OR THIRD PARTIES; (C) ANY ACTS OR OMISSIONS OF BUSINESSES, OTHER USERS, OR THIRD PARTIES; AND (D) ANY DISPUTES BETWEEN YOU AND ANY BUSINESS, USER, OR THIRD PARTY.

IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

13. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL (A) ROOT OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR OPPORTUNITY, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM OF ACTION (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICES, ANY CONTENT, OR ANY WELLNESS SERVICES, WHETHER OR NOT ROOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY CONTENT OR WELLNESS SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) FIFTY U.S. DOLLARS (US $50), OR (B) THE TOTAL AMOUNT PAID BY YOU TO ROOT FOR ACCESS TO THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

THE PARTIES ACKNOWLEDGE THAT THIS SECTION 13 REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT ROOT WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF ANY REMEDY PROVIDED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Arbitration
    PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ROOT TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ROOT FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND ROOT AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. ROOT AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

14.1. Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against root, that root has against you, or that you or root otherwise have arising from or relating to these Terms, the Services, or any aspect of the relationship between you and root as it relates to these Terms or the Services (including any privacy or data security claims) (collectively, “Claims,” and each a “Claim”), you and root agree to first attempt to resolve the Claim informally as follows:

• If you assert a Claim against root, you will send a written notice of your Claim (“Claimant Notice”) to root by email to hello@myrootapp.com. The Claimant Notice must: (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Claim; and (c) set forth the specific relief sought.
• If root asserts a Claim against you, root will send a written notice of its Claim (“Root Notice,” and together with any Claimant Notice, a “Notice”) to you via email to the primary email address associated with your account. The Root Notice must: (a) include the name of a root contact and that contact’s email address and telephone number; (b) describe the nature and basis of the Claim; and (c) set forth the specific relief sought.

If you and root cannot reach an agreement to resolve the Claim within thirty (30) days after you or root receives a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines will be tolled for thirty (30) days from the date that either you or root first sends the applicable Notice so that the parties can engage in this informal dispute resolution process.

14.2. Claims Subject to Binding Arbitration; Exceptions. Except for: (a) individual disputes that qualify for and are brought in small claims court; and (b) any disputes exclusively related to the intellectual property or intellectual property rights of you or root, including disputes in which you or root seek injunctive or other equitable relief for the alleged unlawful use of, or infringement of, your or root’s intellectual property rights (collectively, “IP Claims”), all Claims—whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims—that are not resolved in accordance with Section 14.1 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of this arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

14.3. Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

14.4. Arbitration Procedure. All Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before a single neutral arbitrator. The AAA will administer the arbitration in accordance with the due process standards and rules set forth in the then-current version of the AAA Commercial Arbitration Rules and Mediation Procedures (the “AAA Rules”), available at adr.org, as modified by this Section 14.

YOU AND ROOT AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE SOLELY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND ROOT ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS OR OTHER REPRESENTATIVE ACTION. EXCEPT AS DESCRIBED BELOW WITH RESPECT TO CERTAIN COORDINATED CLAIMS, THE ARBITRATOR MAY CONDUCT ONLY AN INDIVIDUAL ARBITRATION AND MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL’S CLAIMS, PRESIDE OVER ANY TYPE OF CLASS OR REPRESENTATIVE PROCEEDING, OR PRESIDE OVER ANY PROCEEDING INVOLVING MORE THAN ONE INDIVIDUAL.

• Any in-person arbitration hearings will be held in Monmouth County, New Jersey, unless you and root agree otherwise or the arbitrator requires a different location consistent with the AAA Rules.
• You and root agree to cooperate to seek appropriate protections from the arbitrator for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, or other materials that might be exchanged or the subject of discovery in the arbitration. You and root agree to seek such protection before any such information or materials are exchanged or otherwise become the subject of discovery in the arbitration.
• The arbitrator’s decision will follow these Terms and will be final and binding on you and root, except for a limited right of appeal under the FAA. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual Claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.
• Nothing in these Terms precludes you from bringing issues to the attention of federal, state, or local agencies. If the law allows, such agencies may seek relief against root for you.

Coordinated Multiple Case Filings.

If twenty-five (25) or more similar or coordinated claims are asserted against root or against you by the same or coordinated counsel, or are otherwise coordinated (collectively, “Coordinated Claims”), the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply, and you and root understand and agree that resolution of your Claim as part of the Coordinated Claims might be delayed.

For Coordinated Claims, you and root further agree to the following “bellwether” process:

• Counsel for claimants and counsel for root shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings (the “Initial Bellwether Cases”). The remaining cases will be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees will be assessed for those remaining cases until they are selected to proceed to individual arbitration as part of a subsequent bellwether process.
• If the parties are unable to resolve the remaining Coordinated Claims after the conclusion of the Initial Bellwether Cases, each side shall select another ten (10) cases (per side) to proceed to individual arbitration as part of a second bellwether process, under the same approach.
• A single arbitrator will preside over each case. Unless the parties agree otherwise, only one case may be assigned to each arbitrator as part of a bellwether process.
• This bellwether process will continue, consistent with the parameters above, until all Coordinated Claims, including your case, are adjudicated or otherwise resolved.
• The statute of limitations and any filing fee deadlines will be tolled for Claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or root’s case is selected for a bellwether process, withdrawn, or otherwise resolved.

A court of competent jurisdiction will have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against root or you that are inconsistent with this coordinated bellwether process.

14.5. One Year to Assert Claims. To the extent permitted by law, any Claim by you or root relating in any way to these Terms, the Services, or any aspect of the relationship between you and root as it relates to these Terms or the Services must be filed within one (1) year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and root will not have the right to assert the Claim.

14.6. Opting Out of Arbitration. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by providing root with notice of your decision to opt out via email at hello@myrootapp.com. In order to be effective, the opt-out notice must include your full name, mailing address, and email address and must clearly indicate your intent to opt out of binding arbitration. If you opt out of binding arbitration, Section 14 will not apply to you, and you agree that any disputes will be resolved in accordance with Section 15.9 (or its successor section) instead.

14.7. Rejection of Future Arbitration Changes. You may reject any change we make to this Section 14 (except for changes to our contact information) by personally signing and sending root a notice of your rejection within thirty (30) days of the change via email at hello@myrootapp.com. If you do so, the most recent version of this Section 14 that you accepted before the change you rejected will continue to apply to you.

14.8. Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable: (a) the unenforceable or unlawful provision will be severed from these Terms; (b) such severance will have no impact on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14; and (c) to the extent any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought outside of arbitration, and the remainder of this Section 14 will remain enforceable.

14.9. Disputes Outside the United States. Notwithstanding any other terms in these Terms, if you reside in a country outside of the United States, you may bring legal proceedings regarding these Terms either: (a) by following the arbitration procedure detailed in this Section 14; or (b) if permitted by applicable law, by submitting the dispute to an arbitration administrator or to the courts in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside, without prejudice to any mandatory rights you may have under the laws of that jurisdiction.

15. General Provisions
    

15.1. Entire Agreement. These Terms constitute the entire understanding and agreement between you and WOM Online, Inc. (d/b/a “root”) with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements, whether written or oral, relating to such subject matter. If you provide root with any pre-printed terms and conditions that appear on any purchase order, insertion order, or other form document, such terms will be of no force or effect.

15.2. Assignment. You may not assign or transfer these Terms or any of your rights or obligations under them, whether by operation of law or otherwise, without root’s prior written consent. Root may freely assign these Terms, in whole or in part, including to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any attempted assignment in violation of this Section 15.2 will be null and void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

15.3. Severability. If a court of competent jurisdiction finds any term of these Terms, other than Section 14 (Arbitration), to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.

15.4. Waiver. Either party’s delay or failure to exercise any right or remedy under these Terms or under any applicable law will not constitute a waiver of that or any other right or remedy. No waiver of any provision of these Terms, or of any rights or obligations of either party under these Terms, will be effective unless it is in a written instrument signed by the party against whom the waiver is sought.

15.5. Use of Name and Logo. Notwithstanding any terms to the contrary in these Terms, you consent to root’s use of your name, logo, trademarks, service marks, and other source identifiers on the Services, on root’s marketing and promotional materials, and otherwise in connection with operating, promoting, and improving the Services, including for purposes of identifying you as a Business or other user of root. For Businesses, this Section 15.5 is in addition to, and not in limitation of, the license granted in Section 8.4(b) (Business IP Usage).

15.6. Independent Contractors. Nothing in these Terms will be construed to create a partnership, joint venture, franchise, or agency relationship between you and root. Neither party is authorized to act as an agent or legal representative of the other party, nor to bind the other party or create any obligation on the other party’s behalf.

15.7. Force Majeure. Root will not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargos, labor disputes, strikes, pandemics, acts of government, interruptions or failures of the internet, utilities, or telecommunications, or other similar events (“Force Majeure Events”).

15.8. No Third-Party Beneficiary. Except as expressly stated in these Terms, nothing in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary rights or any right of action upon any third party in any manner whatsoever.

15.9. Governing Law and Venue. These Terms and any dispute arising out of or relating to these Terms or the Services will be governed in all respects by the laws of the State of Delaware, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 14 (Arbitration), you expressly agree that the Delaware Court of Chancery (and, if such court lacks subject matter jurisdiction, the state and federal courts located in Delaware) will have exclusive jurisdiction over any action or claim that you bring arising out of or relating to these Terms or the Services. You expressly consent to personal jurisdiction in any such courts and hereby irrevocably waive any objection to jurisdiction, venue, or forum non conveniens.

15.10. Notices. By using the Services, you agree: (a) to receive communications (including any communications required to be in writing) electronically, including via email, in-app messages, or other electronic means; (b) that any such electronically issued communications will satisfy any legal communication requirements, including those that require notices to be in writing; and (c) that, without limiting root’s notification rights described elsewhere in these Terms, root may provide notices to you at the email address or other contact information you have provided to root, and that such notice will be effective as of the date sent, to the extent permitted by law.

Notices to root under these Terms, including any notices of termination or legal disputes, must be delivered via email to hello@myrootapp.com. Such notice will be effective upon receipt by root.

15.11. Interpretation. The headings in these Terms are for convenience only and will not affect the interpretation of these Terms. Any reference to “includes” or “including” will be deemed to mean “including but not limited to.” Each party has had the opportunity to review these Terms with legal counsel of its choice, and these Terms will not be construed against either party as the drafter.

16. Contact Information

For any questions about these Terms or the Services, or to report objectionable content, abusive behavior, or to request deletion of your account or personal data, please contact us at hello@myrootapp.com. Root will respond to user inquiries promptly.