TERMS OF USE Last revised on November 06, 2019 Welcome to Cozy Date™, operated by Leonhard, LLC (“us,” “we,” the “Company” or “Cozy Date”). Key changes to the Terms of Use in this version: (i) First draft 1. Acceptance of Terms of Use Agreement. By creating a Cozy Date account, whether through a mobile device, mobile application or computer (collectively, the “Service”) you agree to be bound by (i) these Terms of Use and (ii) our Privacy Policy and Dating Etiquette Guide, each of which is incorporated by reference into this Agreement, (collectively, this “Agreement”). If you do not accept and agree to be bound by all of the terms of this Agreement (including the arbitration provision contained in Section 14), you should not use the Service. We may make changes to this Agreement and to the Service from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on the Service under Settings and also on cozydate.com, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Service or via email or text message. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement. You agree that this Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with Cozy Date, including but not limited to events, agreements, and conduct preceding your acceptance of this Agreement. 2. Eligibility. You must be at least 18 years of age and reside in the United States to create an account on Cozy Date and use the Service. By creating an account and using the Service, you represent and warrant that: you can form a binding contract with Cozy Date, you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction–meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition, you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry. 3. Your Account. In order to use Cozy Date, you can create an Account via manual registration. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy. You are responsible for maintaining the confidentiality of your login credentials you use to sign up for Cozy Date, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately contact cozydate@leonhardllc.com You may not access, tamper with, or use non-public areas of the App or our systems. Certain portions of the App may not be accessible if you have not registered for an Account. 4. Modifying the Service and Termination. Cozy Date is always striving to improve the Service and bring you additional functionality that you will find engaging and useful. This means we may add new product features or enhancements from time to time as well as remove some features, and if these actions do not materially affect your rights or obligations, we may not provide you with notice before taking them. We may even suspend the Service entirely, in which event we will notify you in advance unless extenuating circumstances, such as safety or security concerns, prevent us from doing so. You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service. Cozy Date may terminate your account at any time without notice if it believes that you have violated this Agreement. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and Cozy Date: Section 4, Section 5, and Sections 11 through 18. TODO(leonhard) Ask lawyer to review these exclusions. Specifically, section 8 and the prohibition of creating a new account after account termination. And others. 5. Safety; Your Interactions with Other Users. Though Cozy Date strives to encourage a respectful user experience through features like the double opt-in that only allows users to communicate if they have both indicated interest in one another, it is not responsible for the conduct of any user on or off of the Service. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Service or meet in person. In addition, you agree to review Cozy Date’s Dating Etiquette Guide prior to using the Service and follow it while using the Service and while interacting with other users of the Service. You agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money to other users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT COZY DATE DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. COZY DATE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS. COZY DATE RESERVES THE RIGHT TO CONDUCT – AND YOU AGREE THAT COZY DATE MAY CONDUCT - ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME. 6. Rights Cozy Date Grants You. Cozy Date grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Service. This license is for the sole purpose of letting you use and enjoy the Service’s benefits as intended by Cozy Date and permitted by this Agreement. Therefore, you agree not to: use the Service or any content contained in the Service for any commercial purposes without our written consent. copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Service without Cozy Date’s prior written consent. express or imply that any statements you make are endorsed by Cozy Date. use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents. use the Service in any way that could interfere with, disrupt or negatively affect the Service or the servers or networks connected to the Service. upload viruses or other malicious code or otherwise compromise the security of the Service. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service. “frame” or “mirror” any part of the Service without Cozy Date’s prior written authorization. use meta tags or code or other devices containing any reference to Cozy Date or the Service (or any trademark, trade name, service mark, logo or slogan of Cozy Date) to direct any person to any other website for any purpose. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so. use or develop any third-party applications that interact with the Service or other users’ Content or information without our written consent. use, access, or publish the Cozy Date application programming interface without our written consent. probe, scan or test the vulnerability of our Service or any system or network. encourage or promote any activity that violates this Agreement. The Company may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including termination of your account. Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings. 7. Rights You Grant Cozy Date. By creating an account, you grant to Cozy Date a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information you post, upload, display or otherwise make available (collectively, “post”) on the Service or transmit to other users (collectively, “Content”). Cozy Date’s license to your Content shall be non-exclusive, except that Cozy Date’s license shall be exclusive with respect to derivative works created through use of the Service. For example, Cozy Date would have an exclusive license to screenshots of the Service that include your Content. In addition, so that Cozy Date can prevent the use of your Content outside of the Service, you authorize Cozy Date to act on your behalf with respect to infringing uses of your Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your Content is taken and used by third parties outside of the Service. Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other Cozy Date users). You agree that all information that you submit upon creation of your account is accurate and truthful and you have the right to post the Content on the Service and grant the license to Cozy Date above. You understand and agree that we may monitor or review any Content you post as part of a Service. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement or may harm the reputation of the Service. When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account. In consideration for Cozy Date allowing you to use the Service, you agree that we, our affiliates, and our third-party partners may place advertising on the Service. By submitting suggestions or feedback to Cozy Date regarding our Service, you agree that Cozy Date may use and share such feedback for any purpose without compensating you. You agree that Cozy Date may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person. 8. Community Rules. By using the Service, you agree that you will not: use the Service for any purpose that is illegal or prohibited by this Agreement. use the Service for any harmful or nefarious purpose. use the Service in order to damage Cozy Date. violate our Community Guidelines, as updated from time to time. spam, solicit money from or defraud any users. impersonate any person or entity or post any images of another person without his or her permission. bully, “stalk,” intimidate, assault, harass, mistreat or defame any person. post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right. post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence. post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual. solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission. use another user’s account. create another account if we have already terminated your account, unless you have our permission. Cozy Date reserves the right to investigate and/ or terminate your account if you have violated this Agreement, misused the Service or behaved in a way that Cozy Date regards as inappropriate or unlawful, including actions or communications that occur on or off the Service. 9. Other Users’ Content. Although Cozy Date reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the user who posts it, and Cozy Date cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it within the Service or via cozydate@leonhardllc.com. 10. DIGITAL MILLENNIUM COPYRIGHT ACT Cozy Date has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act (the "DMCA"). If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please submit a notification alleging such infringement ("DMCA Takedown Notice") including the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Any DMCA Takedown Notices should be sent to: cozydate@leonhardllc.com Cozy Date will terminate the accounts of repeat infringers. 11. Disclaimers. COZY DATE PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COZY DATE DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICE WILL BE ACCURATE. COZY DATE TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK. COZY DATE DISCLAIMS AND TAKES NO RESPONSIBILITY FOR ANY CONDUCT OF YOU OR ANY OTHER USER, ON OR OFF THE SERVICE. 12. Third Party Services. The Service may contain advertisements and promotions offered by third parties and links to other web sites or resources. Cozy Date is not responsible for the availability (or lack of availability) of such external websites or resources. If you choose to interact with the third parties made available through our Service, such party’s terms will govern their relationship with you. Cozy Date is not responsible or liable for such third parties’ terms or actions. 13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COZY DATE, ITS AFFILIATES, EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH OR FOLLOWING USE OF THE SERVICE; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, EVEN IF COZY DATE HAS BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL COZY DATE’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO COZY DATE DURING THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU FIRST FILE A LAWSUIT, ARBITRATION OR ANY OTHER LEGAL PROCEEDING AGAINST COZY DATE, WHETHER IN LAW OR IN EQUITY, IN ANY TRIBUNAL. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICE, AND THIS AGREEMENT. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 13 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. 14. Arbitration and Class Action Waiver. - IMPORTANT - PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms of Use (including any alleged breach thereof), the Service, or the Website shall be BINDING ARBITRATION administered by the American Arbitration Association under the Consumer Arbitration Rules. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding. By using the Website or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or state courts located in California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. 15. Governing Law. Except where our arbitration agreement is prohibited by law, the laws of California, U.S.A., without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with Cozy Date. Notwithstanding the foregoing, the Arbitration Agreement in Section 14 above shall be governed by the Federal Arbitration Act. 16. Venue. Except for claims that may be properly brought in a small claims court of competent jurisdiction in the county in which you reside or in California, all claims arising out of or relating to this Agreement, to the Service, or to your relationship with Cozy Date that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of California, U.S.A. You and Cozy Date consent to the exercise of personal jurisdiction of courts in the State of California and waive any claim that such courts constitute an inconvenient forum. 17. Indemnity. All the actions you make and information you post on Cozy Date remain your responsibility. Therefore, you agree to indemnify, defend, release, and hold us, and our partners, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with: any negligent acts, omissions or wilful misconduct by you; your access to and use of the Service; the uploading or submission of Content to the Service by you; any breach of these Terms by you; and/or your violation of any law or of any rights of any third party. We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim. 18. Entire Agreement; Other. This Agreement, along with the Privacy Policy, the Dating Etiquette Guide, and any terms disclosed to you contains the entire agreement between you and Cozy Date regarding your relationship with Cozy Date and the use of the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of Cozy Date to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your Cozy Date account is non-transferable and all of your rights to your account and its Content terminate upon your death. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement and you may not make any representations on behalf of or bind Cozy Date in any manner. 19. Miscellaneous Intellectual Property Below is a non-exhaustive list of trademarks and service marks owned by Leonhard, LLC related to the Cozy Date brand. You may not use the below marks without authorization from Leonhard, LLC. If granted authorization and you use the below marks in publications distributed only in the United States, include the appropriate ™ or © symbol on at least the first use and on those subsequent uses where the marks appear prominently. For publications distributed outside the United States, use of the ™ notice symbol is acceptable. It is also appropriate to use, instead of the trademark symbols, the trademark legends in the forms listed below: Sample trademark legends: 1) For registered trademarks: Cozy Date is the exclusive registered trademark of Leonhard, LLC, and is used with permission. 2) For unregistered trademarks: Cozy Date is the exclusive trademark of Leonhard, LLC, and is used with permission. Cozy Date logo: For the Cozy Date logo, please also indicate that the logo is copyright-protected. This can be done through either the combination symbol “™&© Leonhard, LLC”, or the following legend (in addition to the above trademark legend): Copyright [year of first publication] Leonhard, LLC. All rights reserved. Used with permission. The omission of a product, service name or logo from the below list does not constitute a waiver of any trademark or other intellectual property rights related to that product, name or logo. If you see a website or app that uses a Leonhard, LLC trademark inappropriately, we would like to hear about it. Report inappropriate use of a Leonhard, LLC trademark to cozydate@leonhardllc.com. Trademarks and Service Marks Cozy Date™ Cozy List ™