LAST UPDATE: [7/20/22]

THIS WEBSITE IS OWNED AND OPERATED BY BACKRS, LLC ("BACKRS", "WE", “OUR” AND "US").  ACCESS AND USE OF THIS WEBSITE AND ITS RELATED SERVICES AND WEB PAGES (COLLECTIVELY, THE "SITE") ARE PROVIDED BY BACKRS TO YOU ON CONDITION THAT YOU ACCEPT THESE TERMS OF USE, AND BY ACCESSING OR USING THIS PLATFORM, YOU AGREE TO THESE TERMS OF USE.  IF YOU DO NOT AGREE TO ACCEPT AND ABIDE BY THESE TERMS OF USE YOU SHOULD NOT ACCESS OR USE THIS PLATFORM.

These Terms of Use, the Privacy Policy and all other documents referenced herein, including Our Commitment to Community Safety govern the relationship between you, the Platform visitor ("you") and Backrs with respect to your use of the Platform.  You agree that the agreement formed by these Terms of Use is like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms.  You represent and warrant that you have all necessary right, power and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder.  You must review and accept these Terms of Use before you can use the Platform.  To use the Platform, and to create an account on the Platform, you must be 18 or older (or be 13 or older and have your parent or guardian’s consent).  If you are under 13, you are not permitted to use the Platform or create an account, and your parent or guardian must control and manage any account created on your behalf.

We reserve the right at any time to change: (i) these Terms of Use; (ii) this Platform, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through this Platform or the hours that they are available; (iii) the equipment, hardware or software required to use and access this Platform, and (iv) prices for our products and services.  We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform, or any products or services available on the Platform.

Any changes we make to these Terms of Use will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on this Platform.  Your continued use of this Platform after such notice will be deemed acceptance of such changes.  Be sure to return to this Platform periodically to ensure you are familiar with the most current version of these Terms of Use.

You may not interfere with the security of, or otherwise abuse this Platform or any system resources, services or networks connected to or accessible through this Platform.  You may only use this Platform for lawful purposes.

1. JURISDICTION

If you are residing in a jurisdiction that restricts the ability to enter into agreements such as set out in these Terms of Use, you may not enter into this agreement or use this Platform.

Furthermore, if you are residing in a jurisdiction where it is forbidden by law to participate in the activities or services offered by this Platform, you may not enter into this agreement or use this Platform.  By using this Platform you are explicitly stating that you have verified in your own jurisdiction if your use of this Platform is allowed.

We make no representation that materials in this Platform are appropriate or available for use in all locations.  Those who choose to access the Platform do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

We reserve the right to limit the availability of the Platform, materials, or other products described or offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such services, materials, or other product provided.

2. GENERAL CONDITIONS AND DISCLAIMERS

We reserve the right to refuse service to anyone at any time.  

Backrs shall have no liability for interruptions or omissions in Internet, network or hosting services and does not warrant that the Platform or the services which make this Platform available or electronic communications sent by Backrs are free from viruses or any other harmful elements.  

Any material downloaded or otherwise obtained through the use of this Platform is done at your own discretion and risk.  You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

Occasionally there may be information on our Platform that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update if any information in the Platform or on any related website is inaccurate at any time without prior notice.

We undertake no obligation to update, amend or clarify information in the Platform or on any related website except as required by law. No specified update or refresh date applied in the Platform or on any related website, should be taken to indicate that all information in the Platform or on any related website has been modified or updated.

3. ACCESSING THE PLATFORM AND CONTENT ON THE PLATFORM 

You may access the Platform from an internet browser. Although we are working to ensure that the Platform is compatible across various devices, we cannot guarantee that the  Platform will work with all devices. 

It is your responsibility to ensure that you are able to comply with the relevant system requirements. We accept no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software). Access to parts or all of the Platform and any or all content on the Platform may be restricted from time to time to allow for repairs, maintenance or updating.

It is your responsibility to pay for all costs and expenses (including all telephone call or line charges or Internet service data access) that you may incur using the Platform.

Your use of the  Platform and enjoyment of its features and content hosted or made available through the Platform may vary in functionality, availability and quality depending on the type of device and operating system and any restrictions imposed by our content providers.

4. PRIVACY

Backrs is committed to respecting the privacy of the personal information of the individuals with whom we interact.  We have developed a Privacy Policy to describe our privacy practices and how we collect, use and disclose the personal information of those individuals who visit this Platform.  Please see our Privacy Policy for further information.

5. USER ACCOUNTS AND ACCURACY OF INFORMATION

In order to access and use certain services available on this Platform, you may be required to open and maintain an account ("Account") with us.  You must be 18 or older (or be 13 or older and have your parent or guardian’s permission) to open an Account.  If you are under 13, you are not permitted to use the Platform or create an Account, and your parent or guardian must control and manage any Account created on your behalf.  During the registration process, we will collect personal information that you provide.  All of the information you provide to us or that we collect from you in connection with your use of the Platform will be governed by these Terms of Use and our Privacy Policy. You agree at all times to: (i) provide accurate, current and complete information about yourself as prompted by our registration form or otherwise; and (ii) maintain and update your information (including your e-mail address) to keep it accurate, current and complete.  You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we may terminate your Account and your ability to use this Platform and, in our sole discretion, to report you to the appropriate authorities.

You understand and agree that, in addition to the foregoing restrictions, we reserve the right to change, remove, alter or delete any Account at any time and for any reason in our sole discretion.  You will be responsible for the confidentiality and use of your username and password and agree not to transfer your right to use or access this Platform via your username or password to any third person.

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

You agree to notify us immediately of any unauthorized use, theft or misappropriation of your Account, username, or password.  We shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

Information submitted by users will be transmitted to and shared with third parties that may be located in other countries, in order to provide services to such users, including but not limited to transaction processing and fraud prevention.

6. USER RESPONSIBILITIES

You agree: 

(a) that you will not use the Platform for any illegal purpose or in any way that interrupts, damages, or impairs the service provided by the Platform, 

(b) to comply with our Commitment to Community Safety, 

(c) that you will not access or attempt to access the Accounts of other users of the Platform, 

(d) that you will not impersonate any person, or misrepresent your identity or affiliation with any person, 

(e) not to harass, bully, stalk, intimidate, assault, defame, harm, or otherwise mistreat any person,

(f) use the Platform in relation to fraud, a pyramid scheme, or other similar practice,

(g) not to post or transmit through the Platform any User Content which is or could reasonably be viewed as (i) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise, (ii) inciting violence, or containing nudity or graphic or gratuitous violence, (iii) an unauthorized commercial communication of any kind (including, without limitation, spam), (iv) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind, (v) infringing, or violating someone else’s rights or otherwise violating the law, (vi) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy, or (viii) containing software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Platform, or any computer software or hardware or telecommunications equipment, 

(h) that any content you post or upload to the Platform or otherwise make available via the Platform is owned by you and does not breach the requirements set out in subsections (e)(i)-(viii) above, 

(i) to refrain from doing anything which is defamatory, offensive, damaging or which we believe might damage our reputation, or that of the Platform, or a provider of services accessed through the Platform, 

(j) not to copy the Platform or copy or share any User Content on the Platform (which includes, without limitation, sharing User Content outside the particular group on the Platform where the User Content is shared) except where such copying is incidental to the normal non-commercial use of the Platform, or where it is necessary for the purpose of back-up or operational security, 

(k) not to make alterations to, or modifications of, the whole or any part of the Platform or any content on the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, 

(l) not to infringe our intellectual property or our licensors’ intellectual property in relation to your use of the Platform,

(m) that you are solely responsible for your interactions with other users and users through the Platform, 

(n) that you will not collect other users’ content or information, or otherwise access the Platform, using automated means (such as harvesting bots, robots, spiders or scraping techniques) or otherwise, without our prior written permission, 

(o) that any User Content you upload or post to the Platform (with the exception of private messages, which are confidential in nature) will be considered non-confidential and non-proprietary and that such content may be viewable by any users of the Platform (whether registered or unregistered), 

(p) to compensate and defend us fully against any claims or legal proceedings brought against us by any person as a result of your breach of these Terms, 

(q) to keep your password secure at all times and not to disclose your password to any other person, 

(r) not to allow any other person to use or access your Account; and 

(s) to comply with all laws applicable to you.

Our community may flag content that is copyrighted, offensive, or otherwise in violation of the foregoing responsibilities.  We reserve the right to terminate or suspend your account in the event you fail to comply with any of the foregoing responsibilities.

7. USER CONTRIBUTIONS

The Platform may allow you to submit, communicate, upload, or otherwise make available ideas, suggestions, messages, documents, proposals, photographs, audio, video, and other content (“User Content”), which may be accessible and viewable by other users of the Platform and used by Backrs in accordance with our Privacy Policy. You alone are responsible for your User Content, and once published, it cannot always be withdrawn. You assume all risks associated with your User Content, including anyone’s reliance on its accuracy and your right to publish it. You represent that you own, or have the necessary permissions to use and authorize the use of your User Content as described herein. You may not imply that your User Content is in any way sponsored or endorsed by Backrs.

We may use your User Content in a number of different ways, including publicly displaying and reformatting it. As such, you hereby irrevocably grant us, our licensees and any third parties and other users of the Platform (each as we determine) a world-wide, perpetual, irrevocable, non-exclusive, royalty-free, transferable, sublicensable license to use, store and copy your User Content and to distribute it and make it available to third parties via any and all media, including without limitation, the right for us to upload and make available and to authorize third parties to upload and make available, such content on third party Platform and services, including social media applications and channels such as Facebook, Twitter, Pinterest, YouTube, and Instagram without limit as to time, manner, and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. You also irrevocably granter the users of the Platform the right to access your User Content in connection with their use of the Platform. Finally, you irrevocably waive, and cause to be waived, against Backrs and its users, any claims and assertions of moral rights or attribution with respect to User Content. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of User Content.

We reserve the right to moderate, remove, screen, edit, or reinstate your User Content from time to time in accordance with Our Commitment to Community Safety and otherwise at our sole discretion and without notice to you, including, without limitation, when your User Content is factually inaccurate. We also reserve the right to terminate an Account if we believe a user is posting infringing material or has violated Our Commitment to Community Safety or these Terms.  

By submitting User Content to Backrs through its suggestion or feedback webpages, via email, or otherwise, you acknowledge and agree that: (a) User Content does not contain confidential or proprietary information; (b) Backrs may have something similar to the User Content already under consideration or in development; (c) We have no obligation to retain or provide you with copies of user Content, nor do we guarantee any confidentiality with respect to your User Content.

You understand that User Content (not including credit card information) and account information may be transferred unencrypted and involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.  Credit card information is always encrypted during transfer over networks.

7. PERSONAL USE ONLY

This Platform is only for personal or internal business use.  You may not use this Platform in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion.

8. CODE OF CONDUCT

You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Backrs’ computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use.  While using this Platform you agree to comply with all applicable laws, rules and regulations (including, but not limited to, laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation).  You shall not interfere with or disrupt the Platform, our servers or our networks, or take any action that imposes unreasonably or disproportionately large load on our infrastructure.

We do not tolerate inappropriate content or behavior on the Platform.  We encourage you to report any inappropriate User Content or misconduct by other users.  You can report a user directly through the “Report a Concern” link on a user’s profile or by contacting us using the Contact Us form on the Platform.

Though we strive to encourage a respectful user experience, we are not responsible for the conduct of any user on or off the Platform.  You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Platform or meet in person.

9. COPYRIGHT INFRINGEMENT

If you know or suspect that any of the materials on the Platform have been used or copied in a way that constitutes copyright infringement, please send notice to our designated agent identified below.  According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), your notice must comply with the following requirements:

• A physical or electronic signature of the copyright owner or 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 Platform are covered by a notification, a representative list of such works at that Platform;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• Information reasonably sufficient to permit us to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted;

• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owners, 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 authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The designated agent for notice of copyright infringement claims may be reached by sending an email to marni.pastor@backrs.com.

The preceding information is provided exclusively for notifying us that your copyrighted material may have been infringed.  All other inquiries, such as product related questions and requests or concerns regarding improper postings and/or content, will not receive a response through this process.

10 AVAILABILITY

While we endeavor to keep downtime to a minimum, we cannot promise that this Platform will be uninterrupted, secure or error-free.  We reserve the right to interrupt/suspend this Platform, or any part thereof, with or without prior notice for any reason and you shall not be entitled to any refunds of fees for interruption of this Platform.

11. CURRENCY OF WEBSITE

Backrs updates the information on this Platform periodically.  However, Backrs cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Platform.  Backrs may revise, supplement or delete information, services and/or the resources contained in this Platform and reserves the right to make such changes without prior notification to past, current or prospective visitors.

12. LINKED WEBSITES 

This Platform may provide links to third party websites for your convenience only.  The inclusion of these links does not imply that Backrs monitors or endorses these websites or their respective practices.  Backrs does not accept any responsibility for such websites.  Backrs shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party websites or linked resources.  These Terms of Use and our Privacy Policy do not apply to your use of any third party websites, so be sure to review any applicable terms and policies of third party Platforms.

13. INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Platform.  Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Platform.

Backrs shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Platform or your downloading of any user materials or other content from this Platform.  Backrs recommends that you install appropriate anti-virus or other protective software.

14. OUR MATERIALS

This Platform is owned and operated by Backrs in conjunction with others pursuant to contractual arrangements.

Unless otherwise specified, all materials appearing on this Platform, including the text, Platform design, logos, graphics, icons, and images, as well as the selection, assembly and arrangement thereof, are the sole property of Backrs and its licensors.  ALL RIGHTS RESERVED.   To the best of our knowledge, the Platform does not include any third party intellectual property.

Backrs may make certain content, software or other electronic materials (including all files, text, URLs, video, audio and images contained in or generated by such materials, and accompanying data) (collectively " Backrs Materials") available to you from this Platform, from time to time.  If you download or use Backrs Materials, you agree that such materials are licensed for your limited personal use only and not sold or assigned and: (i) may only be used for your personal and non-commercial use, (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without Backrs' prior written permission, and (iii) shall be only be used in compliance with any additional license terms accompanying such materials.  Backrs does not transfer either the title or the intellectual property rights to the Backrs Materials, and retains full and complete title to the Backrs Materials as well as all intellectual property rights therein.  You agree not to sell, share, redistribute, or reproduce the Backrs Materials.  You further agree not to decompile, reverse-engineer, disassemble, or otherwise convert any compiled Backrs Materials into a human-perceivable form.  Backrs or its licensors own all related trademarks and logos, and you agree not to copy or use them in any manner.

All rights not expressly granted herein are reserved by Backrs.  Any unauthorized use of the materials appearing on this Platform may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

This Platform, (including its organization and presentation and Backrs Materials) is the property of Backrs and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names and other similar rights.

15.  DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF PLATFORM USERS.  BACKRS RESERVES THE RIGHT TO CONDUCT - AND YOU AUTHORIZE BACKRS TO CONDUCT - ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENING (INCLUDING SEX OFFENDER REGISTER SEARCHES) AT ANY TIME USING AVAILABLE PUBLIC RECORDS AND BACKRS’ THIRD PARTY BACKGROUND CHECK SERVICES PROVIDER, AND YOU AGREE THAT ANY INFORMATION YOU PROVIDE MAY BE USED FOR THAT PURPOSE.  IF WE DECIDE TO CONDUCT ANY SCREENING THROUGH A CONSUMER REPORTING AGENCY, YOU HEREBY AUTHORIZE US TO OBTAIN AND USE A CONSUMER REPORT ABOUT YOU TO DETERMINE YOUR ELIGIBILITY UNDER THESE TERMS.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS.  BACKGROUND CHECKS AND OTHER SCREENINGS DO NOT GUARANTEE YOUR SAFETY AND ARE NOT A SUBSTITUTE FOR FOLLOWING OUR COMMITMENT TO COMMUNITY SAFETY AND OTHER SENSIBLE SAFETY PRECAUTIONS.  ALWAYS USE YOUR BEST JUDGMENT AND TAKE APPROPRIATE SAFETY PRECAUTIONS WHEN COMMUNICATING WITH OR MEETING NEW PEOPLE.  COMMUNICATIONS RECEIVED THROUGH THE PLATFORM MAY RESULT FROM USERS ENGAGING WITH THE PLATFORM FOR IMPROPER PURPOSES, INCLUDING FRAUD, ABUSE, HARASSMENT, OR OTHER SUCH IMPROPER BEHAVIOR.

BACKRS TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS, OR RECEIVES THROUGH THE PLATFORM, NOR DOES BACKRS TAKE ANY RESPONSIBILITY FOR THE IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF ANY USERS WITH WHOM YOU MAY COMMUNICATE THROUGH THE PLATFORM.

THIS PLATFORM, THE SERVICES BACKRS PROVIDES, AND THE BACKRS MATERIALS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  BACKRS DOES NOT REPRESENT OR WARRANT THAT THIS PLATFORM, THE SERVICES, OR THE BACKRS MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE-TO-STATE.

16. LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS PLATFORM AND THE BACKRS MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL BACKRS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS PLATFORM, THE BACKRS MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, OR, IN THE EVENT YOU MAKE A FINANCIAL CONTRIBUTION TO A PROTEGE, THE PROTEGE'S USE OF YOUR FINANCIAL CONTRIBUTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

17. INDEMNIFICATION 

You agree to, upon request, defend, indemnify and hold us harmless from any and all liabilities, claims, losses and expenses, including attorneys' fees, which arise directly or indirectly from, or relate to: (1) any breach of these Terms of Use for which you are responsible; (2) your use of this Platform; (3) your violation, infringement, or misappropriation of the intellectual property, proprietary or other rights of any third party, or (4) your User Content or your conduct towards other users, whether on or off the Platform.  Backrs reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the prior written consent of Backrs.  This indemnification section will survive any termination or expiration of these Terms of Use.

18. CONTACTING BACKRS

If you need to contact us regarding this Platform or these Terms of Use, please e-mail us at support@backrs.com. You can also contact us via telephone at 347-931-6293.

19. MISCELLANEOUS

These Terms of Use are governed by and construed in accordance with the laws of the State of Ohio and the United States of America, without regards to their respective principles of conflicts of law.  You agree to the exclusive personal jurisdiction by the federal and state courts located in the State of Ohio, United States of America, in any matter arising from or related to these Terms of Use and your use of the Platform and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use set out the entire agreement between us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements between us.  These Terms of Use are not assignable, transferable or sub-licensable by you except with Backrs’ prior written consent.  These Terms of Use provide only for the use of this Platform. These Terms of Use shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

15915348 v1