Effective Date: December 1, 2022

These Terms of Use (“Terms”) govern your use of samarity.org (the “Website”), which is operated by Samarity Inc. (“Samarity”, “we”, “us”, “our”).

These Terms set forth a legally binding agreement between you and Samarity and govern your use of the Website; these Terms limit Samarity's liability to you and require you to indemnify us. Please note that these Terms do not affect your mandatory statutory rights under applicable laws, to the extent that such rights apply to you and cannot be limited or excluded. If you do not agree to these Terms, do not use the Website.

These Terms are subject to change without notice, in our sole discretion. Changes to these Terms will be in effect as of the date at the top of this page. Your continued use of the Website after the listed Effective Date constitutes your acceptance and agreement to such changes.

1. OWNERSHIP AND USE OF THE WEBSITE AND MATERIALS.

Intellectual Property. The Website may contain materials and other items relating to Samarity, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Website including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”), are owned and controlled by Samarity, our licensors or certain other parties. All rights, title, and interest in and to the Materials available via the Website are the property of Samarity or our licensors or certain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible.

Limited License. Subject to your strict compliance with these Terms, Samarity grants you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to display, view, use, or play the Website or Materials on a personal device. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Reservation of Rights. All rights not expressly granted to you are reserved by Samarity and its licensors. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Website and Materials for any purpose is prohibited.

Account Registration. If you register an account on the Website, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your account. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.

2. OTHER ONLINE SERVICES.

Portions of the Website may link to other websites, platforms, and apps that we do not control (“Other Online Services”). We are not responsible for Other Online Services or their content, advertisement(s), apps, or websites. Similarly, we may make ads and non-Samarity content or services available to you on or via the Website. Please note that Other Online Services have their own privacy policies and terms of use and Samarity is not responsible or liable for these policies or terms.

3. BUSINESS TRANSACTIONS.

We reserve the right to sell or transfer any information we obtain through the Website in connection with any joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to a reorganization, liquidation, or any other business transaction, including negotiations of such transactions).

4. RESTRICTIONS AND PROHIBITED USES.

You agree that you will not engage in:

• Violating the rights of Samarity or others

• Modifying, or creating derivative works based on, content on the Website

• Using the content in any manner: (a) suggesting an association with any other products, services, or brands, (b) that is likely to cause confusion among users, (c) that disparages or discredits Samarity, (d) that is otherwise exploitative for any commercial purpose, or (e) that otherwise infringes our intellectual property rights

• Developing functionally similar products or services to the Website

• Copying, modifying, reproducing, archiving, selling, leasing, renting, exchanging, creating derivative works from, publishing by hard copy or electronic means, publicly performing, displaying, disseminating, distributing, broadcasting, retransmitting, circulating, or transferring to any other party, or otherwise use or exploit content in the Website in any way for any purpose except as specifically permitted by these Terms

• Violating the law, contracts between you and us or our vendors, or engaging in fraudulent behavior

• Using unauthorized technical tools or circumventions or exploiting the Website design

• Using, or facilitating the use of, any unauthorized third-party software (e.g., bots, mods, hacks, scripts) to modify or automate operation within the Website whether for yourself or for a third party

• Downloading content to a database for any reason

• Decomposing, disassembling, or reverse engineering any part of the Website, or otherwise use the Website for any purpose other than those provided for by us and in conjunction with the operations of the Website

• Attempting to circumvent any restriction in the Website based upon geography or other restriction imposed by us

• Interfering with or circumventing any security feature

• Attempting or gaining unauthorized access to any network or computer through the Website

• Harvesting, scraping, or otherwise collecting or storing any content or information, including personal information, from the Website

• Engaging with controls that is against the Website intended design. This includes not exploiting bugs

You will not submit the personal information of another individual to Samarity without that person's express consent and authorization. You agree that if you submit any personal information of another person to Samarity or to the Website, you represent and warrant that you are authorized to provide that individual's personal information to Samarity.

5. WEBSITE ACCURACY AND AVAILABILITY.

We do not warrant that specifications, pricing, or other content on the Website are complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of the Website, and (except as otherwise set out in these Terms) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of the Website.

6. DISPUTE TERMS.

If a dispute arises between you and Samarity, we strongly encourage you to first contact us directly at [email protected] to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

YOU AND SAMARITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND SAMARITY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

7. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SAMARITY AND THEIR DIRECT AND INDIRECT PARENTS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “SAMARITY PARTIES”) HEREBY DISCLAIM AND MAKE NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE WEBSITE, MATERIALS, OR OTHER SAMARITY PRODUCTS OR SERVICES, EXCEPT AS SET FORTH BELOW.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE SAMARITY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

8. LIMITATIONS OF OUR LIABILITY.

AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE SAMARITY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Website, Materials, or other Samarity products or services.

The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the Samarity Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Website).

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAMARITY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEBSITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID SAMARITY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).

9. GENERAL PROVISIONS.

Governing Law. These Terms of Use shall be governed by the laws of the State of Delaware, exclusive of choice of law provisions. You consent to the personal jurisdiction of any state or federal court located within the State of Delaware and waive any objection to and agree not to assert any defense based on jurisdiction or venue.

Notice. Any notice required or contemplated hereunder shall be in writing and shall be delivered to [email protected].

Severability. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.

Assignment. These Terms and all of your rights and obligations under the Terms are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms or any of our rights and obligations under them.

Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the Website and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms.

We also reserve the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Website, without limitation, in whole or in part, including the cessation of all activities associated with the Website, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension or discontinuance of the Website or any part thereof. We also reserve the right to charge for use of the Website, in whole or in part, and to change its fees from time to time in its discretion.

No Waiver. Our failure or delay to exercise or enforce any right, remedy, or provision of these Terms or any other legal right will not operate as a waiver of such or any other right, remedy, or provision.

Investigations; Cooperation with Law Enforcement. Samarity reserves the right to investigate and prosecute any suspected or actual violations of these Terms. Samarity may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Website it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the Website constitutes agreement to these Terms as posted, without further action by you.

Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms or any applicable laws or regulations because of any event beyond our reasonable control.

10. CONTACT INFORMATION.

If you have any questions or concerns, you may contact us by emailing hello@samarity.com.