Welcome, and thank you for your interest in Grassroots Marketing (“Grassroots,”

“we,” or “us”) and our website at grassrootsmarketing.us along with our related

websites, networks, applications, and other services provided by us (collectively, the

“Service”). These Terms of Service are a legally binding contract between you and

Grassroots regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE

ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND

UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE

TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING

GRASSROOTS’S PRIVACY POLICY AND ANY ADDITIONAL TERMS AND POLICIES

GRASSROOTS MAY PROVIDE FROM TIME TO TIME (TOGETHER, THESE “TERMS”). If

you are not eligible, or do not agree to the Terms, then you do not have our

permission to use the Service. YOUR USE OF THE SERVICE, AND GRASSROOTS’

PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY

GRASSROOTS AND BY YOU TO BE BOUND BY THESE TERMS.

Please read our Privacy Policy carefully for information relating to our collection,

use, storage, disclosure of your personal information. The Privacy Policy is

incorporated by this reference into, and made a part of, these Terms.

ARBITRATION NOTICE

Except for certain kinds of disputes described in Section 16, you agree that disputes

arising under these Terms will be resolved by binding, individual arbitration, and BY

ACCEPTING THESE TERMS, YOU AND GRASSROOTS ARE EACH WAIVING THE

RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR

REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO

COURT to assert or defend your rights under this contract (except for matters that

may be taken to small claims court). Your rights will be determined by a NEUTRAL

ARBITRATOR and NOT a judge or jury. (See Section 16).

1. Grassroots Service Overview

The Service provides a social media management tool that enables users to release

posts on social platforms at a scheduled time, in addition to other design and

analytics tools to help bolster users’ social media content.

2. Eligibility

You must be at least [18] years old to use the Service. By agreeing to these Terms,

you represent and warrant to us that: (a) you are at least [18] years old; (b) you have

not previously been suspended or removed from the Service; and © your registration

and your use of the Service is in compliance with any and all applicable laws and

regulations. If you are an entity, organization, or company, the individual accepting

these Terms on your behalf represents and warrants that they have authority to bind

you to these Terms and references to you herein (and all of your obligations

hereunder) will refer to such entity and any individual using the Service on such

entity’s behalf.

3. Accounts and Registration

To access most features of the Service, you must register for an account. When you

about yourself, such as your name, email address, or other contact information. You

agree that the information you provide to us is accurate and that you will keep it

accurate and up-to-date at all times. When you register, you will be asked to provide

a password. You are solely responsible for maintaining the conﬁdentiality of your

account and password, and you accept responsibility for all activities that occur

under your account. If you believe that your account is no longer secure, then you

must immediately notify us.

4. General Payment Terms

Premium features of the Service will require you to pay fees upon registering for the

applicable premium service. Before you pay any fees, you will have an opportunity to

review and accept the fees that you will be charged. All fees are in U.S. Dollars and

are non-refundable. Fees vary based on the plan, with different pricing schemes for

individual users and organizations.

4.1 Price

Grassroots reserves the right to determine pricing for the Service. Grassroots will

make reasonable efforts to keep pricing information published on the website up to

date. We encourage you to check our website periodically for current pricing

information, located here: grassrootsmarketing.us/mathnasium. Grassroots may

change the fees for any feature of the Service, including additional fees or charges, if

Grassroots gives you advance notice of changes before they apply. Grassroots, at its

sole discretion, may make promotional offers with different features and different

pricing to any of Grassroots’s customers. These promotional offers, unless made to

you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize Grassroots to charge all sums for the orders that you make and any

level of Service you select as described in these Terms or published by Grassroots,

to the payment method speciﬁed in your account. If you pay any fees with a credit

card, Grassroots may seek pre-authorization of your credit card account prior to your

purchase to verify that the credit card is valid and has the necessary funds or credit

available to cover your purchase.

4.3 Subscription Service and Cancellation Policy

The Service may include automatically recurring payments for periodic charges

(“Subscription Service”). If you activate a Subscription Service, you authorize

Grassroots to periodically charge, on a going-forward basis and until cancellation of

either the recurring payments or your account, all accrued sums on or before the

payment due date for the accrued sums. The “Subscription Billing Date” is the date

when you purchase your ﬁrst subscription to the Service. For information on the

“Subscription Fee”, please see our Pricing page. Your account will be charged

automatically on the Subscription Billing Date all applicable fees for the next

subscription period. The subscription will continue unless and until you cancel your

subscription or we terminate it. You must cancel your subscription before it renews

in order to avoid billing of the next periodic Subscription Fee to your account. We will

bill the periodic Subscription Fee to the payment method you provide to us during

registration (or to a different payment method if you change your payment

information).

4.4 Delinquent Accounts

Grassroots may suspend or terminate access to the Service for any account for

which any amount is due but unpaid. In addition to the amount due for the Service, a

delinquent account will be charged with fees or charges that are incidental to any

chargeback or collection of any the unpaid amount, including collection fees.

5. Licenses

5.1 Permission to Use

Subject to your complete and ongoing compliance with these Terms, Grassroots

grants you limited, non-transferable, non-sublicensable, revocable permission to

access and use the Service for your personal, internal use during the Term at the

level of service for which you have paid all applicable Fees.

5.2 Restrictions

Except and solely to the extent such a restriction is impermissible under applicable

law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the

Service; (b) make modiﬁcations to the Service; or © interfere with or circumvent any

feature of the Service, including any security or access control mechanism. If you

are prohibited under applicable law from using the Service, you may not use it. You

may not use the Service on behalf of any third party, or in a service bureau or similar

capacity.

5.3 Feedback

If you choose to provide input and suggestions regarding problems with or proposed

modiﬁcations or improvements to the Service (“Feedback”), then you hereby grant

Grassroots an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid,

royalty-free right to exploit the Feedback in any manner and for any purpose,

including to improve the Service and create other products and services.

6. Ownership; Proprietary Rights

The Service is owned and operated by Grassroots. The visual interfaces, graphics,

design, compilation, information, data, computer code (including source code or

object code), products, software, services, templates, and all other elements of the

Service (“Materials”) provided by Grassroots are protected by intellectual property

and other laws. All Materials included in the Service are the property of Grassroots

or its third party licensors. Except as expressly authorized by Grassroots, you may

not make use of the Materials. Grassroots reserves all rights to the Materials not

granted expressly in these Terms.

7. Third Party Terms

7.1 Third Party Services and Linked Websites

Grassroots provides tools through the Service that enable you to import and export

information, including User Content, to and from third party services, including

through features that allow you to link your account on Grassroots with an account

on a third party social network service, such as Twitter or Facebook. By using one of

these tools, you agree that Grassroots may transfer that information to and from the

applicable third party service. Third party services are not under Grassroots’s

control, and Grassroots is not responsible for any third party service’s use of your

exported information. The Service may also contain links to third party websites.

Linked websites are not under Grassroots’s control, and Grassroots is not

responsible for their content.

7.2 Third Party Software

The Service may include or incorporate third party software components that are

generally available free of charge under licenses granting recipients broad rights to

copy, modify, and distribute those components (“Third Party Components”).

Although the Service is provided to you subject to these Terms, nothing in these

Terms prevents, restricts, or is intended to prevent or restrict you from obtaining

Third Party Components under the applicable third party licenses or to limit your use

of Third Party Components under those third party licenses.

8. User Content

8.1 User Content Generally

Certain features of the Service may permit users to upload content to the Service,

including social media posts and other content which may be comprised of

messages, reviews, photos, video, images, data, text, and other types of works (“User

Content”) and to publish User Content on the Service. You retain any copyright and

other proprietary rights that you may hold in the User Content that you post to the

Service. Nevertheless, we need certain permission from you in order to provide the

Service.

8.2 Limited License Grant to Grassroots

By providing User Content to or via the Service, you grant Grassroots a worldwide,

non-exclusive, royalty-free, fully paid right and license (with the right to sublicense)

to host, store, transfer, display, perform, reproduce, modify for the purpose of

formatting for display, and distribute your User Content, in whole or in part, in any

media formats and through any media channels now known or hereafter developed.

8.3 Limited License Grant to Other Users

By providing User Content to or via the Service to other users of the Service, you

grant those users a non-exclusive license to access and use that User Content as

permitted by these Terms and the functionality of the Service.

8.4 User Content Representations and Warranties

Grassroots disclaims any and all liability in connection with User Content. You are

solely responsible for your User Content and the consequences of providing User

Content via the Service. By providing User Content via the Service, you aﬃrm,

represent, and warrant that:

● a) you are the creator and owner of the User Content, or have the necessary

licenses, rights, consents, and permissions to authorize Grassroots and users

of the Service to use and distribute your User Content as necessary to

exercise the licenses granted by you in this Section, in the manner

contemplated by Grassroots, the Service, and these Terms;

b) your User Content, and the use of your User Content as contemplated by

these Terms, does not and will not: (i) infringe, violate, or misappropriate any

third party right, including any copyright, trademark, patent, trade secret, moral

right, privacy right, right of publicity, or any other intellectual property or

proprietary right; (ii) slander, defame, libel, or invade the right of privacy,

publicity or other property rights of any other person; or (iii) cause Grassroots

to violate any law or regulation; and

c) your User Content could not be deemed by a reasonable person to be

objectionable, profane, indecent, pornographic, harassing, threatening,

embarrassing, hateful, or otherwise inappropriate.

d) your User Content does not and will not contain Hateful Content, a Threat

of Physical Harm, or Harassment

The following serves as a guide to help illustrate generally the types of

content that fall within the scope of Grassroots’s policy on Hateful Content,

Threats of Physical Harm, and Harassment, but is not exhaustive. This

Section 8.4(d) does not limit any of our other rights or remedies provided

herein. For the avoidance of doubt, your User Content may not include, and

Grassroots may remove or refuse to publish or promote any User Content that

violates the terms or policies of any third party platform with which

Grassroots’s Services integrate or interoperate.

Hateful Content includes:

● Any statement, image, photograph, or other content that in our sole judgment

could be reasonably perceived to harm, threaten, demean, promote the

harassment of, promote the intimidation of, or promote the abuse of others

for any reason, including by reason of race, gender or gender identity, national

origin, sexual orientation, religion, or otherwise.

● A Threat of Physical Harm includes:

● Any statement, photograph, advertisement, or other content that in our sole

judgment could be reasonably perceived to threaten, advocate, or incite

physical harm to or violence against others, including references to current or

historical ﬁgures or groups that are known for purporting such content, such

as the Ku Klux Klan, Nazi Party, and the like.

● Harassment includes:

● Revealing someone’s personal information, also known as “doxxing”.

● Online stalking, and bullying.

● Wishes for physical harm directed at a person or persons.

● Incitement of others to any of the previous items.

● We reserve the right to suspend or terminate accounts and remove individual

posts which contain Hateful Content, a Threat of Physical Harm, or

Harassment.

We also may suspend or terminate your account if we determine, in our sole

discretion, that you are either:

● An organization which has publicly stated or acknowledged that its goals,

objectives, positions, or founding tenets include statements or principles that

could be reasonably perceived to advocate, encourage, or sponsor Hateful

Content, Harassment, or A Threat of Physical Harm.

● A person or organization that has acted in such a way as could be reasonably

perceived to support, condone, encourage, or represent Hateful Content,

Harassment, or A Threat of Physical Harm.

Notwithstanding the foregoing, we reserve the right to screen, remove, edit, or block

any User Content we ﬁnd in violation of the Terms or that we ﬁnd, in our sole

discretion to be otherwise objectionable, at our sole discretion.

8.5 User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users

post or publish, and will not be in any way responsible or liable for User Content.

Grassroots may, however, at any time and without prior notice, screen, remove, edit,

or block any User Content that in our sole judgment violates these Terms or is

otherwise objectionable. You understand that when using the Service you will be

exposed to User Content from a variety of sources and acknowledge that User

Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive,

and do waive, any legal or equitable right or remedy you have or may have against

Grassroots with respect to User Content. If notiﬁed by a user or content owner that

User Content allegedly does not conform to these Terms, we may investigate the

allegation and determine in our sole discretion whether to remove the User Content,

which we reserve the right to do at any time and without notice. For clarity,

Grassroots does not permit copyright-infringing activities on the Service.

8.6 Monitoring Content

Grassroots does not control and does not have any obligation to monitor: (a) User

Content; (ii) any content made available by third parties; or (iii) the use of the Service

by its users. You acknowledge and agree that Grassroots reserves the right to, and

may from time to time, monitor any and all information transmitted or received

through the Service for operational and other purposes. If at any time Grassroots

chooses to monitor the content, Grassroots still assumes no responsibility or liability

for content or any loss or damage incurred as a result of the use of content. During

monitoring, information may be examined, recorded, copied, and used in accordance

with our Privacy Policy.

9. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

● use the Service for any illegal purpose or in violation of any local, state,

national, or international law;

● violate, or encourage others to violate, any right of a third party, including by

infringing or misappropriating any third party intellectual property right;

● interfere with security-related features of the Service, including by: (i)

disabling or circumventing features that prevent or limit use or copying of any

content; (ii) reverse engineering or otherwise attempting to discover the

source code of any portion of the Service except to the extent that the activity

is expressly permitted by applicable law; or (iii) hacking, password “mining” or

using any other illegitimate means of interference;

● modify or create derivatives of any part of the Service;

● interfere with the operation of the Service or any user’s enjoyment of the

Service, including by: (i) uploading or otherwise disseminating any virus,

adware, spyware, worm, or other malicious code; (ii) making any unsolicited

offer or advertisement to another user of the Service; (iii) collecting personal

information about another user or third party without consent; or (iv)

interfering with or disrupting any network, equipment, or server connected to

or used to provide the Service;

● perform any fraudulent activity including impersonating any person or entity,

claiming a false aﬃliation, accessing any other Service account without

permission, or falsifying your age or date of birth;

● take action that imposes an unreasonable or disproportionately large load on

the infrastructure of the Service of Grassroots’s systems or networks, or any

systems or networks connected to the Service or Grassroots;

● sell or otherwise transfer the access granted under these Terms or any

Materials (as deﬁned in Section 6) or any right or ability to view, access, or use

any Materials; or

● attempt to do any of the acts described in this Section 9 or assist or permit

any person in engaging in any of the acts described in this Section 9.

10. Digital Millennium Copyright Act

10.1 DMCA Notiﬁcation

We comply with the provisions of the Digital Millennium Copyright Act applicable to

Internet service providers (17 U.S.C. §512, as amended).

Any notice alleging that materials hosted by or distributed through the Service

infringe intellectual property rights must include the following information:

● an electronic or physical signature of the person authorized to act on behalf

of the owner of the copyright or other right being infringed;

● a description of the copyrighted work or other intellectual property that you

claim has been infringed;

● a description of the material that you claim is infringing and where it is

located on the Service;

● your address, telephone number, and email address;

● a statement by you that you have a good faith belief that the use of the

materials on the Service of which you are complaining is not authorized by the

● a statement by you that the above information in your notice is accurate and

that, under penalty of perjury, you are the copyright or intellectual property

owner or authorized to act on the copyright or intellectual property owner’s

behalf.

10.2 Repeat Infringers

It is Grassroots’s policy to promptly terminate the accounts of users that are

determined by Grassroots to be repeat infringers.

11. Modiﬁcation of these Terms

We reserve the right to change these Terms on a going-forward basis at any time.

Please check these Terms periodically for changes. Modiﬁcations will become

effective upon the earlier of (a) your acceptance of the modiﬁed Terms, (b) your use

of the Service with actual knowledge of the modiﬁed Terms, or © thirty (30) days

following our publication of the modiﬁed Terms through the Service. Except as

expressly permitted in this Section 11, these Terms may be amended only by a

written agreement signed by authorized representatives of the parties to these

Terms. Disputes arising under these Terms will be resolved in accordance with the

version of these Terms that was in effect at the time the dispute arose.

12. Term, Termination and Modiﬁcation of the Service

12.1 Term

These Terms are effective beginning when you accept the Terms or ﬁrst download,

install, access, or use the Service, and ending when terminated as described in

Section 12.2.

12.2 Termination

If you violate any provision of these Terms, your authorization to access the Service

and these Terms automatically terminate. In addition, Grassroots may, at its sole

discretion, terminate these Terms or your account on the Service, or suspend or

terminate your access to the Service, at any time for any reason or no reason, with or

without notice. You may terminate your account and these Terms at any time as

provided in Section 4.3 or by contacting customer service at

contact@grassrootsmarketing.us.

12.3 Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must

immediately cease all use of the Service; (b) you will no longer be authorized to

access your account or the Service; © you must pay Grassroots any unpaid amount

that was due prior to termination; and (d) all payment obligations accrued prior to

termination and Sections 5.3, 6, 12.3, 13, 14, 15, 16 and 17 will survive.

12.4 Modiﬁcation of the Service

Grassroots reserves the right to modify or discontinue the Service at any time

(including by limiting or discontinuing certain features of the Service), temporarily or

permanently, without notice to you. Grassroots will have no liability for any change to

the Service or any suspension or termination of your access to or use of the Service.

Premium service fees are not refundable.

13. Indemnity

You are responsible for your use of the Service, and you will defend and indemnify

Grassroots and its oﬃcers, directors, employees, consultants, aﬃliates, subsidiaries

and agents (together, the “Grassroots Entities”) from and against every claim

brought by a third party, and any related liability, damage, loss, and expense,

including reasonable attorneys’ fees and costs, arising out of or connected with: (a)

your use of, or misuse of, the Service; (b) your violation of any portion of these

Terms, any representation, warranty, or agreement referenced in these Terms, or any

applicable law or regulation; © your violation of any third party right, including any

intellectual property right or publicity, conﬁdentiality, other property, or privacy right;

or (d) any dispute or issue between you and any third party. We reserve the right, at

our own expense, to assume the exclusive defense and control of any matter

otherwise subject to indemniﬁcation by you (without limiting your indemniﬁcation

obligations with respect to that matter), and in that case, you agree to cooperate

with our defense of those claims.

14. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE

SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Grassroots

DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,

RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE

THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET

ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF

COURSE OF DEALING, USAGE, OR TRADE. Grassroots DOES NOT WARRANT THAT

THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR

CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE,

OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND

Grassroots DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE

CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU

FROM THE SERVICE OR GRASSROOTS ENTITIES OR ANY MATERIALS OR CONTENT

AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING

ANY OF THE GRASSROOTS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY

STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT

MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE

USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE

SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT

RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR

COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE

SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

HOWEVER, GRASSROOTS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT

THAT GRASSROOTS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE

GRASSROOTS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR

LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF

OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR

USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER

BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR

ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY GRASSROOTS ENTITY

HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 16.4(iii) AND TO THE FULLEST EXTENT

PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE GRASSROOTS ENTITIES

TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY

INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE

TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE

GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO GRASSROOTS FOR ACCESS TO

AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR

CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF

LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS

INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER

THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF

THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS

SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.

THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY

FAILS OF ITS ESSENTIAL PURPOSE.

16. Dispute Resolution and Arbitration

16.1 Generally

In the interest of resolving disputes between you and Grassroots in the most

expedient and cost effective manner, and except as described in Section 16.2, you

and Grassroots agree that every dispute arising in connection with these Terms will

be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court.

Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more

limited discovery than in court, and can be subject to very limited review by courts.

Arbitrators can award the same damages and relief that a court can award. This

agreement to arbitrate disputes includes all claims arising out of or relating to any

aspect of these Terms, whether based in contract, tort, statute, fraud,

misrepresentation, or any other legal theory, and regardless of whether a claim

arises during or after the termination of these Terms. YOU UNDERSTAND AND

AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRASSROOTS ARE

EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS

ACTION.

16.2 Exceptions

Despite the provisions of Section 16.1, nothing in these Terms will be deemed to

waive, preclude, or otherwise limit the right of either party to: (a) bring an individual

action in small claims court; (b) pursue an enforcement action through the

relief in a court of law in aid of arbitration; or (d) to ﬁle suit in a court of law to

address an intellectual property infringement claim.

16.3 Arbitrator

Any arbitration between you and Grassroots will be settled under the Federal

Arbitration Act and administered by the American Arbitration Association (“AAA”)

under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modiﬁed by these

Terms. The AAA Rules and ﬁling forms are available online at www.adr.org, by calling

the AAA at 1–800–778–7879, or by contacting Grassroots. The arbitrator has

exclusive authority to resolve any dispute relating to the interpretation, applicability,

or enforceability of this binding arbitration agreement.

16.4 Notice of Arbitration; Process

A party who intends to seek arbitration must ﬁrst send a written notice of the dispute

to the other party by certiﬁed U.S. Mail or by Federal Express (signature required) or,

only if that other party has not provided a current physical address, then by

electronic mail (“Notice of Arbitration”). Grassroots’s address for Notice is:

Grassroots, 582 Peterson Parkway South Weber, UT 84405. The Notice of Arbitration

must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the

speciﬁc relief sought (“Demand”). The parties will make good faith efforts to resolve

the claim directly, but if the parties do not reach an agreement to do so within 30

days after the Notice of Arbitration is received, you or Grassroots may commence an

arbitration proceeding. During the arbitration, the amount of any settlement offer

made by you or Grassroots must not be disclosed to the arbitrator until after the

arbitrator makes a ﬁnal decision and award, if any. If the dispute is ﬁnally resolved

through arbitration in your favor, Grassroots will pay you the highest of the following:

(i) the amount awarded by the arbitrator, if any; (ii) the last written settlement

amount offered by Grassroots in settlement of the dispute prior to the arbitrator’s

award; or (iii) $10,000.

16.5 Fees

If you commence arbitration in accordance with these Terms, Grassroots will

reimburse you for your payment of the ﬁling fee, unless your claim is for more than

$10,000, in which case the payment of any fees will be decided by the AAA Rules.

Any arbitration hearing will take place at a location to be agreed upon in Santa Clara

County, California, but if the claim is for $10,000 or less, you may choose whether

the arbitration will be conducted: (a) solely on the basis of documents submitted to

in-person hearing as established by the AAA Rules in the county (or parish) of your

billing address. If the arbitrator ﬁnds that either the substance of your claim or the

relief sought in the Demand is frivolous or brought for an improper purpose (as

measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then

the payment of all fees will be governed by the AAA Rules. In that case, you agree to

reimburse Grassroots for all monies previously disbursed by it that are otherwise

your obligation to pay under the AAA Rules. Regardless of the manner in which the

arbitration is conducted, the arbitrator must issue a reasoned written decision

suﬃcient to explain the essential ﬁndings and conclusions on which the decision

and award, if any, are based. The arbitrator may make rulings and resolve disputes

as to the payment and reimbursement of fees or expenses at any time during the

proceeding and upon request from either party made within 14 days of the

arbitrator’s ruling on the merits.

16.6 No Class Actions

YOU AND GRASSROOTS 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.

Further, unless both you and Grassroots agree otherwise, the arbitrator may not

consolidate more than one person’s claims, and may not otherwise preside over any

form of a representative or class proceeding.

16.7 Modiﬁcations to this Arbitration Provision

If Grassroots makes any future change to this arbitration provision, other than a

change to Grassroots’s address for Notice of Arbitration, you may reject the change

by sending us written notice within 30 days of the change to Grassroots’s address

for Notice of Arbitration, in which case your account with Grassroots will be

immediately terminated and this arbitration provision, as in effect immediately prior

to the changes you rejected will survive.

16.8 Enforceability

If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is

found to be unenforceable, then the entirety of this Section 16 will be null and void

and, in that case, the parties agree that the exclusive jurisdiction and venue

described in Section 17.1 will govern any action arising out of or related to these

Terms.

17. General Terms

These Terms, together with the Privacy Policy and any other agreements expressly

incorporated by reference into these Terms, are the entire and exclusive

understanding and agreement between you and Grassroots regarding your use of

the Service. You may not assign or transfer these Terms or your rights under these

Terms, in whole or in part, by operation of law or otherwise, without our prior written

consent. We may assign these Terms at any time without notice or consent. The

failure to require performance of any provision will not affect our right to require

performance at any other time after that, nor will a waiver by us of any breach or

default of these Terms, or any provision of these Terms, be a waiver of any

subsequent breach or default or a waiver of the provision itself. Use of section

headers in these Terms is for convenience only and will not have any impact on the

interpretation of any provision. Throughout these Terms the use of the word

“including” means “including but not limited to”. If any part of these Terms is held to

be invalid or unenforceable, the unenforceable part will be given effect to the

greatest extent possible, and the remaining parts will remain in full force and effect.

17.1 Governing Law

These Terms are governed by the laws of the State of California without regard to

conﬂict of law principles. You and Grassroots submit to the personal and exclusive

jurisdiction of the state courts and federal courts located within Santa Clara County,

California for resolution of any lawsuit or court proceeding permitted under these

Terms.

17.2 Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications

from us as further described in our Privacy Policy. Please read our Privacy Policy to

learn more about our electronic communications practices. You agree that any

notices, agreements, disclosures, or other communications that we send to you

electronically will satisfy any legal communication requirements, including that

those communications be in writing.

17.3 Contact Information

The Service is offered by Grassroots Marketing located at 582 Peterson Parkway

South Weber, UT 84405. You may contact us by sending correspondence to that

address or by emailing us at contact@grassrootsmarketing.us. You can access a

copy of these Terms by clicking here: grassrootsmarketing.us/terms

17.4 Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may

contact the Complaint Assistance Unit of the Division of Consumer Services of the

California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite

S-202, Sacramento, California 95834, or by telephone at (800) 952–5210 in order to

resolve a complaint regarding the Service or to receive further information regarding

use of the Service.

17.5 International Use

Access to the Service from countries or territories or by individuals where such

access is illegal is prohibited