NEELO TERMS OF SERVICE

These Terms of Service (“Terms ”) apply to your access to and use of the websites, including tryneelo.com (the “Sites”), the applications (“Apps”), and the other online products and services (collectively with the Sites and Apps, the “Services”) provided by Planet 9 Studio LLC doing business as Neelo. (“Neelo” or “we”) and which link to these Terms. By accepting these Terms or accessing or using any of our Services, you agree that you are entering into an agreement with Neelo on behalf of yourself and your child, and you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

BY AGREEING TO THESE TERMS, YOU AGREE THAT DISPUTES WITH NEELO WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 17, WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 17, OR TO THE EXTENT PROHIBITED BY LAW.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make material changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the Services.

NEELO IS NOT A SCHOOL OR TUTORING SERVICE AND IS NOT A SUBSTITUTE FOR CLASSROOM INSTRUCTION OR FOR BEHAVIORAL OR MENTAL HEALTH SUPPORT. USE OF THE SERVICES DOES NOT GUARANTEE ANY SPECIFIC LEARNING OR BEHAVIORAL OUTCOMES OR IMPROVEMENTS. THE CONTENT PROVIDED THROUGH THE SERVICES IS FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY, AND THE SERVICES DO NOT PROVIDE, AND ARE NOT A SUBSTITUTE FOR, MEDICAL, PSYCHOLOGICAL, THERAPEUTIC, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, DIAGNOSIS, COUNSELING, OR TREATMENT. IT IS IMPORTANT THAT YOU VERIFY ANY INFORMATION YOU OBTAIN BEFORE ACTING ON IT AND SEEK PROFESSIONAL ADVICE, TREATMENT, OR COUNSELING WHEN NEEDED.

If you have any questions about these Terms or our Services, please contact us at privacy@tryneelo.com.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy https://www.tryneelo.com/web-privacy-policy.

1. DESCRIPTION OF SERVICES

The Services include the provision of an educational technology platform designed primarily to support foundational life skills development in children ages 5–10 (“Child Users”) through gamified digital learning. The Services include (but are not limited to):

• An App offering structured, game-based experiences designed to teach Child Users social-emotional, cognitive, and organizational skills (the “Neelo App”);
• A product Site (at https://www.tryneelo.com) that includes (a) information about the Neelo App and other Services; (b) subscription-based enhancements and purchases, as they may be made available; and (c) a parent portal and dashboard for parents and legal guardians of Child Users (a “Parent User”) that includes learning tools, goal-setting features, progress dashboards, personalized learning updates, learning tools, and educational content and resources. (the “Parent Portal”); and
• The Neelo Assistant (also known as Ask Nova) (the “Assistant”), which is an AI-powered educational tool that enables users to ask questions about parenting topics. When using the Assistant, it is important to note that it utilizes generative AI technology, which is still evolving and may sometimes generate responses that are inaccurate, incomplete, misleading, or unhelpful. Users are responsible for verifying any information obtained through the Assistant. Please see Section 4 below for more information about use of the Assistant.

The Services may evolve over time, and new Sites, Apps, and other Services may be offered from time to time as part of the Services, all of which will be subject to these Terms unless otherwise specified.

NEELO AND ITS AGENTS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AND AFFILIATES (THE “NEELO PARTIES”) ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY CONTENT, INFORMATION OR RESOURCES OBTAINED THROUGH THE SERVICES OR FOR ANY DECISIONS, ACTION, OR INACTION TAKEN IN RELIANCE UPON OR AS A RESULT OF THE CONTENT, INFORMATION, AND RESOURCES PROVIDED ON OR THROUGH THE SERVICES, INCLUDING THE ASSISTANT.

2. Eligibility

You must be at least 18 years of age to create an account and use our Services, except that the Neelo App may be used by children if a parent or guardian sets up an account for them through the Parent Portal (a “Child Account”). You must be the parent or legal guardian of a child to set up a Child Account for that child. By creating an account or using the Services, you represent and warrant that you meet these requirements.

3. Registration; User Accounts

You may need to register for an account (a “Parent Account”) to access some or all of our Services. If you are the parent or legal guardian of a child who wishes to use the Neelo App (a “Parent User”), you may create a Child Account for your child through the parent dashboard on the on the tryneelo.com Site (the “Parent Dashboard”). The Parent Dashboard allows you to create and manage accounts for children for whom you are the parent or legal guardian (each a “Child User”). By registering, approving, or providing any necessary consent for a Child User on the Neelo App, you represent that you are such child’s parent or legal guardian and agree to be bound by these Terms on behalf of that Child User and to be responsible for their use of the Services and for managing and supervising their access to the Services.

If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4. Subscription Terms; Autorenewal

If you subscribe to a subscription plan for the Services (a “Subscription Plan”), you will be billed the applicable subscription fees for the Subscription Plan you select (the “Subscription Fees”) in advance on a recurring and periodic basis (each a “Billing Cycle”). Billing cycles are set depending on the type of Subscription Plan you select. At the end of each Billing Cycle, your Subscription Plan will automatically renew for the same term unless you cancel it as set forth below or Neelo cancels it. By agreeing to these Terms and electing to purchase a Subscription Plan, you consent to these autorenewal terms and accept responsibility for all recurring payment obligations prior to cancellation of your Subscription Plan. You may cancel your Subscription Plan at any time through your online profile or by contacting Neelo customer support at hello@tryneelo.com and notifying them in writing of your cancellation. Cancellation will be effective at the end of your current Billing Cycle, and no refunds will be made if you cancel prior to the end of the Billing Cycle.

A valid payment method, including credit card, is required to process the payment for your Subscription Fees. You will provide Neelo with accurate and complete billing information. By submitting such payment information, you automatically authorize Neelo to charge all Subscription Fees incurred through your account to any such payment instruments. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with your account. Should automatic payment fail to occur for any reason, such as an expired or invalid payment method, we will notify you, and you must provide a valid payment method or otherwise make payment of the amount due, within the time period indicated in the notice. Failure to provide payment when due may result in suspension or termination of the Services.

Neelo may at any time in its sole discretion modify the Subscription Fees and features of the Subscription Plan you subscribe to by sending you notice at least 30 days prior to the end of the then-current Billing Cycle, provided that any materials changes to the Subscription Fees or other features of your Subscription Plan will not become effective until the end of the then-current Billing Cycle (unless otherwise provided in the notice). Neelo will provide you with prior notice of any such changes, and you may terminate your Subscription Plan before such changes become effective if you do not agree to the changes. If there are any changes to the specific terms of your Subscription Plan (such as the features or benefits of your plan) that take effect prior to the end of the then-current Billing Cycle, such changes take effect (30) days from the date of the notice, and if you terminate in that event, you will receive a prorated refund from the effective date of such chanted until the end of the Billing Cycle. Your continued use of the Services after the effective date of the changes constitutes your agreement to such changes, including any modified Subscription Fees and terms.

5. Use of Assistant

Use of the embedded Assistant on our site , is provided by Understood for All, Inc. (“Understood”). You understand that when you use the Assistant, the information, queries, and prompts you input into the Assistant go directly to Understood in order to make the Assistant and its related functionality available to you. Without limiting the foregoing, you acknowledge and agree that: (a) the Assistant utilizes generative AI technology which is still evolving and may sometimes generate responses that are inaccurate, incomplete, misleading, or unhelpful; and (b) the Assistant is intended for informational and educational purposes only and does not provide medical or psychological advice, treatment, counseling, or evaluations. As a result, it is important that you do not use the Assistant for urgent or life-threatening situations and that you verify any information you receive before acting on it. You acknowledge and agree that neither Neelo nor Understood is responsible or liable to you in any manner for the use of, inability to use, or the results generated by, the Assistant. The views and opinions expressed through the Assistant do not necessarily reflect those of Neelo or Understood. The Assistant may not be used by children under the age of 18.

6. User Content

You and other users may create, post, submit, store, or share content or materials, including text, photos, video, artwork, testimonials, quotes, comments, reviews, questions, prompts, stories, and other content and materials (collectively, “User Content”). Except for the license you grant below, or as otherwise agreed in writing, you retain all rights in and to your User Content, as between you and Neelo.

You grant Neelo a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to reproduce, distribute, publish, translate, publicly perform, publicly display, modify, adapt, create derivative works from, and otherwise use your User Content, in order to provide, maintain, analyze and improve the Services and for such other purposes for which you may have provided the User Content or consented to (including if you submit User Content for publication on our Site or through our other Services. If you post or otherwise share User Content on or through public areas of our Services, you understand and agree that your User Content and any associated information (such as your username or profile photo) may be visible to others, consistent with any applicable account settings.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

7. Prohibited Conduct and Content

You agree that you are solely responsible for your conduct while using our Services, and you agree that you will not do any of the following in connection with any of the Services or its users:

• Violate any applicable law, contract, intellectual property right or other third-party rights;
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Use or attempt to use another user’s account without authorization from that user and Neelo;
• Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or commercially use our Services;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications that interact with our Services without our prior written consent;
• Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may not create, post, store or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising or solicitations;
• Is confidential or that you otherwise do not have the right to disclose;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Neelo or others to any harm or liability of any type.

Enforcement of this Section 6 is solely at Neelo's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Site will not contain any content that is prohibited by such rules.

8. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Neelo or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

If you do not agree to the modified Terms, you must stop using the Services. Continued use after changes become effective constitutes your acceptance of the revised Terms.

9. Trademarks

NEELO, TRY NEELO, and our logos, our product or service names, our slogans and the look and feel of the Sites and the Services are trademarks of Neelo and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise, or to individuals, does not constitute or imply any endorsement, affiliation, sponsorship or recommendation.

10. Feedback

You may submit voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Neelo or our Services(collectively, “Feedback”). You may also You understand and agree that we have no obligation to treat Feedback as confidential and that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Neelo’s sole discretion.

11. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at Neelo's sole discretion, the accounts of users who are deemed to be repeat infringe the intellectual property rights of others. Neelo may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you believe that anything on our Site infringes any copyright that you own or control, you may notify Neelo's designated agent as follows:

Designated Agent: Alexander Saccone
Address: 96 Morton Street 5th Floor, New York, NY 10014
Telephone Number: +1 917-994-0401
E-Mail Address: alex@planet9studio.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Site is infringing, you may be liable to Neelo for certain costs and damages

12. Third-Party Content; Third-Party Products and Services

We may provide. or may provide links to or information about, third-party content on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Neelo does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Neelo is not responsible or liable for, and undertakes no responsibility to update or review, any Third-Party Content. Your access to and use of such Third-Party Content is at your own risk.

Neelo may also provide information about or links to third-party products or services on the Services (“Third-Party Products”). Neelo does not endorse or make any representations or warranties regarding any Third-Party Products or any related promotions or vendors. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Neelo is not responsible or liable in any manner for any third party products or services, for any loss or damage of any sort incurred as the result of any products, services, dealings or promotions.

13. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Neelo and our officers, directors, agents, partners and employees (individually and collectively, the “Indemnified Parties”) from and against any losses, liabilities, claims, actions, judgements, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Indemnified Parties of any third-party Claims, cooperate with Indemnified Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Indemnified Parties will have control of the defense or settlement, at Neelo's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Neelo or the other Indemnified Parties.

14. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Neelo does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Neelo attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

15. Limitation of Liability

To the fullest extent permitted by applicable law, Neelo and the other Neelo Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Neelo or the other Neelo Parties have been advised of the possibility of such damages.

The total liability of Neelo and the other Neelo Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $5 or the amount paid by you to use our Services.

The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Neelo or the other Neelo Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

16. Release

To the fullest extent permitted by applicable law, you release Neelo and the other Neelo Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

17. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

18. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Neelo and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

No Representative Actions. You and Neelo agree that any dispute arising out of or related to these Terms or our Site is personal to you and Neelo and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Arbitration of Disputes. Except for small claims disputes in which you or Neelo seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Neelo seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Neelo waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Site, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Neelo you agree to first contact Neelo and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Neelo by email at [insert email]. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Neelo cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in [county, state] unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 17, a “consumer” means a person using the Site for personal, family or household purposes. You and Neelo agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and Neelo agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Neelo, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Neelo agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Neelo will pay the remaining JAMS fees and costs. For any arbitration initiated by Neelo, Neelo will pay all JAMS fees and costs. You and Neelo agree that the state or federal courts of the State of [state] and the United States sitting in [county, state] have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Neelo will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by emailing us at hello@tryneelo.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.

If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

19. Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York county, New York.

20. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

21. Additional Terms and Amendments

We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

22. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

23. Miscellaneous

1. The failure of Neelo to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
2. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.