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TERMS AND CONDITIONS

Last updated August 10, 2021

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Fairdinkum Consulting LLC (“Company,” “we,” “us,” or “our”), concerning your access to and use of the https://www.fairdinkum.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in New York, United States and have our registered office at 15 East 32nd Street, 9th floor, New York, NY 10016. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietaryproperty and all source code, databases, functionality, software, websitedesigns, audio, video, text, photographs, and graphics on the Site(collectively, the “Content”) and the trademarks, service marks, and logoscontained therein (the “Marks”) are owned or controlled by us or licensed tous, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. TheContent and the Marks are provided on theSite “AS IS” for your information andpersonal use only. Except as expressly provided in these Termsof Use, no part ofthe Site and no Content or Marks may be copied, reproduced,aggregated,republished, uploaded, posted, publicly displayed, encoded,translated,transmitted, distributed, sold, licensed, or otherwise exploitedfor any commercialpurpose whatsoever, without our express prior writtenpermission.

Provided that you are eligible to use the Site, you aregranted a limited license toaccess and use the Site and to download or print acopy of any portion of theContent to which you have properly gained accesssolely for your personal, non-commercial use. We reserve all rights notexpressly granted to you in and to theSite, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacityand you agree to comply with these Terms of Use; (2) you are not a minor in thejurisdiction in which you reside; (3) you will not access the Site through automatedor non-human means, whether through a bot, script, or otherwise; (4) you will notuse the Site for any illegal or unauthorized purpose; and (5) your use of the Sitewill not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete,we have the right to suspend or terminate your account and refuse any and allcurrent or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which wemake the Site available. The Site may not be used in connection with anycommercial endeavors except those that are specifically endorsed or approved byus.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to createorcompile, directly or indirectly, a collection, compilation, database, ordirectorywithout written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempttolearnsensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related featuresoftheSite, including features that prevent or restrict the use or copying of anyContent or enforce limitations on the use of the Site and/or the Contentcontained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Sitein order toharass, abuse, orharm another person.
Make improper use of our support services or submit false reports ofabuseormisconduct.
Use the Site in a manner inconsistent with any applicable lawsorregulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses,Trojanhorses, or other material, including excessive use of capital lettersandspamming (continuous posting of repetitive text), that interferes with any party’suninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,alters, or interferes with the use, features, functions, operation, or maintenanceof the Site.
Engage in any automated use of the system, such as using scripts tosendcommentsor messages, or using any data mining, robots, or similar datagathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the usernameofanotheruser.
Upload or transmit (or attempt to upload or to transmit) any materialthatactsas a passive or active information collection or transmission mechanism,including without limitation, clear graphics interchange formats (“gifs”), 1×1

pixels, web bugs, cookies, or other similar devices (sometimes referred to as“spyware” or “passive collection mechanisms” or “pcms”).

Interfere with, disrupt, or create an undue burden on the Site orthenetworksor services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees oragentsengagedin providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent orrestrictaccessto the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash,PHP,HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile,disassemble,orreverse engineer any of the software comprising or in any way making up apart of the Site.
Except as may be the result of standard search engine or Internetbrowserusage, use, launch, develop, or distribute any automated system,includingwithout limitation, any spider, robot, cheat utility, scraper, or offline reader thataccesses the Site, or using or launching any unauthorized script or othersoftware.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collectingusernamesand/or email addresses of users by electronic or other means for thepurposeof sending unsolicited email, or creating user accounts by automated means orunder false pretenses.
Use the Site as part of any effort to compete with us or otherwise usetheSiteand/or the Content for any revenue-generating endeavor or commercialenterprise.
Use the Site to advertise or offer to sell goods and services.
Sell or otherwise transfer your profile.

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you withthe opportunity to create, submit, post, display, transmit, perform, publish,distribute, or broadcast content and materials to us or on the Site, including but notlimited to text, writings, video, audio, photographs, graphics, comments,suggestions, or personal information or other material (collectively,”Contributions”). Contributions may be viewable by other users of the Site andthrough third-party websites. As such, any Contributions you transmit may betreated in accordance with the Site Privacy Policy. When you create or makeavailable any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance,andtheaccessing, downloading, or copying of your Contributions do not and willnot infringe the proprietary rights, including but not limited to the copyright,patent, trademark, trade secret, or moral rights of any third party.2. You are the creator and owner of or have the necessary licenses, rights,consents, releases, and permissions to use and to authorize us, the Site, andother users of the Site to use your Contributions in any manner contemplatedby the Site and these Terms of Use.3. You have the written consent, release, and/or permission of each and everyidentifiable individual person in your Contributions to use the name or likenessof each and every such identifiable individual person to enable inclusion anduse of your Contributions in any manner contemplated by the Site and theseTerms of Use.4. Your Contributions are not false, inaccurate, or misleading.5. Your Contributions are not unsolicited or unauthorized advertising,promotional materials, pyramid schemes, chain letters, spam, mass mailings,or other forms of solicitation.6. Your Contributions are not obscene, lewd, lascivious, filthy, violent,harassing, libelous, slanderous, or otherwise objectionable (as determined byus).7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuseanyone.8. Your Contributions are not used to harass or threaten (in the legal sense ofthose terms) any other person and to promote violence against a specificperson or class of people.9. Your Contributions do not violate any applicable law, regulation, or rule.10. Your Contributions do not violate the privacy or publicity rights of any thirdparty.
Your Contributions do not violate any applicable law concerningchildpornography, or otherwise intended to protect the health or well-being ofminors.12. Your Contributions do not include any offensive comments thatareconnected to race, national origin, gender, sexual preference, or physicalhandicap.13. Your Contributions do not otherwise violate, or link to material that violates,any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use andmay result in, among other things, termination or suspension of your rights to usethe Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use anyinformation and personal data that you provide following the terms of the PrivacyPolicy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that wecan use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownershipof all of your Contributions and any intellectual property rights or other proprietaryrights associated with your Contributions. We are not liable for any statements orrepresentations in your Contributions provided by you in any area on the Site. Youare solely responsible for your Contributions to the Site and you expressly agreeto exonerate us from any and all responsibility and to refrain from any legal actionagainst us regarding your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas,feedback, or other information regarding the Site (“Submissions”) provided by youto us are non-confidential and shall become our sole property. We shall ownexclusive rights, including all intellectual property rights, and shall be entitled to theunrestricted use and dissemination of these Submissions for any lawful purpose,commercial or otherwise, without acknowledgment or compensation to you. Youhereby waive all moral rights to any such Submissions, and you hereby warrantthat any such Submissions are original with you or that you have the right tosubmit such Submissions. You agree there shall be no recourse against us for anyalleged or actual infringement or misappropriation of any proprietary right in yourSubmissions.

SITE MANAGEMENT

We reserve theright, but not the obligation, to: (1) monitor the Site for violations ofthese Terms of Use; (2) take appropriate legal action against anyone who, inoursole discretion, violates the law or these Terms of Use, including withoutlimitation,reporting such user to law enforcement authorities; (3) in our solediscretion andwithout limitation, refuse, restrict access to, limit theavailability of, or disable (tothe extent technologically feasible) any ofyour Contributions or any portionthereof; (4) in our sole discretion andwithout limitation, notice, or liability, toremove from the Site or otherwisedisable all files and content that are excessivein size or are in any wayburdensome to our systems; and (5) otherwise managethe Site in a mannerdesigned to protect our rights and property and to facilitatethe properfunctioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our PrivacyPolicy: https://www.fairdinkum.com/privacy-policy. By using the Site, youagree to be bound by our Privacy Policy, which is incorporated into these Terms ofUse. Please be advised the Site is hosted in the United States. If you access theSite from any other region of the world with laws or other requirements governingpersonal data collection, use, or disclosure that differ from applicable laws in theUnited States, then through your continued use of the Site, you are transferring

your data to the United States, and you agree to have your data transferred to andprocessed in the United States.

TERM ANDTERMINATION

These Terms of Use shall remain in full force and effect while you use the Site.WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WERESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUTNOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FORANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FORBREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANTCONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW ORREGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THESITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED ATANY TIME,WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminateor suspend your account for any reason, you are prohibited fromregistering andcreating a new account under your name, a fake or borrowedname, or the name ofany third party, even if you may be acting on behalf of thethird party. Inaddition to terminating or suspending your account, we reserve theright totake appropriate legal action, including without limitation pursuing civil,criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at anytime or for any reason at our sole discretion without notice. However, we have noobligation to update any information on our Site. We also reserve the right tomodify or discontinue all or part of the Site without notice at any time. We will notbe liable to you or any third party for any modification, price change, suspension,or discontinuance of the Site.

We cannot guaranteethe Site will be available at all times. We may experiencehardware, software,or other problems or need to perform maintenance related tothe Site, resultingin interruptions, delays, or errors. Wereserve the right tochange, revise, update, suspend, discontinue, or otherwisemodify the Site at anytime or for any reason without notice to you. You agree that we have no liabilitywhatsoever for any loss, damage, or inconvenience caused by your inability toaccess or use the Site during any downtime or discontinuance of the Site. Nothingin these Terms of Use will beconstrued to obligate us to maintain and support theSite or to supply anycorrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed inaccordance with the laws of the State of New York applicable to agreements madeand to be entirely performed within the State of New York, without regard to itsconflict of law principles.

DISPUTE RESOLUTION

Any legal action of whatever nature brought by either you or us (collectively, the“Parties” and individually, a “Party”) shall be commenced or prosecuted in the stateand federal courts located in NY, New York, and the Parties hereby consent to,and waive all defenses of lack of personal jurisdiction and forum non convenienswith respect to venue and jurisdiction in such state and federal courts. Applicationof the United Nations Convention on Contracts for the International Sale of Goodsand the Uniform Computer Information Transaction Act (UCITA) are excluded fromthese Terms of Use.

CORRECTIONS

There may beinformation on the Site that contains typographical errors,inaccuracies, oromissions, including descriptions, pricing, availability, and various

otherinformation. We reserve the right tocorrect any errors, inaccuracies, oromissions and to change or update theinformation on the Site at any time, withoutprior notice.

DISCLAIMER

THE SITE IS PROVIDEDON AN AS-IS AND AS-AVAILABLE BASIS. YOUAGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE ATYOUR SOLE RISK. TO THEFULLEST EXTENT PERMITTED BY LAW, WEDISCLAIM ALL WARRANTIES, EXPRESS ORIMPLIED, IN CONNECTION WITHTHE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUTLIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULARPURPOSE, AND NON-INFRINGEMENT. WE MAKE NOWARRANTIES OR REPRESENTATIONS ABOUTTHE ACCURACY ORCOMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANYWEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY ORRESPONSIBILITYFOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OFCONTENT AND MATERIALS, (2)PERSONAL INJURY OR PROPERTYDAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROMYOURACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TOOR USE OFOUR SECURE SERVERS AND/OR ANY AND ALL PERSONALINFORMATION AND/OR FINANCIALINFORMATION STORED THEREIN, (4)ANY INTERRUPTION OR CESSATION OF TRANSMISSIONTO OR FROM THESITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICHMAYBE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY,AND/OR (6) ANYERRORS OR OMISSIONS IN ANY CONTENT ANDMATERIALS OR FOR ANY LOSS OR DAMAGE OFANY KIND INCURRED AS ARESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OROTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT,ENDORSE, GUARANTEE,OR ASSUME RESPONSIBILITY FOR ANYPRODUCT OR SERVICE ADVERTISED OR OFFERED BY ATHIRD PARTYTHROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE ORMOBILEAPPLICATION FEATURED IN ANY BANNER OR OTHERADVERTISING, AND WE WILL NOT BE APARTY TO OR IN ANY WAY BERESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOUANDANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITHTHEPURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM ORIN ANY ENVIRONMENT, YOUSHOULD USE YOUR BEST JUDGMENT ANDEXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OROTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WEHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree todefend, indemnify, and hold us harmless, including our subsidiaries,affiliates, and all of our respective officers, agents, partners, andemployees, fromand against any loss, damage, liability, claim, or demand, includingreasonableattorneys’ fees and expenses, made by any third party due to orarising out of: (1)use of the Site; (2) breach of these Terms of Use; (3) any breach of yourrepresentations and warranties set forth in these Terms of Use; (4) your violationof the rights of a third party, including but not limited to intellectual property rights;or (5) any overt harmful act toward any other user of the Site with whom youconnected via the Site. Notwithstanding the foregoing, we reserve the right, atyour expense, to assume the exclusive defense and control of any matter forwhich you are required to indemnify us, and you agree to cooperate, at yourexpense, with our defense of such claims. We will use reasonable efforts to notifyyou of any such claim, action, or proceeding which is subject to thisindemnification upon becoming aware of it.

USER DATA

We will maintaincertain data that you transmit to the Site for the purpose ofmanaging theperformance of the Site, as well as data relating to your use of theSite. Although we perform regular routine backupsof data, you are solelyresponsible for all data that you transmit or thatrelates to any activity you haveundertaken using the Site. You agreethat we shall have no liability to you for anyloss or corruption of any suchdata, and you hereby waive any right of actionagainst us arising from any suchloss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS,AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constituteelectronic communications. You consent to receive electronic communications,and you agree that all agreements, notices, disclosures, and othercommunications we provide to you electronically, via email and on the Site, satisfyany legal requirement that such communication be in writing. YOU HEREBYAGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OFNOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED ORCOMPLETED BY US OR VIA THE SITE. You hereby waive any rights orrequirements under any statutes, regulations, rules, ordinances, or other laws inany jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means otherthan electronic means.

CALIFORNIA USERSAND RESIDENTS

If any complaintwith us is not satisfactorily resolved, you can contact theComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs in writing at 1625 North Market Blvd., Suite N112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Siteor in respect to the Site constitute the entire agreement and understandingbetween you and us. Our failure to exercise or enforce any right or provision ofthese Terms of Use shall not operate as a waiver of such right or provision. TheseTerms of Use operate to the fullest extent permissible by law. We may assign anyor all of our rights and obligations to others at any time. We shall not beresponsible or liable for any loss, damage, delay, or failure to act caused by anycause beyond our reasonable control. If any provision or part of a provision ofthese Terms of Use is determined to be unlawful, void, or unenforceable, thatprovision or part of the provision is deemed severable from these Terms of Useand does not affect the validity and enforceability of any remaining provisions.There is no joint venture, partnership, employment or agency relationship createdbetween you and us as a result of these Terms of Use or use of the Site. Youagree that these Terms of Use will not be construed against us by virtue of havingdrafted them. You hereby waive any and all defenses you may have based on theelectronic form of these Terms of Use and the lack of signing by the parties heretoto execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further informationregarding use of the Site, please contact us at:

Fairdinkum Consulting LLC

15 East 32nd Street

9th floor

New York, NY 10016

United States

Phone:

2126243200

Fax:

2126243201

info@fairdinkum.com