FASHION-I TERMS OF USE

Effective Date: May 1, 2019

1. INTRODUCTION

Thank you for joining the FASHION·I community! These Terms of Use (the “Terms”) cover your rights and obligations relating to your access and use of the FASHION·I mobile application and any other related services provided by us (collectively, the “Service”). All references to “we”, “us”, “our”, or “FASHION·I” refer to FalconAI Technologies, Inc., a Delaware corporation. In addition to these Terms, please review the FASHION·I Privacy Policy (https://fashioni.app/en/privacy-policy), which describes our practices related to collection and use of your information to provide the Service. The term “you” “your” or “user” refers to the end-user of the Service. These Terms apply to our Privacy Policy as well. By using the Service, you agree to be bound by these Terms. Further, you agree that these Terms and our Privacy Policy apply to your past use, if any, of the Service prior to the Effective Date.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

Do not hesitate to contact us at info@fashioni.app if you have any questions or want to discuss either of these important documents.

2. AGE POLICY; PERMITTED USERS

We do not intend that the Service be used by anyone under 13 years old. If we learn or have reason to suspect that a user is under 13 years of age, we will promptly revoke the user’s access to the Service and delete any personally identifiable information submitted by that user. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms. You may only use the Service for its intended purpose. You may not use the Service for any other purpose. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service.
3. USE OUTSIDE OF THE UNITED STATES

FASHION·I makes no claim that the Service is appropriate or may be used outside of the United

States. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

4. OVERVIEW OF SERVICE

The Service fundamentally provides users a personalized fashion shopping experience through the use of cutting-edge AI technology. Users will be able to search through a wide variety of products offered by Sellers (as defined below), and as users surf through the swipe screen (users will swipe right on the products they like, and left on the products they do not like), FASHION·I learns users’ fashion tastes and offers individually curated fashion third-party products to its users. Users may also choose to connect the Service with third-party sites or services like Instagram, Pinterest, or Spotify, and the Service’s cutting-edge AI technology will suggest and offer certain products that reflects users’ tastes and styles. If a user wishes to purchase a product from a Seller, the user will be redirected to the Seller’s website.

Registering for an Account

Before being able to use the Service, you will be required to first register an account on the Service with your e-mail address (the “Account”), or you may be able to create an Account via connecting to a third-party site or service like Facebook or Instagram. If you chose to create an Account using your e-mail address, you will need to provide through the Service your e-mail address, first name, and last name, and you will be prompted to create a password. Additionally, you may, but you do not have to, provide other information about yourself such as your gender.

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account if any information provided by you proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to, or share your Account with, any third party. You agree to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account.

Our Role

FASHION·I is not directly involved in any transaction between users and the sellers of the thirdparty products featured on the Service (the “Sellers”). By using the Service, you understand that:

a) You are not buying any products directly from FASHION·I, but from one of the many Sellers featured on the Service. As such, you understand that any disputes surrounding your purchase of a product must be resolved exclusively between you and the Seller.

b) FASHION·I does not guarantee or endorse any products sold on the Service by Sellers.

c) Sellers may accept different payment methods and have their own processing times, shipping methods, and other policies governing the sale of their products, and FASHION·I is not involved in any way in determining any Seller policies.

5. YOUR INFORMATION

To access the Service, you will be required to download and install a mobile application, create an Account, and provide certain personally identifiable information through the Service (See Section 4, Registering for an Account). For more information on our practices related to collection and use of your information, please see our Privacy Policy (https://fashioni.app/en/privacy-policy/).

By accessing and using the Service, you grant us the right to use the information described in these Terms and in our Privacy Policy as described in these Terms and our Privacy Policy (https://fashioni.app/en/privacy-policy/). While we do not claim ownership over any such information that you provide, you agree that we have the right to use such information in furtherance of the Service. Further, by providing us with information through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all information that you provide on the Service.

You agree that we will not be liable for any loss or harm that you incur if someone else uses the Services from your device, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use.

6. INFORMATION WE MAKE AVAILABLE TO YOU

As part of the Service, we may provide you with various information in furtherance of the Service. Our intention in doing so is to be helpful and to make the Service more useful to you. However, you agree that all information and suggestions that we provide to you through the Service is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind including, but not limited to, medical, legal, tax, or other professional advice. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property. In addition, no information provided by us shall be construed as an endorsement of any of the entities referenced therein, nor of any of their products or services offered, if any.

7. INAPPROPRIATE AND ILLEGAL CONTENT PROHIBITED

You agree not to post or make available any inappropriate content on the Service including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. If you post inappropriate content, we may remove such content from our servers, and we may suspend or revoke your access to the Service, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

8. YOUR USE OF OTHERS’ INTELLECTUAL PROPERTY

Although you may provide information and content to the Service as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third party rights caused by any information that is generated or submitted through your use of the Service. We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or revoke access to the Service for any user who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.

9. DIGITAL MILLENIUM COPYRIGHT ACT

We value your intellectual property rights. As such, we reserve the right to suspend and/or terminate any user’s Account who is found to have infringed on the intellectual property rights of users, FASHION·I, or third parties, or who violated any laws related to intellectual property. In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Service, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by the Digital Millennium Copyright Act of 1998): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a

statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
Copyright Agent FalconAI Technologies, Inc. +1 (617) 417 46 90 info@fashioni.app.

10. THIRD PARTY SITES AND SERVICES

Our Service is integrated with services provided by third parties as part of the functionality of the Service. We have no control over third parties, including but not limited to Sellers, and make no guarantees about, and assume no responsibility for, the information or services provided by third parties.

Additionally, we may provide links to third-party websites and businesses and otherwise may provide information on the Service. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of services or information provided on or by such thirdparty websites or businesses or through such information on the Service, and we do not endorse, nor assume any liability related to your use of, such websites, businesses or information in any way. Nothing on the Service shall be considered an endorsement, representation, or warranty of anything contained in such third-party communications, including all products or services advertised therein, if any.

For California residents, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

11. TERMINATION OF YOUR USE OF THE SERVICE

At any time, you may discontinue your use of the Service. This Agreement will continue to apply until terminated by either you or FASHION·I. If you would like to terminate this legally binding agreement with FASHION·I, please uninstall the Service. Notwithstanding any termination of these Terms, any provision of these Terms that by its nature and context is intended to survive its termination will so survive. These include, without limitation, provisions related to limitation of our liability, disclaimer of warranties, our intellectual property rights, indemnity and dispute resolution.

We reserve the right to take action to limit or prevent your access to our Service, if we, in our sole discretion, deem that such action is necessary based on: your use of the Service in a way that would potentially expose us to liability; disruption of the Service by you to others; your violation of these Terms or our Privacy Policy; your violation of any applicable laws, rules, regulations, and agreements that may apply to you; and your use of the Service in a way that could cause harm to any person.

12. PROPER USE OF THE SERVICE

Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our Service for lawful, internal, and non-commercial purposes.

Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that we, in our sole discretion, may elect to take.

From time to time, we may ask you for your feedback on the Service. You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to FASHION·I in any way.

You represent, warrant, and agree that you will not use the Service or interact with the Service in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else (including FASHION·I); (b) violates any law or regulation or these Terms; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) violates the security of any computer network, or cracks any passwords or security encryption codes; (e) runs Maillist, Listserv, any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’s infrastructure); (f) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service (through use of manual or automated means); (g) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service; (h) circumvents, removes, alters, deactivates, degrades or thwarts any technological measure or content protections of the Service; (i) attempts to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; or (j) interferes or attempts to interfere with any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities.

A violation of any of the foregoing is grounds for termination of your right to use or access the Service.

13. UPDATES TO THE SERVICE

We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. If you do not want such Updates, your remedy is to terminate your Account and stop using the Service. If you do not terminate a previously created Account, you may receive Updates automatically. You acknowledge that you may be required to install Updates to use the Service. Your continued use of the Service is your agreement to these Terms with respect to the Service.

14. OUR INTELLECTUAL PROPERTY

The Service contains important and proprietary property owned by us, including software, that constitutes our trademarks, trade secrets and other intellectual property. Nothing in these Terms shall be construed as a conveyance of any ownership right or title in or to our property. We only grant you a nonexclusive, nontransferable, non-sublicensable, and revocable license to use the Service for the purposes permitted by these Terms, and only for as long as you are permitted to access the Service.
The Service, and materials on the Service, including, but not limited to, images, illustrations, posts, audio clips, photographs, editorial content, notices, software (including html-based computer programs), and video clips are the property of FASHION·I and its affiliates, or are the property of a third party who has granted FASHION·I permission to use such material, and in any case are protected from unauthorized copying and dissemination by copyrights that are owned or licensed by FASHION·I and by copyright law, trademark law, international conventions and other intellectual property laws. All company or non-profit logos or product names are trademarks or registered trademarks of their respective owners. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, distribute, decompile, reverse-engineer, disassemble, or otherwise convert in any way whatsoever any materials from the Service without our prior written permission. Nothing contained on these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Service or any information displayed on the Service except: (a) as expressly permitted by these Terms or (b) with the prior written permission of FASHION·I or such third party that may own the trademark or copyright of information displayed on the Service.

15. ASSUMPTION OF RISK

FASHION·I MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (SEE BELOW), AS TO THE CONTENT OR OPERATION OF THE SERVICE OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE

SERVICE IS AT YOUR SOLE RISK.

16. DISCLAIMER OF WARRANTIES; “AS IS”

WE ARE MAKING THE SERVICE AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICE. WE DO NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FASHION·I MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICE; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF OR INTERACTION WITH ANY SERVICES OFFERED THROUGH THE SERVICE; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE EXCEED ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF

LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. INDEMNIFICATION

In the event that any third party brings a claim against us related to your actions, content, information, or any other use of the Service by you, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.

19. DISPUTE RESOLUTION

You agree to resolve any dispute, claim, or controversy with FASHION·I arising out of or relating to your use of the Service in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at info@fashioni.app). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in Middlesex County, Massachusetts, and the costs of which shall be divided equally between you and FASHION·I. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in Middlesex County, Massachusetts.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this Section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this Section shall be confidential, and neither you, nor FASHION·I, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS SUBJECT TO THIS ARBITRATION CLAUSE TO BE ARBITRATED ON A CLASS ACTION OR

CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (INCLUDING, BUT NOT LIMITED TO, AS A PRIVATE ATTORNEY GENERAL).

YOU AND FASHION·I EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

If any portion of this arbitration agreement is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect. Nothing contained in this Section shall limit our ability to take action related to your access to the Service as provided in these Terms.

20. GOVERNING LAW; VENUE

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions. In the event that a lawsuit is filed where permitted under the provisions above, or in the event that the provisions above are found not to apply to you or to a given dispute, we both agree that any judicial proceeding will be brought in the federal or state courts of Middlesex County, Massachusetts. Both you and we consent to venue and personal jurisdiction there.

21. SEVERABILITY; WAIVER

If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

22. CHANGES TO THESE TERMS

We reserve the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. Any changes to these Terms will become effective on the “Effective Date” indicated above. If you continue to use the Service after the Effective Date, you consent to the new Terms. We will always have the latest Terms posted on the Service.

23. CONTACT US

If you have any questions about these Terms or our Service, please feel free to contact us by email at info@fashioni.app.

24. CALIFORNIA CONSUMER RIGHTS NOTICE

Under California Civil Code Section 1789.3, California users of the Service receive 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 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

25. ASSIGNMENT

These Terms shall be binding on the parties and their respective successors and assigns. These Terms may be assigned by us without restriction. These Terms may not be assigned or otherwise transferred by you without our prior written consent.

26. HEADINGS USED IN THESE TERMS

The section headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms in any way.

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