Bridge Metaverse LLC

Application Terms of Service

Last Modified August 8, 2023 These Application Terms of Service (these “Terms of Service”) govern the use by Customers (as defined in Section 3) of the Cached™ application (the “Application”), a proprietary software application provided by Bridge Metaverse LLC, a Delaware limited liability company d/b/a Cached (“Cached”), which permits individual users of the Application to monetize their personal data.  Among other things, these Terms of Service govern the use of the Application by you, in your capacity as a Customer, and all intellectual property and other rights in and to the Application. THESE TERMS OF SERVICE INCLUDE IMPORTANT LEGAL PROVISIONS THAT DEFINE RIGHTS AND OBLIGATIONS REGARDING THE APPLICATION, INCLUDING PROVISIONS BY WHICH YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, WAIVE YOUR RIGHT TO BRING A CLASS ACTION AND WAIVE YOUR RIGHT TO A JURY TRIAL.  PLEASE CAREFULLY READ THESE TERMS OF SERVICE, INCLUDING THE PERSONAL INFORMATION PROCESSING AGREEMENT INCORPORATED HEREIN, PRIOR TO ACCEPTING THEM.  These Terms of Service are not intended to apply, and shall not be deemed to apply, to general use of the Cached website, the URL for which is https://mycached.com/ (the “Website”), that does not involve use or attempted use of the Application, or to the contents of the Website outside of the Application.  All matters relating to such general use and such contents and the rights and remedies of Cached with respect thereto are governed by the Bridge Metaverse LLC Website Terms of Use, which can be accessed here.

1. Right to Amend. You acknowledge and agree that Cached may amend these Terms of Service, including any policy incorporated herein, at any time and from time to time.  In the case of any material amendment to these Terms of Service, including to the PIPA (as defined in Section 2), you will be prompted to accept these Terms of Service, as so amended.  Following any such amendment (and your acceptance, in the case of any material amendment), these Terms of Service, as so amended, will govern any subsequent use by you of the Application and all interactions between you, on the one hand, and Cached and the other members of the Cached Group (as defined in Section 3), on the other hand, with respect to the Application occurring after such amendment.

2. Personal Information Processing Agreement. The collection by Cached of information about you in connection with your use of the Application is subject to the terms of Cached’s Personal Information Processing Agreement (the “PIPA”), which is hereby incorporated by reference into and made a part of these Terms of Service.  In the event of a conflict between any provision of these Terms of Service and the PIPA, the provisions of the PIPA shall control.

3. Certain Definitions. In addition to the capitalized terms defined elsewhere in these Terms of Service, the following words and phrases shall have the following meanings:

“Beta Testing Period” means the period during which beta testing of the Application by the Beta Testers (as defined in Section 5) will occur, as described in Section 5, which period is anticipated to begin on or around August 14, 2023, and is anticipated to last for approximately one week. “Cached Group” means, collectively, Cached, its affiliates, its licensors, the Third Party Service Providers and their respective equity owners or holders, members, managers, directors, officers, employees, independent contractors, agents and other Representatives, together with their respective successors and assigns. “Customer” means an individual who uses the Application to create a Customer Account. “Customer Account” means a user account created by a Customer in the Application by providing their name, email address and mobile number, selecting and confirming a password and accepting these Terms of Service. “Customer Data” means, with respect to any Customer, the personal data of such Customer, which data may be inputted by such Customer via the Application to create and/or update their Customer Profile or, at the option of such Customer, and based on availability of information about such Customer in the Speedeon Datafiles (as defined in Section 9(e)), pre‑filled by the Application using information from the Speedeon Datafiles and verified or edited by such Customer, all of which data will be stored in the Customer Profile of such Customer. “Customer Profile” means with respect to any Customer, a profile that is generated by the Application and houses the Customer Data of such Customer. “Customer Wallet” means, with respect to any Customer, a digital wallet automatically generated by the Application for such Customer when their Customer Account is created, into which wallet the Customer’s applicable share of the proceeds of any license of Customer Data shall be deposited via the Application. “Data Licensees” means, collectively, data brokers and other third parties that contract with Cached to license Customer Data. “Intellectual Property” means, collectively, (i) the Application and the Software, including, without limitation, any and all copyrights, inventions, trade secrets, patents, patent applications (including, without limitation, continuations and continuations-in-part) and patentable and unpatentable subject matter relating thereto and all rights therein; (ii) all methods, processes, formulas, specifications and other know-how and proprietary information owned or licensed by Cached (including any affiliate or Representative thereof) and used in connection with the operation of the Application and/or the Website or in connection with any other services offered by Cached, including any of the foregoing that are conceived or developed by Cached (including any affiliate or Representative thereof) in the course of operating the Application and/or the Website or providing any such other services; and (iii) all related intellectual property of Cached (including any affiliate or Representative thereof), including, without limitation, all copyrights, trade secrets, service marks, trade dress, inventions, patents, patent applications (including, without limitation, continuations and continuations-in-part), patentable subject matter and all rights therein, and all other manner of intellectual property used in connection with the Application, the Website and/or such services. “Representatives” means, collectively, with respect to any entity, all equity owners and holders, members, managers, directors, officers, employees, independent contractors, agents and advisors (including attorneys, accountants, financial advisors and other consultants). “Software” means, collectively, the software incorporated in the Application in both object code and source code formats and all other software used by Cached (including any affiliate or Representative thereof) to make the Application available, operate the Website and/or deliver any services to third parties. “Third-Party Service Providers” means, collectively, those third parties with which Cached has contracted to provide certain services to Cached in connection with the Application, including, without limitation, Persona, MX, Dwolla and Speedeon (each as defined in Section 9).

4. SMS and MMS Service Terms.

(a)             When you sign up for the Application, Cached will send you a text message asking you to confirm your signup.  Text YES to 83974 to receive alerts from Cached.  Message and data rates may apply.  Message frequency will vary based on your use.  Text “HELP” for help.  Text “STOP” to cancel. (b)             You can cancel the messaging service at any time.  Just text “STOP” to 83974 or use the Application to opt out from receiving notifications.  After you send the message “STOP” to 83974, Cached will send you a reply message to confirm that you have been unsubscribed.  After this, you will no longer receive Short Message Service (SMS) or Multimedia Messaging Service (MMS) messages from Cached. (c)             If, after opting out from messages, you want to receive messages from Cached again, you can opt in to receive notifications in the Application, and Cached will start sending messages to you again. (d)             If at any time you forget what keywords are supported, just text “HELP” to 83974.  After you send the message “HELP” to 83974, Cached will respond with instructions on how to use the messaging service as well as how to unsubscribe. (e)             Participating carriers:  AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). (f)              T-Mobile is not liable for delayed or undelivered messages. (g)             As always, message and data rates may apply for any messages sent to you from Cached and to Cached from you.  If you have any questions about your text plan or data plan, it is best to contact your wireless provider. (h)             For all questions about the services provided by this short code, you can send an email to [email protected] (or call Cached toll free at 1-800-536-1421). (i)              If you have any questions regarding privacy, please read the Cached privacy policy, which can be accessed here, or the PIPA, which can be accessed here.

5. Special Provisions Applicable During Beta Testing Period.

(a)             Cached will invite a group of target Customers who have pre-registered for the Application and are selected by Cached to use and evaluate the Application during the Beta Testing Period.  As used in these Terms of Service, “Beta Tester” means each Customer so invited by Cached who accepts Cached’s invitation.  Each Beta Tester acknowledges and agrees that the Application has not been fully developed or tested and, as a result, may not operate in a stable or error-free manner and may lack features and/or functionality generally expected to be available in an application of this type. (b)             Each Beta Tester accepts all risks relating to their use of the Application during the Beta Testing Period and acknowledges and agrees that, notwithstanding anything to the contrary contained elsewhere in these Terms of Service, except as may be required by applicable law, Cached shall have no liability or other legal responsibility to such Beta Tester as a result of the following conditions or occurrences during the Beta Testing Period:  (i) any bugs, errors, omissions, defects, non-conformities or other problems in the Application; (ii) any non-compliance with legal or other standards; (iii) any incorrectness or incompleteness of any information; or (iv) any damage or other loss arising from or in connection with any of the foregoing. (c)             In addition to the special provisions of this Section 5, each Beta Tester shall be obligated to comply with all the other provisions of these Terms of Service.  It is the responsibility of each Beta Tester to carefully review these Terms of Service before accepting them as a condition to participating in the beta testing of the Application.  (d)            Each Beta Tester agrees to keep strictly confidential and not disclose to any third party besides Cached, whether orally or in writing, any information concerning the Application, including, without limitation, any information concerning any features or functionality of the Application.  Without limiting the generality of the foregoing, each Beta Tester agrees that such Beta Tester will not take, post and/or otherwise disseminate any screenshot of any feature, page or other aspect of the Application, and will not assist or permit any other individual or entity in doing the same.  Each Beta Tester acknowledges and agrees that any violation by such Beta Tester of this Section 5(d) or any other provision of these Terms of Service will result in their suspension as a Beta Tester, the return of any compensation that they may have earned and the permanent deletion of their Customer Account, including any right to re‑register as a Customer, and will expose them to legal liability to Cached and the other members of the Cached Group for damages caused by such violation.  (e)             Each Beta Tester who fulfills certain requirements during the Beta Testing Period, as described in more detail here, will earn nominal compensation for completion of such requirements, as described in more detail here.

6. Cached Questionnaires; Information from Social Media Accounts; Periodic Refreshes of Customer Data.

(a)             The Application will offer two types of questionnaires that may be completed by Customers.  Each Customer can earn Cached points by completing general questionnaires, which Cached points will enhance such Customer’s Cached score.  In general, a higher Cached score will make a Customer more attractive to Data Licensees.  In addition, as described in more detail here, a Customer will be eligible for enhanced compensation from data licenses after reaching a specified Cached score level.  The Application also will feature highlighted questionnaires, each of which will be sponsored by a Data Licensee and targeted to those Customers who match a demographic selected by such Data Licensee.  By answering a highlighted questionnaire, a Customer becomes eligible to be selected to have their Customer Data licensed by the Data Licensee sponsoring such highlighted questionnaire.  Any information collected via a highlighted questionnaire that was completed by a Customer who is not selected for license by the sponsoring Data Licensee (i) will not be provided to such Data Licensee and (ii) will be used only to enhance such Customer’s Customer Profile and not for any other purpose. (b)             Customers will have the option of uploading to the Application any data they have downloaded from their social media accounts.  Any such information uploaded by a Customer will be added  to such Customer’s Customer Profile. (c)             At least monthly, the Application will request that each Customer verify the Customer Data that was previously submitted by such Customer and update any Customer Data that is no longer accurate.  Each Customer who refreshes their Customer Data as so requested will earn additional Cached points.

7. Consent to Receive Communications from Data Licensees. Each Customer hereby acknowledges and agrees that by using the Application to make their Customer Data available for license by Data Licensees, such Customer is expressly consenting to receive marketing communications from each Data Licensee that licenses such Customer’s Customer Data, notwithstanding such Customer’s inclusion on any do not call or similar registry or any marketing communications opt-out list.  Such marketing communications may take the form of direct mail, emails, text messages and/or telephone calls, as elected by such Data Licensee. 

8. Compensation from Data Licenses; Value Fluctuations; Tax Matters.

(a)             Following the expiration of the Beta Testing Period, for each license by any Customer of their Customer Data, the compensation for such license will be allocated among Cached, such Customer and all other Customers with active Customer Accounts, as described in more detail here.  The compensation payable to any Customer will be deposited into the Customer Wallet of such Customer and can be transferred by such Customer to their Linked Financial Account (as defined in Section 9(c)). (b)             The value to Data Licensees of the Customer Data of any Customer will fluctuate over time for various reasons, including, without limitation, the frequency at which such Customer agrees to license their Customer Data.  Cached is not responsible for any reduction in value of any Customer Data. (c)             Each Customer is responsible for payment of all taxes payable on the compensation such Customer receives via the Application.  You acknowledge and agree that Cached is not providing any tax advice to you or any other Customer, and that each Customer should consult their own tax professional for tax advice with respect to use of the Application.  Cached is legally required to file a Form 1099 for any calendar year in which any Customer receives compensation of $600 or more.  In such event, such Customer will be required to provide any information required for Cached to complete such Form 1099.  As provided in Section 19, each Customer is obligated to indemnify Cached and the other members of the Cached Group for any claims resulting from the failure by such Customer to pay any taxes required to be paid by such Customer as a result of such Customer’s use of the Application.

9. Third-Party Service Provider Roles, Requirements and Rules.

(a)             You acknowledge that use of the Application will result in you entering the websites and/or applications of third parties, including the Third-Party Service Providers.  You acknowledge and agree that, in such event, you will be subject to the terms of service or use and the privacy policy of each such third-party website and/or application, and that it is your sole responsibility to carefully review and comply with such terms of service or use and privacy policy.  Details of certain of the Third-Party Service Providers are set forth below in this Section 9.  In the event of any conflict between any provision of the terms of service or use and/or privacy policy of any Third-Party Service Provider and the provisions of these Terms of Service, as applied to such Third-Party Service Provider, the terms of service or use and/or privacy policy of such Third-Party Service Provider shall control. (b)             Cached has contracted with Persona Identities, Inc. (“Persona”) to provide identity verification and Know Your Customer compliance services that are required for Cached to offer the Application.  As a condition to enabling your Customer Account, you will be required to consent to the use of your biometric information to verify your identity, identify fraud and improve Persona’s platform in accordance with Persona’s privacy policy, accessible at https://withpersona.com/legal/privacy-policy.  As part of the verification process, you will be required to upload a photo of your driver’s license or other government-issued identification document and take a selfie using the Application, which will enable Persona to verify your identity and search for your name in various databases for fraud prevention purposes.  Following successful completion of these activities, your Customer Account will be enabled. (c)             Use of the Application requires that you authorize MX Technologies, Inc. (“MX”) to verify a U.S. state or federally-chartered bank or credit union account that you designate (your “Linked Financial Account”) and link your Linked Financial Account to your Customer Wallet.  By providing your login, password and any other authentication information required by your bank or credit union for your Linked Financial Account (collectively, the “Authentication Information”), you are (i) representing and warranting to Cached and MX that you are a legal owner, or an authorized user, of your Linked Financial Account, and that you have the authority to provide the Authentication Information in connection therewith; and (ii) agreeing to comply with the terms and conditions imposed by MX as set forth at https://www.mx.com/minimum-terms-and-conditions/.  You have the right to unlink the Authentication Information for your Linked Financial Account from the Application at any time. (d)             Cached has contracted with Dwolla, Inc. (“Dwolla”) to process ACH payments from your Customer Wallet to your Linked Financial Account.  Use of the Dwolla payment software platform (the “Dwolla Platform”) for such purpose requires that you accept the Dwolla Account Terms of Service (the “Dwolla Terms”), accessible at https://www.dwolla.com/legal/dwolla-account-terms-of-service/#legal-content, and the Dwolla Privacy Policy, accessible at https://www.dwolla.com/legal/privacy/.  Any funds in your Customer Wallet are held by Dwolla’s financial institution partners as set out in the Dwolla Terms.  You will access and manage your Customer Wallet through the Application.  Cached will provide all necessary notifications regarding your Customer Wallet, including payment activity notifications to you.  Cached will provide you with all necessary customer support for activity in your Customer Wallet, including payment activity and dispute resolution.  You acknowledge that any ACH payment initiated by you may be reversed in accordance with the risk management policies of Dwolla or its financial institution partners or in accordance with applicable law or may fail due to your error or due to inaccurate information provided by you, and that neither Dwolla nor Cached will be liable for any such reversal or failure.  Subject to any delays caused by financial institutions independent of the Dwolla Platform and delays due to fraud or compliance reviews initiated by Dwolla, transfers will normally process within one to two business days, but transfer times are not guaranteed.  You acknowledge and agree that Dwolla may decline, restrict or otherwise limit any transaction and/or your ability to use the Dwolla services in accordance with Dwolla’s risk management policies.  Dwolla reserves the right to restrict, suspend or terminate your use of the Dwolla services at any time if (i) Dwolla determines that your activities violate the Dwolla Terms, any other applicable Dwolla agreement or policy or applicable law; (ii) Dwolla reasonably determines that the risk associated with you or your activity poses unacceptable risk to Dwolla and/or its users; (iii) you do not provide Dwolla with all information about you as required or requested by Dwolla; or (iv) for any other reason, in Dwolla’s reasonable discretion. (e)             Cached has licensed consumer datafiles (the “Speedeon Datafiles”) from Speedeon Data LLC (“Speedeon”).  To the extent the Speedeon Datafiles include data about you, you may elect to have your Customer Profile pre-filled with such data, subject to your confirmation of the accuracy of such data. (f)              CACHED IS NOT RESPONSIBLE FOR, AND HEREBY DISCLAIMS LIABILITY FOR, (I) THE PROPER FUNCTIONING OF ANY THIRD-PARTY APPLICATION, SERVICE OR SITE USED IN CONNECTION WITH THE APPLICATION, INCLUDING THOSE OF THE THIRD-PARTY SERVICE PROVIDERS, OR (II) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION CONTAINED IN ANY DATABASES SEARCHED BY PERSONA OR IN THE SPEEDEON DATAFILES.

10. Responsibility for Customer Account, Customer Profile, Customer Wallet and Linked Financial Account; Right to Delete Customer Account; Right to Request Cached Datafile; Customer Account Suspension or Termination.

(a)             You are responsible for the accuracy and completeness of all information you provide with respect to your Customer Account, Customer Profile, Customer Wallet and Linked Financial Account and for the security of your Customer Account, Customer Wallet and Linked Financial Account.  You are responsible for the confidentiality of your Customer Account, including the username and password therefor.  You agree not to share your Customer Account or the username or password for your Customer Account with any other individual or entity and to keep your Customer Account secure from unauthorized access.  You must immediately notify Cached of any unauthorized use of or suspicious activity with respect to your Customer Account or your Customer Wallet.  Cached will not be liable for any loss or other damages that may result from your failure to protect the username or password for your Customer Account or any other failure to protect the confidentiality or security of your Customer Account,  Customer Wallet or Linked Financial Account.  You hereby accept full responsibility for use of your Customer Account, Customer Wallet and Linked Financial Account, whether authorized or unauthorized. (b)             You have the right to delete your Customer Account at any time.  In the event of such deletion, all of your Customer Data will be deleted except for that portion of the Customer Data that Cached has the legal right and/or legal obligation to retain.  In the event you choose to delete your Customer Account, the non-fungible token (“NFT”) that was minted at the time of creation of your Customer Account will not be deleted and will remain in the blockchain in perpetuity unless such NFT is burned (deleted) at some point in the future.  Such NFT does not include any of your Customer Data but does reference your Customer Data housed within Cached’s system.  You have the right at any time to request a download of the data maintained by Cached concerning you.  In the event you submit such a request via the Application, Cached will send to you via email to the email address in your Customer Account a datafile of such data, generally within 48 business hours of submission of your request. (c)             Notwithstanding the dispute resolution provisions of Section 23, in the event of your failure to comply with any provision of these Terms of Service, breach of any representation and warranty made by you or inaccuracy of any information provided by you, Cached shall have the right at any time, without prior notice to you, to suspend or terminate your Customer Account and your right to use the Application.  Any such suspension or termination shall not affect your legal obligations under these Terms of Service or any right of Cached or any other member of the Cached Group to exercise any other legal remedy against you.

11. Customer Representations and Warranties, Acknowledgments and Covenants.

(a)             By creating a Customer Account or using the Application, you are representing and warranting to Cached and the Third-Party Service Providers, on a continuing basis, that: (i) you are a natural person and at least 18 years old; (ii) you reside in the United States and are physically located in the United States; (iii) you have the legal capacity and authority to enter into and comply with these Terms of Service; (iv) your use of the Application does not and will not violate any applicable law or regulation; and (v) all information that you provide in connection with your use of the Application, including, without limitation, in connection with the creation of your Customer Account, the building of your Customer Profile and/or the linking of your Linked Financial Account, any license of your Customer Data and/or your submission of any User Feedback (as defined in Section 15(a)), is and shall remain accurate in all respects. (b)             You acknowledge that, when using the Application, you are obligated to comply with any and all third-party terms and conditions that are applicable to any third-party platform, website, technology or service that interacts with the Application, including, without limitation, any applicable app store terms and conditions. (c)             Cached currently offers the Application to Customers at no charge.  You acknowledge that Cached reserves the right, in its sole discretion, to change its pricing policy for the Application at any time. (d)             You covenant and agree that you will not provide any inaccurate information as part of your Customer Account and/or your Customer Profile, including by providing inaccurate responses to any questionnaires, and that you will not upload any other individual’s personal information to the Application.

12. General Rules Regarding Use of Application. As a condition to using the Application, you hereby agree to comply with all applicable local, state, national, provincial and international laws, treaties and regulations in connection with such use.  You further agree not to do any of the following:  (a) gain or attempt to gain unauthorized access to the Application (including any restricted sections thereof), the Website, any related system or network or the Customer Account, Customer Profile, Customer Wallet or Linked Financial Account of any other Customer, including by impersonating any other Customer or by creating a false identity or account; (b) establish a link to the Application or the Website in such a way as to suggest to any third party any form of association, approval or endorsement on the part of Cached; (c) falsely imply any sponsorship or other relationship with Cached; (d) use the Application, the Website, your Customer Account, your Customer Profile or your Customer Wallet in any unlawful manner, including, without limitation, (i) in violation of any person’s privacy rights, (ii) to abuse, harass or defame any individual or entity, (iii) to transmit or send unsolicited communications, or (iv) to post, transmit, send, upload, link to or store any content that infringes upon any third party’s intellectual property rights; (e) use the Application, the Website, your Customer Account, your Customer Profile or your Customer Wallet to post, transmit, send, upload, link to or store any content that is unlawful, abusive, obscene, hateful, racist or discriminatory; (f) use the Application, the Website, your Customer Account, your Customer Profile or your Customer Wallet to post, transmit, send, upload, link to or store any viruses, cancel bots, malware, Trojan horses, time bombs or any other harmful software or any tracking cookies; (g) use the Application, the Website, your Customer Account, your Customer Profile or your Customer Wallet in any manner that interferes with or disrupts the integrity or performance of the Application, the Website or any related system or network or attempt to damage or interfere with any of the foregoing by any method, including, without limitation, flood pings, denial of service attacks, packet or IP spoofing, forged routing or other information or similar methods or technology; (h) attempt to decipher, decompile, reverse-engineer, disassemble, reproduce or copy or otherwise access or discover the source code or underlying program of the Application or any other Software; (i) copy, display, distribute, create derivative works from or misappropriate or misuse in any manner the Application, the Website or any of the contents thereof, including, without limitation, by taking, posting and/or otherwise disseminating any screenshot of any feature, page or other aspect of the Application; (j) share with any third party any confidential and/or proprietary information of Cached, including, without limitation, confidential and/or proprietary information about the Application or any feature or functionality thereof, that you have obtained by virtue of your use of the Application; (k) use or try to use the Application, the Website, your Customer Account, your Customer Profile or your Customer Wallet in violation of these Terms of Service; or (l) assist any third party in any of the foregoing.

13. License to Use Application; Intellectual Property Rights of Cached.

(a)             In consideration of your ongoing compliance in all respects with these Terms of Service, Cached hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Application in strict accordance with the provisions of these Terms of Service.  Any violation by you of these Terms of Service or use by you of the Application for any unauthorized purpose will result in the automatic termination of the foregoing license, without any need for any further action on the part of Cached. (b)             Cached retains the exclusive right, title and interest in and to (i) all Intellectual Property; and (ii) except for the limited license granted to you to use the Application as described in Section 13(a), all intellectual property and/or proprietary rights in or relating to the Application, all other Software and the Website.  All such Intellectual Property and such intellectual property and proprietary rights are protected by applicable law, including, without limitation, applicable patent laws, trademark laws, trade secret laws, unfair competition laws, copyright laws and treaties throughout the world. (c)           You hereby acknowledge and agree that you are not permitted to copy, duplicate or reproduce in any manner the Application or any contents or components thereof, prepare derivative works from the Application or any contents or components thereof or use the Application or any contents or components thereof for any purpose other than as expressly permitted by these Terms of Service.  Any violation of these Terms of Service relating to the Intellectual Property or any other intellectual property rights of Cached or any other member of the Cached Group may constitute actionable acts or omissions, including, without limitation, patent infringement, trademark infringement, cybersquatting, copyright infringement, trademark counterfeiting, copyright piracy, theft or misappropriation of trade secrets and all other claims for relief or causes of action under any applicable law pertaining to intellectual property and/or unfair competition.

14. Trademarks, Logos, etc. The Cached trademarks, graphics, logos and slogans used on, in or in connection with the Application and/or the Website (collectively, the “Cached Marks”) are the exclusive property of Cached.  You agree that the Cached Marks shall not be copied, reproduced, colorably imitated or used, in whole or in part, without the express prior written permission of Cached, and that the Cached Marks shall not be infringed or counterfeited.  You may not use any metatags or any other “hidden text” utilizing any name, service mark or product or service name of Cached, without the express prior written permission of Cached.  The look and feel of the Application, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service marks, trademarks and/or trade dress of Cached, may not be copied, reproduced, colorably imitated or used, in whole or in part, without the prior written permission of Cached, and may not be infringed or counterfeited.  Any violation of the foregoing provisions of this Section 14 may constitute infringement, dilution, counterfeiting, piracy, unfair competition, misappropriation or other actionable acts or omissions under laws applicable to intellectual property.  Cached fully reserves all of its rights accordingly.  Other service marks, trademarks, trade names, product and service names and company names and logos used on, in or in connection with the Application and/or the Website are the property of their respective owners.

15. User Feedback; Disclaimer Regarding User Feedback and Third-Party Content and Links.

(a)             You may be requested or permitted by Cached to provide recommendations, reviews or other similar feedback on the Application, the Website, Cached and/or any services provided by Cached (collectively, “User Feedback”).  You represent and warrant to Cached that any User Feedback you submit to Cached will be accurate, will comply with all applicable laws and regulations and will not violate any intellectual property or other rights of any third parties.  By providing any User Feedback to Cached, you thereby grant to Cached and the other members of the Cached Group an irrevocable, perpetual, worldwide, royalty-free, transferable and sublicensable license to incorporate such User Feedback into the Application, the Website and/or any services provided by them and/or to reproduce, display, publicize and otherwise use such User Feedback for any purpose deemed reasonable by them.  In the event any User Feedback you submit is in the form of a review or endorsement of Cached or any other member of the Cached Group, the Application, the Website and/or any products and/or services provided by them, such license shall include the right to publish such User Feedback on the Website and/or in any promotional materials of Cached or any other member of the Cached Group and to use your name in connection therewith.  You hereby agree that, by submitting any User Feedback, you irrevocably and fully waive any and all moral rights, privacy rights, rights of publicity and any other similar rights you may have in and to such User Feedback. (b)             CACHED, ON BEHALF OF ITSELF AND THE OTHER MEMBERS OF THE CACHED GROUP, HEREBY DISCLAIMS (I) ALL RESPONSIBILITY FOR ALL USER FEEDBACK THAT MAY BE INCLUDED ON THE WEBSITE OR IN ANY PROMOTIONAL MATERIALS OF CACHED AND (II) ALL RESPONSIBILITY FOR ALL OTHER THIRD-PARTY CONTENT AND THIRD-PARTY LINKS THAT MAY BE INCLUDED IN THE APPLICATION OR ON THE WEBSITE OR IN ANY PROMOTIONAL MATERIALS OF CACHED.

16. Reservation of Rights by Cached. Cached reserves the right at any time, in its sole discretion, to change, suspend, remove or disable access to, or to impose limits on the use of or access to, the Application or any feature or part thereof, with or without notice to you, all without any liability to you.  Cached is not responsible for typographical errors in the Application or on the Website.

17. DISCLAIMERS AND LIMITATIONS OF LIABILITY. CERTAIN JURISDICTIONS MAY PROHIBIT OR LIMIT THE APPLICATION OF CERTAIN OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 17, WITH THE RESULT THAT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY IN THEIR ENTIRETY TO ALL CUSTOMERS.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY ACKNOWLEDGE AND AGREE TO ALL THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY:

(A)            CACHED PROVIDES THE APPLICATION AND THE WEBSITE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.  CACHED DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR THE WEBSITE, THE USE THEREOF OR THE INFORMATION CONTAINED THEREIN (I) WILL BE UNINTERRUPTED OR SECURE; (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS; (III) WILL MEET YOUR REQUIREMENTS; OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE USED BY YOU. (B)            CACHED MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE APPLICATION OR THE WEBSITE AND, ON BEHALF OF ITSELF AND THE OTHER MEMBERS OF THE CACHED GROUP, HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE APPLICATION AND THE WEBSITE. (C)             NEITHER CACHED NOR ANY OTHER MEMBER OF THE CACHED GROUP SHALL BE LIABLE FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM ANY USE (INCLUDING USE OF THE RESULTS THEREOF), MISUSE OR RELIANCE ON THE APPLICATION, OR FROM ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE APPLICATION OR THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE APPLICATION (OR ANY FEATURE THEREOF) OR THE WEBSITE DUE TO ANY SYSTEM OR SOFTWARE FAILURE, NETWORK ATTACK, OTHER TECHNICAL ISSUES OR SCHEDULED OR UNSCHEDULED MAINTENANCE. (D)            IN NO EVENT, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL CACHED OR ANY OTHER MEMBER OF THE CACHED GROUP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUES, GOODWILL, REPUTATION, BUSINESS OR OPPORTUNITIES AND/OR DELAY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION, EVEN IF CACHED OR ANY OTHER MEMBER OF THE CACHED GROUP WAS ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

18. Cap on Damages. To the fullest extent permitted by applicable law, the aggregate, cumulative liability of Cached and the other members of the Cached Group to you with respect to all claims you may have at any time and from time to time against Cached and the other members of the Cached Group arising out of or in connection with the Application and/or the Website (including, without limitation, any use, inability to use or results of use of the Application or the Website) and/or under these Terms of Service shall not exceed the greater of (i) $100.00 and (ii) the compensation received by you as a result of your use of the Application over the preceding 12 months.  The foregoing limitation of liability reflects an informed, voluntary allocation between you and Cached of the risks (known and unknown) that may exist in connection with the Application, the Website and these Terms of Service.

19. Indemnification. To the fullest extent permitted by applicable law, you hereby agree to indemnify, defend and hold Cached and the other members of the Cached Group harmless from and against, and to promptly reimburse Cached and the other members of the Cached Group for, any and all claims, investigations, liabilities, actions, demands, losses, damages, penalties, fines and other costs and expenses (including, without limitation, reasonable attorneys’ fees, experts’ fees, investigation costs, remediation costs and settlement costs) asserted against or incurred by any of them arising out of or relating to (a) use of your Customer Account, your Customer Profile, your Customer Wallet and/or your Linked Financial Account, whether authorized or unauthorized; (b) your use of the Application and/or the Website and your activities in connection with such use; (c) breach of any representation and warranty made by you to Cached or any other member of the Cached Group; (d) any violation of these Terms of Service by you; (e) your actual or alleged violation of any applicable law or regulation in connection with your use of the Application and/or the Website or your activities in connection with such use; (f) your actual or alleged failure to pay taxes on any compensation received by you in connection with the Application; (g) your actual or alleged violation of any intellectual property or other rights of Cached, any other member of the Cached Group or any third party; (h) any inaccuracy or incompleteness of any information provided by or on behalf of you to Cached, any other member of the Cached Group or any Data Licensee; and/or (i) any User Feedback or other content or information that you submit to Cached or the Application.  You agree to fully cooperate as required by Cached in connection with any indemnifiable claim subject to the provisions of this Section 19.

20. No Waiver. No delay or failure on the part of Cached or any other member of the Cached Group in exercising any legal right or remedy it may have against you shall be deemed to constitute a waiver of such right or remedy.  In addition, no partial exercise by Cached or any other member of the Cached Group of any legal right or remedy it may have against you shall preclude the further exercise by Cached or such other member of the Cached Group of such right or remedy or its exercise of any other right or remedy it may have against you.

21. Force Majeure. You expressly acknowledge and agree that neither Cached nor any other member of the Cached Group will be liable to you under any legal theory for any failure to perform or delay in performing any obligation to you, whether under these Terms of Service or otherwise, which failure or delay is caused directly or indirectly by a force majeure event, including, without limitation, any act of God, accident, fire, strike or other labor dispute, riot, insurrection, war, epidemic or pandemic, governmental action or refusal to act, telecommunications or power failure, failure or unavailability of any software, hardware, data or network, any exchange or market ruling or any other cause beyond the reasonable control of Cached or such other member of the Cached Group.

22. Governing Law. Any controversy or claim arising out of or relating in any way to (a) the Application; (b) these Terms of Service, including the interpretation or enforcement hereof; (c) any actual or alleged breach of or default under any provision of these Terms of Service or any actual or alleged misrepresentation made in connection with the Application or these Terms of Service; or (d) any communication or other interaction between you, on the one hand, and Cached or any other member of the Cached Group, on the other hand, with respect to the Application or these Terms of Service shall be governed by New York law, without regard to its conflicts of law provisions.  Notwithstanding the foregoing, those provisions of Section 23 relating to arbitration of Disputes (as defined in Section 23(a)) shall be governed by and interpreted in accordance with the Federal Arbitration Act, but only to the extent the Federal Arbitration Act preempts New York law.

23. Resolution of Disputes; Agreement to Arbitrate; Class Action Waiver; Waiver of Right to Jury Trial. These Terms of Service contain a legally-binding, individual arbitration agreement and class action waiver.  This means that any claim must be arbitrated on an individual basis pursuant to the terms set forth below, that claims of different persons cannot be combined or aggregated, and that you are waiving your right to file a lawsuit in court and to have a jury decide any Dispute.  Please read all the provisions of this Section 23 carefully and consult a legal advisor if you have any questions. 

(a)             Except as may be prohibited by applicable law, and except as provided in Section 10(c), Section 24 (Equitable Relief) and Section 27 (Severability), any controversy or claim arising out of or relating in any way to the Application and/or these Terms of Service (including the PIPA incorporated by reference herein), including the interpretation or enforcement hereof, or because of an actual or alleged breach of or default under any provision of these Terms of Service or any actual or alleged misrepresentation made in connection with the Application or these Terms of Service, or arising out of or relating in any way to any communication or other interaction between you, on the one hand, and Cached or any other member of the Cached Group, on the other hand, with respect to or in connection with the Application or these Terms of Service (each, a “Dispute”), shall be submitted to final and binding individual arbitration in accordance with the following provisions in order to establish and gain the benefits of a speedy, impartial and cost-effective dispute resolution procedure. (b)             Except as may be prohibited by applicable law, and except as provided in Section 10(c), Section 24 (Equitable Relief) and Section 27 (Severability), any Dispute shall be settled by final and binding arbitration conducted in the English language and administered by JAMS pursuant to its applicable rules (the “JAMS Rules”) before a single neutral arbitrator (the “Arbitrator”) in New York County, New York.  Notwithstanding the foregoing, if required by the JAMS Rules, or if the Arbitrator concludes that it would be a financial or other hardship for you to participate in an arbitration in New York County, New York, the Arbitrator shall have the authority to permit you to attend via telephone, videoconference, Skype, Zoom, Facetime or similar virtual participation. (c)             You agree that, except as may be prohibited by applicable law, you shall bring any Dispute only in your individual capacity, and not as a plaintiff, class member or participant in any purported class, representative or private attorney general proceeding.  To the fullest extent permitted by applicable law, and notwithstanding anything else in these Terms of Service, you agree that any Dispute that is submitted to the Arbitrator shall be decided on an individual basis and not on a class, collective or representative basis.  You further acknowledge and agree that the Arbitrator shall not have the authority or jurisdiction to hear the arbitration as a class, collective or representative action or to join or consolidate causes of action of different parties into one proceeding. (d)             The Arbitrator may award any form of remedy or relief (including injunctive relief and specific performance) that otherwise would be available in court.  Any award pursuant to the arbitration shall be accompanied by a written opinion of the Arbitrator setting forth the reason(s) for the award.  The award rendered by the Arbitrator shall be conclusive and binding upon you and Cached (and/or the other member(s) of the Cached Group), and judgment upon the award may be entered, and enforcement may be sought, in any court of competent jurisdiction. (e)             Subject to the JAMS Rules and the provisions of Section 25 (Prevailing Party), the arbitration fees, together with other expenses of the arbitration incurred or approved by the Arbitrator, shall be divided equally between you and Cached. (f)              YOU UNDERSTAND THAT, ABSENT THESE TERMS OF SERVICE, EACH OF YOU AND THE MEMBERS OF THE CACHED GROUP WOULD HAVE THE RIGHT TO SUE THE OTHER IN COURT AND TO HAVE ANY DISPUTE DECIDED PURSUANT TO A JURY TRIAL, BUT, BY THESE TERMS OF SERVICE, YOU ARE GIVING UP THAT RIGHT AND AGREEING TO RESOLVE BY ARBITRATION ANY AND ALL DISPUTES.  (g)             You and Cached hereby agree to treat as strictly confidential all information concerning any arbitration proceeding, including the pleadings, the hearing and any arbitration award, except as (i) may be necessary to prepare for or conduct the arbitration hearing on the merits; (ii) may be necessary in connection with a court application for a preliminary remedy, confirmation and enforcement proceedings or a judicial challenge to an arbitration award or its enforcement; or (iii) otherwise required by applicable law or judicial decision.  You and Cached hereby agree that breach of this confidentiality provision would irreparably harm the non-breaching party, and further agree that any such breach shall entitle the non-breaching party to seek injunctive relief and/or compensatory damages for the breach (without the necessity of posting a bond or other security). (h)             You may elect to opt out and exclude yourself from the final, binding arbitration procedure and class action waiver specified in this Section 23 by sending to Bridge Metaverse LLC, Attn: Arbitration Opt-Out Notices, 530 7th Avenue, Suite 507, New York, NY 10018, for postmarking within 15 days after the creation of your Customer Account, a letter stating (i) your name; (ii) your mailing address; and (iii) your request to be excluded from the final, binding arbitration procedure and class action waiver.  You are not required to send the letter by registered or certified mail, return receipt requested, but it is recommended that you do so.  Your request to be excluded will only be effective and enforceable if you are able to prove that the request was postmarked within the 15-day deadline.  In the event of an effective exclusion request by you, Cached reserves the right, exercisable in its sole and absolute discretion, to terminate or suspend your Customer Account and your right to use the Application.  In the event of an effective exclusion request by you, all other provisions of these Terms of Service shall continue to apply.

24. Equitable Relief. Notwithstanding the provisions of Section 23, you agree that Cached and the other members of the Cached Group shall have the right to seek injunctive or other equitable relief in the New York state courts sitting in New York County, New York, and/or the U.S. District Court for the Southern District of New York, to enforce these Terms of Service or prevent a violation hereof, to prevent unauthorized disclosure or use of any confidential information of Cached or any other member of the Cached Group and/or to prevent infringement of any intellectual property or other rights of Cached, any other member of the Cached Group or any third party, without being required to post a bond or other security or to prove actual damages.  In the event Cached or any other member of the Cached Group seeks such equitable relief in any such court, you hereby irrevocably (a) submit to the personal jurisdiction of such courts (and the appropriate appellate courts); (b) waive all objections to such jurisdiction; and (c) waive any claim that any legal proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such proceeding is improper.

25. Prevailing Party. In the event of any Dispute, and whether such Dispute is resolved via arbitration, litigation or otherwise, the prevailing party (as that term is commonly defined by the prevailing common and/or statutory law in the applicable jurisdiction) shall be entitled to recover its costs of suit, which costs shall include, without limitation, all reasonable attorneys’ fees and expenses incurred by the prevailing party in connection with such Dispute.  In the event a party to any Dispute fails to proceed with arbitration, unsuccessfully challenges any arbitration award or fails to comply with any arbitration award, the other party shall be entitled to recover its costs of enforcement, including, without limitation, reasonable attorneys’ fees and expenses incurred in having to compel arbitration or to defend or enforce the arbitration award.

26. Time Limit to File Claims. You expressly agree that, except where applicable law prescribes a shorter applicable statute of limitations or prohibits shortening the otherwise-applicable longer statute of limitations, you must file any claim or legal action of any kind arising in connection with or relating in any way to (a) the Application or any communication or other interaction between you, on the one hand, and Cached or any other member of the Cached Group, on the other hand, relating to the Application; (b) these Terms of Service; and/or (c) any actual or alleged act (or failure to act) on the part of Cached or any other member of the Cached Group or you in connection with any of the foregoing, within, in each such case, one year after the event, circumstances or other facts giving rise to such claim or legal action.  Notwithstanding the foregoing, if the law in the applicable jurisdiction has a “discovery rule,” whereby accrual of a claim is deferred, which is applicable to one or more claims you may have, then the one-year (or shorter, if applicable) limitation period specified in this Section 26 shall begin running from the date of accrual of such claim or claims as determined by the law of the applicable jurisdiction.  If this Section 26 is determined to be unenforceable as to any particular claim or claims under the law of the applicable jurisdiction, it nevertheless shall remain fully enforceable as to all other claims.

27. Severability.

(a)             With the exception of the class action waiver in Section 23(c), which is essential to the agreement to arbitrate, if, in connection with any Dispute, any provision of these Terms of Service is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality or unenforceability, or, if that is not possible, such provision shall, to the extent of such invalidity, illegality or unenforceability, be severed from these Terms of Service as applied to such Dispute, and the remaining provisions of these Terms of Service shall remain in effect with respect to such Dispute. (b)             If, in connection with any Dispute, the class action waiver in Section 23(c) is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable, and such court or arbitrator determines that a valid class exists, then the entirety of the dispute resolution procedures specified in Section 23 shall be void and of no force and effect with respect to such Dispute.  In such event, (i) you hereby agree that such Dispute will be heard exclusively in the New York state courts sitting in New York County, New York, and/or the U.S. District Court for the Southern District of New York; and (ii) you hereby irrevocably (x) submit to the personal jurisdiction of such courts (and the appropriate appellate courts), (y) waive all objections to such jurisdiction, and (z) waive any claim that any legal proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such proceeding is improper.

28. Survival. All provisions of these Terms of Service shall survive the removal or termination of these Terms of Service and any termination of your Customer Account, regardless of the reason for any such termination, until the expiration of the last-applicable statute of limitations.

29. Notices; Consent to Receive Communications.

(a)             Except as otherwise required by these Terms of Service, you shall send all notices required or permitted under or in connection with these Terms of Service in writing to Cached by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier, in each case, addressed to Bridge Metaverse LLC, Attn: Terms of Service Notices, 530 7th Avenue, Suite 507, New York, NY 10018.  All notices you send to Cached in accordance with the foregoing requirements shall be effective upon receipt. (b)             By providing your email address when you create a Customer Account or otherwise providing your email address to Cached, you consent to receive all notices and other information regarding the Application, the Website and your Customer Account electronically.  Cached may post electronic notices in the Application or on the Website and/or deliver notices to you via electronic mail at the email address you have provided, all of which shall be considered effective notices for purposes of these Terms of Service.  All such notices shall be effective upon posting or delivery, as applicable. (c)             By submitting your mobile number when you create a Customer Account or otherwise providing your mobile number to Cached, you consent to receive telephone calls on behalf of Cached at the mobile number provided, using autodialed or prerecorded voice messages, regardless of any registration of such mobile number on any national, state or local do not call or similar registry.

30. Assignment. You are not permitted to assign these Terms of Service or assign any of your rights or delegate any of your obligations hereunder, whether voluntarily or involuntarily, and any such assignment or delegation shall be void and of no force or effect.  Cached has the unlimited right to assign these Terms of Service and/or any or all of its rights and obligations hereunder.  These Terms of Service shall be binding upon and inure to the benefit of you and your successors and shall be binding upon and inure to the benefit of Cached and its successors and assigns.

31. No Legal Relationship. No legal relationship, including, without limitation, that of agent and principal, employer and employee, franchisor and franchisee, joint venturers or partners, is created between Cached and you by virtue of your use of the Application and/or the Website.

32. Further Assurances. You agree to execute and deliver such other documents and take such other actions as Cached may reasonably request as may be required for you to fully perform your obligations under these Terms of Service and/or to enable Cached or any other member of the Cached Group to fully exercise its rights and remedies hereunder.

33. Third-Party Beneficiaries. The other members of the Cached Group are intended third-party beneficiaries of the User Feedback, disclaimer, limitation of liability, indemnification, waiver, force majeure, dispute resolution, equitable relief, prevailing party and claim time limit provisions of these Terms of Service.

34. Construction. The rule of construction that ambiguities in a contract are to be construed against the drafter shall not be invoked or applied in any dispute regarding the meaning or interpretation of any provision of these Terms of Service.

35. Headings. The headings of the sections of these Terms of Service are inserted solely for convenience of reference.  They are not intended to and shall not define, limit, extend or aid in the construction of the scope, extent or intent of these Terms of Service in any way.

36. Reservation of Rights. Any rights not expressly granted to you by the foregoing provisions of these Terms of Service are reserved to Cached.

37. Entire Agreement. These Terms of Service, including the PIPA incorporated by reference herein, constitute the entire agreement between Cached and you with respect to the subject matter hereof and supersede any and all prior or contemporaneous agreements and understandings, whether written or oral, between Cached and you with respect to such subject matter.