Binding Agreement; Description.

Lynphopro, Inc. (“Lynphopro,” “we,” “us” or “our”) provides and makes available its marketing tools, including its payment processing capabilities, scheduling tools, website located at www.Lynphopro.com (the “Site”) and its Lynphopro mobile application (the “App”) (collectively, the “Service”). All uses of the Service are subject to the terms and conditions in this End User License and Terms of Service (this “EULA”). Please read this EULA carefully. By accessing, browsing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this EULA. If you do not accept this EULA’s terms and conditions, you may not access, browse, or use the Service.

Welcome to our Privacy Policy page! When you use our web site services, you trust us with your information. This Privacy Policy is meant to help you understand what data we collect, why we collect it, and what we do with it. When you share information with us, we can make our services even better for you. For instance, we can show you more relevant search results and ads, help you connect with people or to make sharing with others quicker and easier. As you use our services, we want you to be clear how we’re using information and the ways in which you can protect your privacy. This is important; we hope you will take time to read it carefully. Remember, you can find controls to manage your information and protect your privacy and security. We’ve tried to keep it as simple as possible.

AS FURTHER DESCRIBED BELOW, THIS EULA REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE

Changes to this EULA. You understand and agree that Lynphopro may change this EULA at any time without prior notice; provided that Lynphopro will endeavor to provide you with prior notice of any material changes. You may read a current, effective copy of this EULA at any time by selecting the appropriate link on the Service. The revised terms and conditions will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised terms and conditions. If any change to this EULA is not acceptable to you, then your sole remedy is to stop accessing, browsing, and otherwise using the Service. The terms of this EULA will govern any updates Lynphopro provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern. Notwithstanding the preceding sentences of this Section. No revisions to this EULA will apply to any dispute between you and Lynphopro that arose prior to the effective date of such revision.

Privacy Policy

Your access to and use of the Service is subject to Lynphopro's Privacy Policy, which is incorporated herein by reference

Eligibility

THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY LYNPHOPRO. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you affirm that you are at least 18 years of age.

2. The Service.

Description.

The Service provides independent delivery professionals (“Delivery Professionals”), including drivers and helpers, with a network through which Delivery Professionals can provide delivery services (each such delivery service is a “Project”). Any person who accesses and/or uses the Service to connect with a Delivery Professional is a “Customer.” Lynphopro does not provide professional services. Lynphopro offers tools, information, and a method for Customers to obtain services, but does not, nor does it intend to provide such services

Limitation.

LYNPHOPRO DOES NOT PROVIDE TRANSPORTATION SERVICES. WE ARE NOT A TRANSPORTATION CARRIER OR A MOVING OR HAULING OF FREIGHT CARRIER. IT IS UP TO CUSTOMERS AND DELIVERY PROFESSIONALS TO OFFER AND PROVIDE THE PICK-UP, CARRY, AND DELIVERY SERVICES THAT MAY BE SCHEDULED THROUGH USE OF THE SERVICE. LYNPHOPRO OFFERS INFORMATION AND A PLATFORM TO FACILITATE ARRANGEMENT OF PICK-UP, CARRY, AND DELIVERY SERVICES, BUT DOES NOT, AND DOES NOT INTEND TO, PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER OR A MOVING OR HAULING OF FREIGHT CARRIER. WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY PICK-UP, CARRY, OR DELIVERY SERVICES PROVIDED TO YOU THROUGH THE SERVICE.

Mobile Services.

The Mobile App may offer the Service via a mobile phone, tablet, or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be in accordance with this EULA.

3. Registration. .

Accounts.

To use the Service, you must create an account (an “Account”). The information required to create an Account may vary depending on whether you create an Account as a Delivery Professional or a Customer. If you create an Account as a Delivery Professional, you will also be required to agree to the Agreement for Delivery Professionals to Engage Lynphopro for its Services and other terms that will be made available to you during the Account creation process. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your Account, whether or not you authorized the activity. If you use the Service on behalf of a company, entity, or organization (each an “Organization”), then you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind such entity to the EULA and (ii) agree to be bound by the EULA on behalf of such Organization.

Theft of Credentials.

If your username or password is lost or stolen, or if you believe that unauthorized third parties have accessed your Account, then notify Lynphopro immediately at info@lynphopro.com, and change your password at the earliest opportunity. Lynphopro will not be liable for any loss or damage arising from unauthorized use of your credentials prior to your notifying Lynphopro of the unauthorized use or loss of your credentials.

Customer Requesting Projects Quote

To request a Project, you will have to specify certain information about the Project, which may include: the pick-up address, the drop-off address, the items you are requesting to be lifted, delivered or moved (“Items”), Equipment needed, and the date and time of pick-up. Using the address you provide, Lynphopro will use commercially reasonable efforts to connect you with a Delivery Professional to perform the Project for you and will provide them with applicable details regarding the Project. If no Delivery Professionals are available, Lynphopro will notify you that there are no Delivery Professionals available to perform the Project, at which point we will have no further obligation to attempt to connect you to a Delivery Professional for the applicable Project

Customer Prohibited Items

YOU MAY NOT, UNDER ANY CIRCUMSTANCES, HAVE ANY OF THE FOLLOWING TRANSPORTED: hazardous materials, perishable foods, live plants, pets, and irreplaceable items. Gasoline, propane tanks, paint thinner, and fireworks. fertilizers, pesticides, and pool chemicals. accounts, bills, debts, evidence of debt, letters of credit, passports, documents, railroad or other tickets, notes, money, securities, currency, bullion, precious stones, jewelry and/or other similar valuable articles, paintings, statuary and other works of art, manuscripts, mechanical drawings, live animals, tobacco, cigars, cigarettes, non-ferrous metal in scrap and/or ingot form, or furs and skins

A PROJECT PRO HAS THE RIGHT TO INSPECT ANY BOX AND MAY REFUSE TO EXECUTE THE PROJECT FOR ANY PROJECT TO OR FROM ANY LOCATION, OR TO INTERCEPT, HOLD, OR RETURN ANY ITEMS, WHEN, AMONG OTHER REASONS, THE DELIVERY PROFESSIONAL, IN HIS OR HER SOLE REASONABLE DISCRETION, DETERMINES THAT IT IS UNSAFE OR ECONOMICALLY OR OPERATIONALLY IMPRACTICABLE TO EXECUTE THE PROJECT, OR THAT THE SERVICE IS BEING USED IN VIOLATION OF FEDERAL, STATE, OR LOCAL LAW, OR FOR FRAUDULENT PURPOSES. THE SERVICE IS NOT INTENDED TO BE USED FOR THE DELIVERY OF ANY PROHIBITED GOODS AND LYNPHOPRO WILL COOPERATE FULLY WITH ANY LAW ENFORCEMENT INVESTIGATION REGARDING ANY PROHIBITED GOODS DELIVERED THROUGH USE OF THE SERVICE

Customer Project Fee

The estimate and the applicable rates for each Project will be displayed to you on the Service, and include expenses that may be incurred by the Delivery Professional in the normal course of completing your Project. The Project will begin when the Project Pro begins loading items and the Project will end once the Delivery Professional has safely unloaded all items and confirmed the Final Fee is correct through the functionality provided via the Service. Lynphopro is not responsible for any actions performed by the Delivery Professional that occur after the Project is completed

Customer Project Fee Payment

Unless otherwise agreed, Lynphopro accepts credit cards through our third-party payment Processor. Actual Project fees are due immediately following the applicable Delivery Professional’s confirmation of project completion. If you cancel your Scheduled Project, Lynphopro will charge you {20%} of the base Rate. Then Lynphopro will charge you {$10} per Delivery Professional if the project start time is more than 60 minutes away. The fee will be {$20} per Delivery Professional if the time of cancellation is 60 minutes or less from the start time. Cancellation fees are non-refundable.

Customer Insurance and Liability

Your maximum claim for damages of any or all Items to be delivered for a particular Project will be either the declared value of the Items that you specified when requesting the Project or $10,000 (in aggregate) for any verifiable damage to the Items that occurred during performance of the applicable Project, whichever is lowest.

Undeliverable Items

Delivery Professionals will make commercially reasonable efforts to deliver Items for Customer. If the Delivery Professional is unable to safely deliver Items to the Customer’s selected destination, then the Delivery Professional will attempt to return items to the Customer’s chosen pickup location at the Customer’s expense. If the Delivery Professional is unable to return item to the pickup location and is forced to hold onto the Customer’s Item, then the Customer will be charged a storage fee of {$100} per calendar day until the item is able to be delivered to the Customer.

4. Payment Processor

All Fees for using the Service will be processed via Lynphopro third party payment processor. Our payment processor may require you to read and agree to its standard terms and conditions. Lynphopro reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment, or (ii) refund, provide credits, or arrange for our payment processor to do so. Users are liable for any taxes (including VAT, if applicable) required to be paid on their use of the Service or on any related payment received (other than taxes on Lynphopro income). Lynphopro will authorize and place a hold on customer’s credit card at the time the order is received by Lynphopro. The authorized amount will be for the estimated delivery cost.

5. Intellectual Property Rights

License

The Service is licensed, not sold, to you for use only under the terms of this EULA. Lynphopro reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with this EULA, Lynphopro hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service

Content

Except for User Content (as defined below), the content made available on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features, may be protected by copyright or other intellectual property rights and owned by Lynphopro or Lynphopro third party licensors (the “Lynphopro Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this EULA or permitted by the Service’s functionalities. You may not modify or use any materials obtained from or available through the Service unless you have obtained the applicable copyright owner’s prior express written authorization. Lynphopro solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and related goodwill.

Marks

The Lynphopro trademarks, service marks, and logos (the “Lynphopro Trademarks”) used and displayed on the Service are Lynphopro registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, with the Lynphopro Trademarks, the “Trademarks”). Nothing on the Service or in this EULA should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without Lynphopro prior express written consent for each individual use. You may not use the Trademarks to disparage Lynphopro or the applicable third-party, Lynphopro or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without Lynphopro prior express written consent. All goodwill generated from the use of any Lynphopro Trademark will inure solely to Lynphopro benefit

Restrictions

You may not sell, transfer, assign, license, sublicense, or modify the Lynphopro Content or App, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Lynphopro Content in any way for any public purpose. The use or posting of any of the Lynphopro Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this EULA, then your right to access and/or use the Lynphopro Content and Service will automatically terminate and you must immediately destroy any copies you have made of the Lynphopro

6. User Content.

Definition

“User Content” means any content that users upload, post or transmit (collectively, “Post”) to or through the Service including, without limitation, literary works, photographs, audiovisual works, artwork and any other work subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws.

Screening User Content

Lynphopro offers users the ability to submit User Content to the Service. Lynphopro does not pre-screen any User Content, but reserves the right to refuse or delete any User Content in its sole discretion. In addition, Lynphopro has the right, but not the obligation, in its sole discretion to refuse or delete any User Content that it reasonably considers to violate this EULA or be otherwise illegal or inappropriate. Lynphopro does not guarantee the accuracy, integrity or quality of any User Content, and under no circumstances will Lynphopro be liable in any way for any User Content, including liability for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content uploaded, posted, emailed or otherwise transmitted via the Service.

Intellectual Property Rights

YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT, AND SUBMITTING YOUR USER CONTENT TO THE SERVICE DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.

Licenses to User Content

You hereby grant Lynphopro an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites (as defined below), and otherwise exploit and use (“Use”) all User Content you Post to or through the Service by any means, through any media and formats now known or hereafter developed, for the purpose of providing the Service as authorized by this EULA. You further grant Lynphopro a royalty-free license to use your username, image, and likeness to identify you as the source of any of your User Content. You must not post any User Content on or through the Service or transmit to Lynphopro any User Content that you consider to be confidential or proprietary

You Must Have Rights to the Content You Post

You must not Post any User Content to the Service if you are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. You represent and warrant that: (i) you own the User Content Posted by you on or through the Service or otherwise have the right to grant the license set forth in this EULA; (ii) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other third party’s rights; (iii) the Posting of your User Content will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party.

Waiver of Rights to User Content

By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.

No Liability

For the avoidance of doubt, Lynphopro will not be liable for any unauthorized use of User Content by any other user or third party.

7. Restrictions on Use of the Service.

In using the Service, you agree not to:

  ✓ take any action that imposes an unreasonable load on the Service’s infrastructure;

  ✓ Driving Record Check

  ✓ use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted on the Service;

  ✓ attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service;

  ✓ alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available;

  ✓ use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Lynphopro;

  ✓ access, tamper with, or use non-public areas of the Service, Lynphopro (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Lynphopro providers;

  ✓ harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Lynphopro employees and customers;

  ✓ provide any false personal information to Lynphopro;

  ✓ create a false identity or impersonate another person or entity in any way;

  ✓ restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of that person, or collect information about users of the Service;

  ✓ gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;

  ✓ post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service;

  ✓ interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;

  ✓ do anything that causes Lynphopro to become subject to regulation as a transportation carrier or provider of taxi services.

  ✓ violate any applicable federal, state, or local laws or regulations or the terms of this EULA; or

  ✓ assist or permit any persons in engaging in any of the activities described above.

External Sites

The Service may contain links to third party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Lynphopro is not responsible for the content of any linked External Sites and makes no representations regarding the content or accuracy of any materials on such External Sites. If you decide to access any External Sites, you do so at your own risk.

Feedback

We pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our users. If you choose to contribute by sending Lynphopro or our contractors any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. By sending Feedback to Lynphopro, you agree that:

  ✓ Lynphopro has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

  ✓ Unless otherwise stated, feedback is provided on a non-confidential basis, and Lynphopro has no obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

  ✓ You irrevocably grant Lynphopro perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

8. Dispute Resolution

Generally

In the interest of resolving disputes between you and Lynphopro in the most expedient and cost effective manner, you and Lynphopro agree that any dispute arising out of or in any way related to this EULA or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this EULA or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this EULA. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU AND LYNPHOPRO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Despite the provisions of the Section entitled “Generally” directly above, nothing in this EULA will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

Arbitrator

Any arbitration between you and Lynphopro will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this EULA, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Lynphopro. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail (“Notice”). Lynphopro address for Notice is: info@lynphopro.com. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Lynphopro may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Lynphopro must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Lynphopro will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by Lynphopro in settlement of the dispute prior to the arbitrator’s award; or (C) {$15000- to be updated via setup} .

Fees

If you commence arbitration in accordance with this EULA, Lynphopro will reimburse you for your payment of any reasonable filing fee, unless your claim is for more than {$15000- to be updated via setup} or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Fulton County, Georgia, but if the claim is for {$15000- to be updated via setup} or less, you may choose whether the arbitration will be conducted: (i) solely based on documents submitted to the arbitrator; (ii) through a non-appearance-based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards outlined in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Lynphopro for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions

YOU AND LYNPHOPRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Lynphopro agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

No Class Actions

If Lynphopro makes any future change to this arbitration provision, other than a change to Lynphopro address for Notice, you may reject the change by sending us written notice within 30 days of the change to Lynphopro address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Lynphopro.

Enforceability

If the Section entitled “No Class Actions” is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly below will govern any action arising out of or related to this EULA or your use of the Service.

Choice of Law; Venue

This EULA will be governed and construed in accordance with the laws of the State of Georgia, excluding its conflicts of law rules. For any lawsuit or court proceeding permitted under this EULA, you and Lynphopro agree to submit to the personal and exclusive jurisdiction and venue of the courts located in Fulton County, Georgia.

9. Limitation of Liability and Disclaimer of Warranties.

TO THE FULLEST EXTENT PERMITTED BY LAW, LYNPHOPRO, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “LYNPHOPRO PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. THE LYNPHOPRO PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT AT YOUR OWN RISK

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LYNPHOPRO PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO LYNPHOPRO PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LYNPHOPRO PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY LYNPHOPRO PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH LYNPHOPRO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LYNPHOPRO LIABILITY, AND THE LIABILITY OF ANY OTHER LYNPHOPRO PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.

Lynphopro is not responsible for the performance, actions, or inactions of any user, whether identified through the Service, in public, private, or offline interactions, or otherwise. Lynphopro does not have control over, and has no liability or responsibility for, the quality, timing, legality, suitability, reliability, timeliness, or accuracy of any user, or the failure of any user to provide the services requested or payment required therefor, or for any other aspect whatsoever of an Item nor for the integrity, responsibility or any of the actions or omissions whatsoever of any users. Lynphopro does not have control over, and has no responsibility for, any damage to Items. NEITHER LYNPHOPRO NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICE AND LYNPHOPRO AND ITS AFFILIATES AND LICENSORS ARE NOT BE LIABLE FOR ANY LOSS, CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE. BY USING THE SERVICE YOU THEREBY RELEASE LYNPHOPRO AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED TO ANY USE OF OUR SERVICE OR THE CONDUCT OR MISCONDUCT OF A USER.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE MAY NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON USERS OF THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. LYNPHOPRO RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME. IN NO EVENT WILL THE LYNPHOPRO PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN CONNECTION WITH USING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH A PROJECT. ALL USERS EXPRESSLY AGREE NOT TO HOLD THE RELEASED PARTIES LIABLE FOR ANY SERVICES DELIVERED WHICH ORIGINATED THROUGH THE SERVICE AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT ARISE OR RELATED IN ANY WAY TO THE SERVICE, THE INFORMATION PROVIDED THROUGH THE SERVICE AND THE SERVICES PROVIDED BY OR TO ANY USER OF THE SERVICE. LYNPHOPRO DOES NOT MAKE ANY GUARANTEES AS TO INSURANCE POLICIES HELD BY DELIVERY PROFESSIONALS.

Third Party Disputes

LYNPHOPRO IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE LYNPHOPRO PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Lynphopro Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this EULA, or your access to, use or misuse of the Lynphopro Content or Service. Lynphopro will notify you of any such claim, suit, or proceeding. Lynphopro reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Lynphopro defense of such matter

Termination of the EULA

Lynphopro reserves the right, in its sole discretion, to restrict, suspend, or terminate this EULA and your access to all or any part of the Service at any time and for any reason without prior notice or liability. Lynphopro reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability. Sections 1, b, 5.b, 5.c, 5.d, 6.c, 6.e, 6.f, 6.g, 7, and 9 – 17 survive the termination of this EULA indefinitely.

Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read thePrivacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing

Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Lynphopro as a result of this EULA or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Lynphopro other than pursuant to this EULA. If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this EULA, which will remain in full force and effect. Lynphopro failure to act on or enforce any provision of this EULA will not be construed as a waiver of that provision or any other provision in this EULA. No waiver will be effective against Lynphopro unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Lynphopro and you, this EULA constitutes the entire agreement between you and Lynphopro with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This EULA will inure to the benefit of our successors and assigns. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior express written consent of Lynphopro. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. Lynphopro may assign this EULA, including all its rights hereunder, without restriction.

Contact Us. s

If you would like to contact us in connection with your use of the Service, then please refer to the contact information below: info@lynphopro.com

Promotions s

Lynphopro may from time to time offer promotions, promo codes and/or discounts for first time users or as a reward for referrals. These rewards will come in the form of Lynphopro Credits that can be used to purchase Services on the Lynphopro platform only. Lynphopro Credits can be redeemed using the Lynphopro Apps or Website. The maximum Lynphopro Credits that can be redeemed per Project is $10.00. A valid Promo Code or Gift Card must be entered before the service is requested in order for the credits to be applied to a Project. Credits cannot be retroactively added to a Project that has already been scheduled. Credits earned using illegal or fraudulent methods will be null and void. Lynphopro Credits have a cash value of 1/100 of one cent. Lynphopro reserves the right to cancel or suspend these Promotions at any time.

10. TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

Definitions

  ✓ “License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

  ✓ “Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

  ✓“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

  ✓“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

  ✓“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

  ✓ “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

  ✓“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

  ✓“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

  ✓ “Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

  ✓“Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

Grant of Copyright License

Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

Redistribution

You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

  ✓ You must give any other recipients of the Work or Derivative Works a copy of this License; and

  ✓ You must cause any modified files to carry prominent notices stating that You changed the files; and

  ✓ You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and

  ✓ If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

Trademarks

This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file

Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

Limitation of Liability

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

Accepting Warranty or Additional Liability

While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS