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Dropout — Viewer Terms of Service Agreement —
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__ ** Start Free Trial ** Sign In ### Start typing to see results # Viewer Terms of Service Agreement Last updated: Nov 4, 2024 Dropout.tv Viewer Terms of Service Agreement Last Updated: October 8, 2025 Please read this Terms of Service agreement (the “ Terms of Service ”) carefully. This website and its subdomains (collectively, the “ Website ”), the information on the Website, any Dropout application (each, an “ App ”), and the services and resources available or enabled via the Website or an App (each a “ Service ” and collectively, the “ Services ”), are controlled by Connected Ventures, LLC (“ Dropout ”). These Terms of Service, along with all supplemental terms that may be presented to you for your review and acceptance (collectively, the “ Agreement ”), govern your access to and use of the Services. By clicking on the “I Accept” button, completing the account registration process, browsing the Website, downloading or using an App, or otherwise accessing or using any of the Services, you represent that (1) you have read, understand, and agree to be bound by the Agreement; (2) you are of legal age to form a binding contract with Dropout; and (3) you have the authority to enter into the Agreement personally or on behalf of the legal entity identified during the account registration process, and to bind that legal entity to the Agreement. The term “ you ” refers to the individual or such legal entity, as applicable. If you, or if applicable, such legal entity, do not agree to be bound by the Agreement, you, and if applicable, such legal entity, may not access or use any of the Services . IF YOU SUBSCRIBE ANY FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE “ INITIAL TERM ”), YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT DROPOUT’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.2(A) (AUTOMATIC RENEWAL) BELOW. PLEASE BE AWARE THAT SECTION 11 (ARBITRATION AGREEMENT) OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. The Agreement IS subject to change by DROPOUT in its sole discretion at any time AS SET FORTH IN SECTION 13.13 (Agreement updates). - USE OF THE SERVICES. The Services, and the content and information available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and Dropout, your right to use any and all Services is subject to the Agreement. - App License. Subject to your compliance with the Agreement, Dropout grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the App on a television, computer, mobile device, or console that you own or control (each, a “Device”) and to run such copy of the App solely for your own personal purposes. - Updates. You understand that the Services are evolving. As a result, Dropout may require you to accept updates to any Apps that you have installed on your Devices. You acknowledge and agree that Dropout may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. - Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout, or form); (c) you shall not use any metatags or other “hidden text” using Dropout’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update, or other addition to the Services shall be subject to the Agreement. Dropout, its suppliers, and service providers reserve all rights not granted in the Agreement. - ACCOUNTS - Registering Your Account. In order to access certain features of the Services, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account with Dropout through the Services (“Account”), has a valid account on a streaming media player service (such as Amazon Fire TV, Android TV, Apple TV, LG Smart TV, Roku, Samsung TV, Vizio TV, Xbox, etc.) through which you can connect to the Services, as permitted by the Services (each such account, a “Third-Party Account”), or has an account with the third-party application store from which you downloaded the App. - Access Through a Third-Party Account. The Service may allow you to link your Account with a Third-Party Account by allowing Dropout to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Dropout and/or grant Dropout access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Dropout to pay any fees or making Dropout subject to any usage limitations imposed by such third-party service providers. By granting Dropout access to any Third-Party Account, you understand that Dropout may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“Third-Party Account Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in this Agreement, all Third-Party Account Content is considered to be Your Content (as defined in Section 3.1 (Types of Content)) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. If a Third-Party Account or associated service becomes unavailable, or Dropout’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND DROPOUT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Dropout makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Dropout is not responsible for any Third-Party Account Content. - Use of Your Account. In registering an Account, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You represent that you are (i) at least sixteen (16) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or Dropout has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Dropout has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information. You agree not to create an Account or use the Services if you have been previously removed by Dropout, or if you have been previously banned from any of the Services. You may share your Account login or password with anyone, provided that you are responsible for all activities that occur under your Account. You agree that you shall monitor use of your Account by any other persons, including minors, and you will accept full responsibility for any such use. You agree to notify Dropout immediately of any unauthorized use of your password or any other breach of security. - Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a Device that is suitable to install and use the App. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Services. - Dropout Communications. By entering into the Agreement or using the Services, you agree to receive communications from us, including via email and push notification. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Dropout and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. - RESPONSIBILITY FOR CONTENT - Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and other materials accessible through the Services (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Dropout, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Dropout, are similarly responsible for all Content that you and they make available through the Services (“User Content”). - No Obligation to Pre-Screen Content; Content Monitoring. You acknowledge that Dropout has no obligation to pre-screen User Content, although Dropout reserves the right in its sole discretion to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates the Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Dropout; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (d) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. By entering into the Agreement, you hereby provide your irrevocable consent to Dropout’s monitoring of Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat or text communications. In the event that Dropout pre-screens, refuses, or removes any of Your Content, you acknowledge that Dropout will do so for Dropout’s benefit, not yours. Without limiting the foregoing, Dropout shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable. If Dropout becomes aware of any possible violations by you of the Agreement, Dropout reserves the right to investigate such violations. If, as a result of the investigation, Dropout believes that criminal activity has occurred, Dropout reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Dropout is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Dropout’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Dropout, its Registered Users or the public, and all enforcement or other government officials, as Dropout in its sole discretion believes to be necessary or appropriate. - Interactions with Other Users. The Services may contain User Content provided by other Registered Users. Dropout is not responsible for and does not control User Content. Dropout has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Dropout reserves the right, but has no obligation, to intercede in any such interactions. You agree that Dropout will not be responsible for any liability incurred as the result of such interactions. - User Conduct. As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action; or (b) make available any Content on or through the Services that: (i) infringes, misappropriates, or otherwise violates any intellectual property right, right of publicity, right of privacy, or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk, or bulk email; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Dropout’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Dropout; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. - OWNERSHIP - Services. You agree that Dropout and its suppliers own all rights, title, and interest in the Services (including but not limited to, any videos, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, computer code, methods of operation, moral rights, documentation, and software). You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any Services. - Trademarks. Dropout’s name and all related stylizations, graphics, logos, service marks, and trade names used on or in connection with any Services are the trademarks of Dropout and may not be used without permission in connection with your, or any third-party, products or services. Third-party trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners. - Your Content. Dropout does not claim ownership of Your Content. However, when you post or publish Your Content on or in any Services, you represent that you own or have all necessary rights to post or publish Your Content on or in the Services. You grant Dropout a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may see, use, and reproduce any of Your Content that you submit to any “public” area of the Services. You agree that you, not Dropout, are responsible for all of Your Content. You may not post a photograph of another person without that person’s permission. - Username. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Dropout. Dropout reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Dropout to identify you by your username (which may be a pseudonym) as the contributor of Your Content. - Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Dropout through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Dropout has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Dropout a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Dropout’s business. - FEES AND PURCHASE TERMS - Payment. You agree to pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable in accordance with the Agreement. By providing Dropout with your payment information, you agree that Dropout is authorized to immediately invoice your Account for all fees and charges as they become due and payable and that no additional notice or consent is required. You agree to immediately notify Dropout of any change in your payment information to maintain its completeness and accuracy. Dropout reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by email delivery to you, in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Dropout or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable. - Subscription. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (each, a “Service Subscription Fee”) will be billed at the start of the Subscription (each, a “Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. Dropout currently offers its basic Subscription, which provides you with access to countless hours of the best unscripted comedy on the internet, ad-free and uncensored (“Standard tier Subscription”), and a Superfan Subscription, which provides you with the features and functionality of the Standard tier Subscription offering, as well as early access to live shows, exclusive merchandise and secret merchandise drops, behind the scenes extras, and discounts and collectibles (“Superfan tier Subscription”). Dropout reserves the right to change the timing of our billing. Dropout reserves the right to change the Subscription pricing at any time in accordance with Section 13.13 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, Dropout will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 5.2(a)(i) (Cancelling Subscriptions Purchased via Dropout) or 5.2(a)(ii) (Cancelling Subscriptions Purchased via a Third-Party Application Store). No contract will exist between you and Dropout for the Services until Dropout accepts your order by a confirmatory email or other appropriate means of communication. - Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Dropout’s then-current price for such Subscription until terminated in accordance with the Agreement. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period at the same price as your initial Subscription period (each, a “Renewal Term”). However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Dropout to charge the payment method designated in your Account on the Service Commencement Date, and again on each Renewal Commencement Date. Upon renewal of your Subscription, if Dropout does not receive payment, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Dropout may either terminate or suspend your access to the Services and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received, at Dropout’s then-current price for such Subscription). - Cancelling Subscriptions Purchased via Dropout. If you purchased your Subscription directly from Dropout, you may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact Dropout at customercare@chmedia.com, or log in and go to the “Change/Cancel Subscription” page on your “Account Settings” page. - Cancelling Subscriptions Purchased via a Third-Party Application Store. If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the Renewal Commencement Date via such third-party application store. - Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. - Upgrades. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the fees will reflect any such upgrades. If you purchase your Standard tier Subscription via a third-party application store, to upgrade to the Superfan tier Subscription, you must cancel your current Subscription by following the relevant steps found here, and once your then-current term expires, you may upgrade to the Superfan tier Subscription by signing up here. If you would like to upgrade your Subscription prior to the expiration of your then-current term, you may submit a support ticket here, and our team will do its best to assist you in a timely manner. - Taxes. The Fees do not include any Sales Tax that may be due in connection with the services provided under the Agreement. If Dropout determines it has a legal obligation to collect a Sales Tax from you in connection with the Agreement, Dropout may collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Dropout, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Dropout for any liability or expense Dropout may incur in connection with such Sales Taxes. Upon Dropout’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. - Withholding Taxes. You agree to make all payments of fees to Dropout free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Dropout will be your sole responsibility, and you will provide Dropout with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid. - Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User-level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Dropout to have the charges reversed. - Indemnification. You agree to indemnify and hold Dropout, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Dropout Party” and collectively, the “Dropout Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of any Service in violation of the Agreement; (c) your violation of any rights of another party, including any Registered Users; or (d) your violation of any applicable laws, rules or regulations. Dropout reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Dropout in asserting any available defenses. This provision does not require you to indemnify any of the Dropout Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services. - DISCLAIMER OF WARRANTIES AND CONDITIONS - As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. DROPOUT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. - DROPOUT MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. - NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DROPOUT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. - From time to time, Dropout may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Dropout’s sole discretion. The provisions of this section apply with full force to such features or tools. - No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT DROPOUT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DROPOUT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. - LIMITATION OF LIABILITY - Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL DROPOUT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT DROPOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A DROPOUT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DROPOUT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DROPOUT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. - Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, DROPOUT PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO Dropout by you during the THREE (3)-month period prior to the act, omission or occurrence giving rise to such liability; or THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A DROPOUT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DROPOUT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DROPOUT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. - User Content. EXCEPT FOR DROPOUT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN DROPOUT’S PRIVACY POLICY, DROPOUT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. - Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. - Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DROPOUT AND YOU. - PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is Dropout’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Dropout by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Dropout’s Copyright Agent for notice of claims of copyright infringement is as follows: Connected Ventures, LLC Attention: Copyright Agent 3108 Glendale Blvd PO Box 479 Los Angeles, CA, 90039 copyright@dropout.tv - TERM AND TERMINATION - Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. - Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services; or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement. - Termination of Services by Dropout. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Dropout will refund your Service Subscription Fee, if already paid pursuant to Section 5.1 (Payment) or 5.2 (Subscriptions), for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Dropout is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Dropout has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Dropout’s sole discretion and that Dropout shall not be liable to you or any third party for any termination of your Account. - Termination of Services by You. If you want to terminate the Services provided by Dropout, you may do so by (a) notifying Dropout at any time; and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Dropout’s address set forth below. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 5.2(A) (AUTOMATIC RENEWAL). - Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Dropout will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. - No Subsequent Registration. If your registration(s) with, or ability to access, the Services or any other Dropout community, is discontinued by Dropout due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Dropout community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Dropout reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. - ARBITRATION AGREEMENT. Please read this Section 11 (sometimes referred to herein as this “Arbitration Agreement”) carefully. Through this Section 11, YOU AND DROPOUT AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: - MANDATORY ARBITRATION. You and Dropout agree to resolve any claims arising out of or relating to this Agreement, the Website, the App, or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account registration, or within 30 days after any updates to these arbitration terms have taken effect by filling out this form. If you opt out of an update, the last set of agreed upon arbitration terms will apply. - Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. This is a condition precedent and requirement that must be fulfilled before commencing arbitration. You agree to do so by sending us notice through this form. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process. - Arbitration Forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here). Dropout will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration. If you or Dropout need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the pre-arbitration notice described in Section 11.2, above, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. - Arbitration Procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of Los Angeles, California have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute. You and Dropout agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. - Batch Arbitration. If 10 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Dropout agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. - Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation. - CLASS AND JURY TRIAL WAIVERS. You and Dropout agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Dropout knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim. - Severability, Expiration. If any part of this Arbitration Agreement is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety. You further agree that any Dispute that you have with Dropout as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. - THIRD-PARTY SERVICES - Vimeo. Portions of the Services may be hosted by Dropout’s third-party hosting partner, Vimeo.com, Inc. (“Vimeo”). By streaming Dropout content or otherwise accessing the Services through the Website, you agree your use of such Services is subject to Vimeo’s standard viewer terms, which are currently available at https://www.vhx.tv/tos. - Third-Party Websites and Applications. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Dropout. Dropout is not responsible for any Third-Party Websites or Third-Party Applications. Dropout provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. - App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Dropout and not with the App Store. Dropout, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you may be required to have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it. Notwithstanding the first sentence of Section 1.1 (App License), with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group. - Accessing and Downloading the App from iTunes. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: - You acknowledge and agree that (i) the Agreement is concluded between you and Dropout only, and not Apple, and (ii) Dropout, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. - You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. - In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Dropout and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Dropout. - You and Dropout acknowledge that, as between Dropout and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. - You and Dropout acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Dropout and Apple, Dropout, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. - You and Dropout acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. - Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application. - GENERAL PROVISIONS - Governing Law. Any dispute, claim or request for relief relating in any way to your use of the services will be governed and interpreted by and under the laws of the state of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. - Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Dropout agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles, California. - Electronic Communications. The communications between you and Dropout may take place via electronic means, whether you visit the Services or send Dropout emails, or whether Dropout posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Dropout in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Dropout provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. - Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Dropout’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. - Force Majeure. Dropout shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. - Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: https://watch.dropout.tv/contact/support. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. - Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. - Notice. Where Dropout requires that you provide an email address, you are responsible for providing Dropout with your most current email address. In the event that the last email address you provided to Dropout is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Dropout’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Dropout at the following address: Connected Ventures, LLC, Attention: Legal, 3108 Glendale Blvd, PO Box 479, Los Angeles, CA 90039. Such notice shall be deemed given when received by Dropout by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. - Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. - Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. - Export Control. You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Dropout are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Dropout products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. - Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. - Agreement Updates. Please note that the Agreement is subject to change by Dropout in its sole discretion at any time. When changes are made, Dropout will make a copy of the updated Agreement available at the Website and update the “Last Updated” date at the top of these Terms of Service. If we make any material changes to the Agreement, we will provide notice of such material changes on the Website and attempt to notify you by sending an email to the email address associated with your Account. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective for existing Registered Users (defined below) upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms of Service; or (b) your consent to and acceptance of the updated Agreement if Dropout provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Dropout may require before further use of the Services is permitted. If you do not agree to the updated Agreement, you must stop using all features of the Services upon the effective date of the updated Agreement. Otherwise, your continued use of any of the Services after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. Please regularly check the Website to view the then-current Agreement. You agree that Dropout’s continued provision of the Services is adequate consideration for the changes in the updated Agreement. - Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. - INTERNATIONAL PROVISIONS. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Dropout intends to announce such Services or Content in your country. The Services are controlled and offered by Dropout from its facilities in the United States of America. Dropout makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. The following provisions shall apply only if you are located in the countries listed below. - United Kingdom. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act. - Germany. Notwithstanding anything to the contrary in Section 8 (Limitation of Liability), Dropout is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).