Carlypso Terms & Conditions of Use (effective January 1, 2015)

Welcome to Carlypso.com, the website for Carlypso Inc., and Carlypso Qualified LLC (”Carlypso,” “we,” “us”, “the dealership”, or “our” ). The terms and conditions set forth herein are hereinafter referred to as the “Agreement” and govern all use of the Carlypso.com website and all content, services, features, activities and products available at or through the website (collectively, the “Services”). This Agreement sets forth the legally binding terms and conditions for your use of the website and the Services.

 

1

Summary

Carlypso is a vehicle buying service. We do not own any inventory. Instead, we are dedicated to locating and purchasing the best vehicle for you. Unlike conventional dealerships, the inventory offered here is virtualized and not available for viewing on or at the Carlypso Qualified LLC lot or location unless otherwise explicitly mentioned.

These features are offered subject to certain restrictions, which are described further throughout this Agreement. Moreover, your use of Carlypso's Services imposes certain obligations on you, which are described further below. Carlypso strongly encourages you to read this Agreement in its entirety.

2

General Provisions

A. Registration / Modification

By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Carlypso.com website, you agree that you have read and accepted the terms and conditions of this Agreement. The Agreement consists of all terms and conditions set forth in the Agreement, as well as those set forth in Carlypso's Privacy Policy (https://www.carlypso.com/Privacy) and any Retail Installment Contract entered into between Carlypso, on the one hand, and a buyer, on the other hand, all of which are incorporated by reference herein in their entirety. All Services available at any time on this website are subject to this Agreement. Carlypso reserves the right to modify this Agreement at any time. Any such modification will be evidenced by a new effective date. All users of this website, including those who have previously acknowledged their acceptance of the Agreement, will be notified of any modification. Carlypso may, in its unilateral discretion, change, restrict access to, suspend, or discontinue this website, or any portion thereof.

B. Intended Use

This website is intended for use only by residents of the United States of America (excluding unincorporated territories, Puerto Rico and Guam), eighteen (18) years of age or older, who have the capacity to enter into a valid contract; by accepting this Agreement, you represent and affirm that you meet these requirements. If you are accepting this Agreement on behalf of an organization, you represent that you have the authority to do so.

In compliance with the Children's Online Privacy Protection Act, Carlypso does not knowingly or intentionally solicit or collect information from minors, and the Services are not directed at minors.

C. Arbitration and Class Action Waiver

In accordance with the terms set forth in Section 10 below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

3

Access and Use of the Services.

In order to use this website and access the Services, you will be required to register for an account on the Carlypso website or mobile application (the “Account”). You must provide accurate information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account.

4

Buying and Selling Vehicles.

Carlypso is licensed by the California Department of Motor Vehicles as a used car dealer. As explained more fully below, once a buyer has agreed to purchase a particular vehicle offered for sale on this website, Carlypso purchases that vehicle from the seller (if Carlypso does not otherwise own the vehicle). Thereafter, Carlypso delivers the vehicle to our dealership location along with, title and, within California, registration, to the buyer. At the time of delivery, (i) Carlypso gives all required disclosures and notifications to the buyer, (ii) Carlypso and the buyer mutually execute all required purchase and sale documents, and (iii) buyer pays Carlypso for the vehicle.

We may use a third-party payment processor (the “Payment Processor”) to bill you or compensate you through a payment account linked to your Carlypso account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to consummate a transaction with Carlypso, you agree to pay us, through the Payment Processor, all charges in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge or credit your chosen payment provider.

A. Buying a Vehicle on this Website.

Following registration for access and use of the Services, a prospective buyer is free to browse the website. For each vehicle offered for sale, the website displays professional photographs and certain characteristics of the vehicle. The photographs displayed may include both exemplars (where noted), but also photos of the actual vehicle offered for sale (where noted).

With respect to any vehicle Carlypso sells, Carlypso will have complied with all requirements of the California Vehicle Code with respect to (1) checking and making operational certain vehicle parts, (2) odometer disclosure, and (3) smog inspection. Carlypso will also make all disclosures required under California and federal law, including under the Federal Buyer’s Guide and California Vehicle Code section 9990. Carlypso disclaims any responsibility for the accuracy of any third report provided with the vehicle.

The sale price at which Carlypso offers a vehicle for sale on this website is fixed and not subject to negotiation. The prices on the website include title fees for California residents, California smog and document fees. Prices on the website do not include sales or usage tax, delivery fees, non-California title and registration fees, financing charges or extra purchases, including but not limited to an extended warranty. Please note because the vehicle offered for sale has not yet been purchased, certain disclaimers are made with regard to price – “market based pricing”. The pricing offered on this site is based on latest predictable market conditions for that vehicle, but in certain circumstances Carlypso may be unable to obtain said vehicle at the recommended market price. In such event, Carlypso may be unable to fill a vehicle order at that time. [HERE IS MARKET BASED PRICE LANGUAGE]

At the time a vehicle (along with title and, within California, registration) is picked up or delivered to the buyer for consummation of a sale, the buyer and Carlypso will mutually execute a Retail Installment Contract memorializing the terms of the sale. A buyer can pay for the vehicle by check, bank transfer, or arranged financing. Payment is due at the time of executing the Retail Installment Contract, and the buyer’s account will be charged immediately. All vehicles delivered to a buyer will be free and clear of any liens previously attached to the vehicle. At the time of delivery, Carlypso will give all required notifications and disclosures.

While Carlypso expects to be able to offer delivery within several days of most purchases, there are certain circumstances outside of Carlypso’s control that may delay delivery. For example, if the transport truck is delayed outside of normal conditions, Carlypso may be unable to deliver the vehicle in the original predicted timeframe. Accordingly, while Carlypso makes every best effort to ensure a timely pickup or delivery, Carlypso cannot offer a guaranteed delivery timeframe at the time of purchase.

Each vehicle sold by Carlypso comes with a 7-day money back guaranty. This means that, as long as (i) the vehicle has not been driven more than a total of 1,000 miles, and (ii) the vehicle is in the same condition it was in at the time of delivery (collectively the “Money Back Guaranty Conditions”), a buyer can, within 7 days of delivery, return the vehicle to Carlypso and receive a full refund. As long as the Money Back Guaranty Conditions are satisfied. The buyer may return a vehicle for mechanical or cosmetic issues only (buyer’s remorse does not satisfy these conditions). Should the vehicle have cosmetic flaws (commonly noted but not limited to dents, dings, scratches, scuffs, smells, rips, tears) beyond the initial disclosures or mechanical issues totaling over $50.00 [NEED ADJUSTED LANGUAGE HERE]. Carlypso does not offer partial refunds and will not renegotiate the purchase price if the buyer is not satisfied with the vehicle. In the event the buyer is not satisfied with the vehicle for any reason, the buyer may, as long as the Money Back Guaranty Conditions are satisfied, return the vehicle within seven (7) days of purchase and, subject to excess mileage charges described below, receive a full refund.

To the extent the vehicle has been driven beyond the Mileage Limit, the refund given to the buyer will be reduced by $3.00 (three dollars) per mile. To the extent the vehicle has been damaged or is otherwise in worse condition than it was at the time of delivery, Carlypso, in its sole discretion, may refuse to refund any portion of the purchase price, or may choose to reduce the refunded amount by the amount required to return the vehicle to its condition at the time of delivery to buyer. The amount of the deduction will be determined by Carlypso in its sole discretion, and Carlypso will provide an accounting to the buyer reflecting the amount of any deductions and the reason for each deduction. In the event Carlypso refunds the purchase price to a buyer, Carlypso, as the owner of that vehicle, may itself offer the vehicle for sale on this website.

All Carlypso vehicles come with the 7-day money back guaranty described above, unless otherwise explicitly noted and excluded.

5

User Generated Content.

A. Prohibited Actions.

You are solely responsible for your communications on and your use of the Services. You agree not to do any of the following: (A) post or transmit any libelous, defamatory, indecent, obscene, fraudulent, deceptive, abusive or pornographic message, data, image, content or program; (B) post or transmit any message, data, image, content or program that would violate any property rights of others; (C) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (D) upload or download files that contain software, marks, logos, data, images, content or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law, unless you own or control the rights to such files or material or have received all necessary consents; (E) upload files that contain a virus or corrupted data; (F) falsify the source or origin of software or other material contained in a file that you upload to the Services; (G) falsely purport to be an employee or agent of Carlypso; (H) act, in your use of the Services, in a manner that is contrary to applicable law or regulation; or (I) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content.

B. Carlypso’s Exclusive Right to Manage the User Submissions.

You acknowledge that any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you post, upload, or submit to the Services, including but not limited to comments, forum messages, reviews, text, video, audio, photographs, computer code and applications (each, a “User Submission”) may be edited, removed, deleted, modified, published, transmitted, and displayed by Carlypso in its sole discretion and without your permission, and you waive any rights you may have (including any moral rights) in preventing the material from being altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any User Submissions from the Services at any time, for any reason or for no reason at all. Carlypso reserves the right to treat User Submissions as content stored at the direction of users for which Carlypso will not exercise control except to block or remove content that comes to Carlypso’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Carlypso or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to Carlypso’s attention. However, Carlypso shall not be responsible for controlling or editing any content, and Carlypso has no contractual obligation to remove inappropriate or unlawful content. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of content.

C. License to Carlypso of Your User Submissions.

You hereby grant to Carlypso, and you agree to grant to Carlypso, a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, unconditional, unlimited, worldwide and cost-free license to use, copy, record, disclose, sell, re-sell, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, broadcast, publicly perform, display or otherwise exploit in any manner whatsoever, all or any portion of your User Submissions (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses, and to advertise, market and promote the same. In order to further effect the rights and license that you grant to Carlypso to your User Submissions, you also hereby grant to Carlypso, and agree to grant to Carlypso, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, image, photograph, and likeness that you provide in connection with any User Submission, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Submissions, even if your User Submissions are altered or changed in a manner not agreeable to you. You agree that you shall have no recourse against Carlypso for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions. You further acknowledge and agree that no compensation will be paid with respect to the use of your User Submissions or any of the rights granted in this section.

D. Representations and Warranties Related to Your User Submissions.

Each time you submit a User Submission, you represent and warrant that, as to that User Submission, (A) you are the sole author and owner of the intellectual property and other rights to the User Submission, or you have a lawful right to submit the User Submission and grant Carlypsp the rights to it that you are granting by this Agreement, all without any obligation to obtain consent of any third party and without creating any obligation or liability of Carlypso; (B) the User Submission is accurate; (C) the User Submission does not and, as to Carlypso’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; (D) the User Submission will not violate this Agreement, or cause injury or harm to any person; and (E) the User Submission complies with all applicable laws and regulations.

E. Responsibility of Users.

You are entirely responsible for the content of, and any harm resulting from, your User Submissions. Carlypso does not assume any responsibility or liability for any User Submissions posted on the Services or any website linked to the Services and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the User Submissions.

6

Accuracy of Website Information.

Carlypso designed this website to meet your used car purchase and sale needs by providing you with accurate and up-to-date information about Carlypso's virtual inventory. Despite our best efforts, however, it is inevitable that some inaccuracies may be present. Additionally, photographs of automobiles found on the Carlypso’s website are photographs of the actual vehicles (where noted), as well as exemplary photos to supplement content (where noted); however, their color and general appearance may appear differently based on your monitor and color settings. Carlypso will not be responsible for errors found on this website, including but not limited to pricing errors or an incorrect statement of accessories on a particular vehicle.

Carlypso reserves the right to change product pricing without notice.

7

Ownership and Proprietary Rights.

All information contained in this website, unless otherwise stated, is owned solely and exclusively by Carlypso. You acknowledge and agree that all contents and materials available on this website are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary or intellectual property rights and laws. By permitting you to access and use this website, Carlypso has not granted you a license of any kind to use this information for any purpose (including, but not limited to, commercial purposes) without the express written consent of Carlypso; however, vehicle information may be printed for your non-commercial, personal use only. You may not otherwise amend, copy, create derivative works from, reverse engineer, display, distribute, edit, license, modify, reproduce, rent, sell, and/or transmit any part of this website. You may not use any meta tags or any other "hidden text" utilizing Carlypso's name or trademarks without the express written consent of Carlypso. In addition, deep linking, direct linking, framing, page-jacking, spoofing, hacking, data-mining and using a robot, spider, or automated device of any kind to monitor or copy our website is strictly prohibited.

8

Intellectual Property.

Carlypso is a registered trademark or service mark of Carlypso, Inc. Any unauthorized use, replication, or other violations of trademark law will be prosecuted to the maximum extent possible. All other trademarks not owned by Carlypso or its subsidiaries that appear on this site are property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Carlypso.

9

Warranty Disclaimer.

CARLYPSO MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION AND RELATED GRAPHICS CONTAINED IN THIS WEBSITE FOR ANY PURPOSE WHATSOEVER. ALL INFORMATION PROVIDED ON OUR WEBSITE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CARLYPSO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. CARLYPSO SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT OF GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE CARLYPSO WEBSITE, OR FOR DAMAGE RESULTING FROM THE USE OF OR RELIANCE ON THE INFORMATION CONTAINED HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR EXCLUSION OR LIMITATIONS ON RELIEF SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10

Dispute Resolution/Jurisdiction/Agreement to Arbitrate.

A. In General.

Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Carlypso agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.

B. First -- Try to Resolve Disputes and Excluded Disputes.

If any controversy, allegation, or claim arises out of or relates to the Services, the content available through the Services, your User Submissions, or this Agreement (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if you have failed to provide us with this information or if such information is not current or accurate, then we have no obligation under this section. Your notice to us must be sent to: support@carlypso.com. For a period of 60 days from the date of receipt of notice from the other party, Carlypso and you will engage in a good faith dialogue in order to attempt to resolve the Dispute, though nothing will require either you or Carlypso to resolve the Dispute on terms with respect to which you and Carlypso, in each party’s sole discretion, are not comfortable.

C. Forums for Alternative Dispute Resolution.

If we cannot resolve a Dispute as set forth in above within 60 days of receipt of the notice (or, where no notice address exists for you, after such Dispute arises), then either you or we may submit the Dispute to formal arbitration in accordance with this section.

Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 10 years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Carlypso elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award.

If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer of Carlypso consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA:
800.778.7879
JAMS:
949.224.1810
http://www.adr.org/
http://www.jamsadr.com

D. Nature, Limitations, and Location of Alternative Dispute Resolution.

In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in San Mateo, California; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, Carlypso shall have the right to elect to proceed to arbitration in such location. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Carlypso to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Carlypso will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

E. Limited Time to File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH ABOVE, WHERE FEASIBLE) WITHIN 1 YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

F. Injunctive Relief.

The foregoing provisions of this section will not apply to any legal action taken by Carlypso to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, the content available through the Services, your User Submissions and/or Carlypso’s intellectual property rights, Carlypso’s operations, and/or Carlypso’s products or services.

G. Small Claims Matters Are Excluded from Arbitration Requirement.

Notwithstanding the foregoing, either of us may bring a qualifying claim of Disputes in small claims court.

H. No Class Action Matters.

You and we expressly agree that any Dispute is personal to us, and any such Dispute shall only be resolved by an individual arbitration. Neither party agrees to class arbitration, or an arbitrationwhere a person brings a Dispute as a representative of any other person or persons. Neither you nor we agree that a Dispute can be brought as a class or representative action outside of arbitration, or on behalf of any other person or persons. The parties agree that a Dispute may only be resolved through an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding.

I. Federal and State Courts.

Except to the extent that arbitration is required above, any action or proceeding relating to any Dispute may only be instituted in state court in San Mateo County, California or federal court in San Francisco, California. Accordingly, you and Carlypso consent to the exclusive personal jurisdiction and venue of such courts for such matters.

J. Applicable Law.

This Agreement will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of California, without regard to its conflict of law provisions.

11

Usage and Ownership of Customer Information.

All information submitted to Carlypso through our website becomes and remains the property of Carlypso. Consequently, we may use any information you submit for any purpose we deem appropriate in accordance with this Agreement and our Privacy Policy.

12

Violations of the Agreement.

In the event you violate or attempt to violate any part of this Agreement, Carlypso reserves the right to terminate your access to this website immediately, at our sole discretion, with or without notice of any kind. We also reserve the right to involve and cooperate with law enforcement agencies, and to pursue a civil lawsuit in accordance with the section above or criminal prosecution for any and all alleged or actual illegal activities involving this website.

13

Indemnification.

You agree to indemnify, defend, and hold harmless Carlypso from and against any and all claims, proceedings, damages, injuries, losses, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to your use of this website that leads to any claim against us by a third-party, regardless of the nature of the cause of action or claim.

14

Severability and Integration.

In the event any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect. You understand and agree that this Agreement, including all documents incorporated herein by reference, represents the entire agreement governing your use of this website, the mobile app, or the Services. This Agreement may not be modified, either expressly or by implication, except as set forth below in Section 15.

15

Modification/Termination.

Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (A) by obtaining our written consent in a notarized agreement signed by an officer of Carlypso; or (B) as set forth in the next paragraph.

You agree that we may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to this Agreement by: (1) posting a notice on the Carlypso.com website for thirty (30) days following any revisions or modifications to this Agreement and/or by posting a notice on Carlypso.com the first time that you visit Carlypso.com following such revisions or modifications; or (2) through a direct communication to you by email, if you have provided an email address to us. If you have not already done so, please register the appropriate email address at http://www.Carlypso.com/. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after having been notified of such revisions or modifications by email or, if you have not been notified by email, after the passage of thirty (30) days from the time the revised terms and conditions are first posted on Carlypso.com (whichever is sooner). If you do not provide us with a valid email address to send you information concerning revisions or modifications to this Agreement, then you agree that you will not receive notice by email. If you change email accounts, it will be your responsibility to notify us of a new valid email address in order to receive email notice. We assume no responsibility for your failure to actually receive notice. It is your responsibility to review this page for possible modifications.

16

Website Material and Information.

This site includes materials and information collected from and provided by third parties that we may not have evaluated or reviewed. Unless specifically stated otherwise, we make no guarantees regarding the accuracy, completeness, timeliness, or reliability of any of the materials or information on this website, and you should not rely on it without independent verification. Please bring to our attention any materials or information that you believe to be inaccurate by forwarding to support@carlypso.com both the information you believe to be inaccurate, and the basis for that belief.

17

Links to Third Party Websites.

The Services may contain links to third party websites (“Third Party Websites”). Access to Third Party Websites is at your own risk, and Carlypso is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. These links may also lead to Third Party Websites containing information that some people may find inappropriate or offensive. The Third Party Websites are not under the control of Carlypso and, as such, Carlypso is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. The inclusion of any links to Third Party Websites on Carlypso does not imply an endorsement or recommendation by Carlypso. Carlypso is not responsible for any form of transmission received from any link, nor is Carlypso responsible if any of these links are not working appropriately. You are responsible for viewing and abiding by any privacy statements and terms of use posted in c1onnection with Third Party Websites, and these Third Party Websites are not governed by this Agreement.

18

Reservation of Rights.

Any and all rights not expressly granted to you in this Agreement are hereby reserved by Carlypso.