Terms of Service

Last Modified: November 12, 2019

Welcome to TaDaah! Welcome!

We’ve drafted these Terms of Service (which we call the “Terms”) so you’ll know the rules that govern our relationship with you. Although we have tried our best to strip the legalese from the Terms, there are places where these Terms may still read like a traditional contract. There’s a good reason for that: These Terms do indeed form a legally binding contract between you and TaDaah! So please read them carefully.

By using TaDaah! or any of our other products or services that link to these Terms (we refer to these simply as the

“Services”), you agree to the Terms. Of course, if you don’t agree with them, then don’t use the Services.

ARBITRATION NOTICE: 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. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

1 Use of Your Camera and Location-related Data

TaDaah! is a mobile application that was created to help people communicate what’s happening around them through images and short videos. We call each of those images or short videos a “Pin.” Pins are user- generated content. As such, if you wish to take images or record short videos to share information with your social network, then you must grant us access to your camera so that you can snap a photo or record a short video that can be shared with your social network. Additionally, since TaDaah! is a location-based photo sharing app, then we will also need access to your location so that we can limit the sharing of the photos or short videos to people who are in geographic proximity to your physical location. We believe that user- generated, location-based photos or short videos will make it exponentially easier to share and discover what’s happening around you in your local community.

By using the TaDaah! app you agree to these Terms of Service (TOS) and agree that we have a zero tolerance policy for any objectionable content or abusive users. Please review our Community Guidelines [Please include like to Community Guidelines here.] (which are incorporated herein by reference) for more details about what we consider to be objectionable content and/or abusive users.

Finally, since TaDaah! is an app that allows you to take photos of exciting things happening around you in your local community and then share those photos with your social network, we need access to both your

These Terms of Service govern your use of TaDaah! and provide information about the TaDaah! Service,

outlined below. When you create a TaDaah! account or use TaDaah!, you agree to these terms.

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camera and your location to be able to provide you with the Services as intended (i.e., taking pictures to share with people near your physical location). If you elect not to upload any photos, then we will not need access to your camera. Similarly, if you don’t want location-based information happening near you, then we won’t need access to your location coordinates. In both instances, you can use the Services without providing us access to your camera and/or location; however, there will be limits to the functionality of the Service.

2 Service Option
TaDaah! is free for both users and brands. Individuals use Pins to share local information and brands use Applets to share local information. Brands have an option of upgrading their free, single-page Applet (“TaDaah! Free” or “Free Subscription”) to a paid, multi-page Applet (“TaDaah! Premium” or “Paid Subscription”). TaDaah! Free does not require payment for use of a single page Applet; however, TaDaah! Premium offers multiple pages for a given brand’s Applet which will provide upgraded and enhanced features and functionality (e.g., social, video, mini-website). TaDaah! Premium requires payment before you can access the additional pages with enhanced features.

TaDaah! Free does not require payment for use of an Applet – this is what is currently referred to as the “Free Service.” However, the upgraded and enhanced version of an Applet that includes additional templates, features and functionality requires payment before you can access the enhanced features (the “Paid Subscriptions”). We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.

3 Our Subscriptions for Local Brands

"Initial Subscription Term" means the initial subscription term for Paid Subscription.
"Renewal Term" means the renewal subscription term for Paid Subscription commencing after the Initial Subscription Term or another Renewal Term.

Paid Subscriptions are offered on a monthly basis and automatically renew until cancelled in your iTunes account.

For a limited period, TaDaah! Premium will cost only $9.99 for a monthly, recurring subscription. TaDaah! Premium subscriptions will automatically renew unless canceled within 24-hours before the end of the current period. You can cancel anytime with your iTunes account settings. If we change our pricing, we will amend these Terms of Service as well as provide you with written notice via your email address that you provided to us when you signed-up for the services.

4 Who Can Use the Services

We want our Service to be as open and inclusive as possible, but we also want it to be safe, secure, and in accordance with the law. So, we need you to commit to a few restrictions in order to be part of the TaDaah! community.

You must be at least 13 years old.

You must not be prohibited from receiving any aspect of our Service under applicable laws or

engaging in payments related Services if you are on an applicable denied party listing.

We must not have previously disabled your account for violation of law or any of our policies.

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• You must not be a convicted sex offender. By using the Services, you state that:

You can form a binding contract with TaDaah!

You are not a person who is barred from receiving the Services under the laws of the United States or

any other applicable jurisdiction—meaning that you do not appear on the U.S. Treasury Department’s

list of Specially Designated Nationals or face any other similar prohibition.

You will comply with these Terms and all applicable local, state, national, and international laws,

rules, and regulations.

If you are using the Services on behalf of a business or some other entity, you state that you are authorized to grant all licenses set forth in these Terms and to agree to these Terms on behalf of the business or entity.

5 How You Can’t Use TaDaah!

Providing a safe and open Service for a broad community requires that we all do our part.

You can't impersonate others or provide inaccurate information.

• For basic access to our Services, you don't have to disclose your identity, but you must provide us with accurate and up to date information (including registration information). Also, you may not impersonate someone you aren't, and you can't create an account for someone else unless you have their express permission. However, to become a TaDaah! Ambassador you must provide your real world identity and agree to our then-current verified identification process.

You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.

You can't violate (or help or encourage others to violate) these Terms or our policies, including in particular the Instagram Community Guidelines, Instagram Platform Policy, and Music Guidelines. Learn how to report conduct or content in our Help Center.

You can't do anything to interfere with or impair the intended operation of the Service. You can't attempt to create accounts or access or collect information in unauthorized ways.

• This includes creating accounts or collecting information in an automated way without our express permission.

You can't attempt to buy, sell, or transfer any aspect of your account (including your username) or solicit, collect, or use login credentials or badges of other users.

You can't post private or confidential information or do anything that violates someone else's rights, including intellectual property.

6 Rights We Grant You

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TaDaah! grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non- sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies allow.

Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so.

7 Rights You Grant Us

Many of our Services let you create, upload, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a license to use that content. How broad that license is depends on which Services you use and the Settings you have selected.

All content you submit to the Services is considered “Public Content” including, but not limited to, Pin and Post submissions. With respect to Public Content, you grant TaDaah! and our affiliates a worldwide, perpetual, royalty-free, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones.

In addition to granting us the rights mentioned in the previous paragraph, you also grant us a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, sublicense, publicly perform, and publicly display Public Content in any form and in any and all media or distribution methods (now known or later developed). To the extent it’s necessary, when you appear in, create, upload, post, or send Public Content, you also grant TaDaah! , our affiliates, and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content.

While we’re not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including to provide and develop the Services or if we think your content violates these Terms. You alone, though, remain responsible for the content you create, upload, post, send, or store through the Service.

8 The Content of Others

Much of the content on our Services is produced by users, organizations, and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although TaDaah! reserves the right to review or remove all content that appears on the Services, we do not necessarily review all of it. So, we cannot—and do not—take responsibility for any content that others provide through the Services.

Through these Terms and our Community Guidelines, we make clear that we do not want the Services put to bad uses. But because we do not review all content, we cannot guarantee that content on the Services will always conform to our Terms or Guidelines.

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Your privacy matters to us. You can learn how we handle your information when you use our Services by reading our Privacy Policy. We encourage you to give the Privacy Policy a careful look because, by using our Services, you agree that TaDaah! can collect, use, and share your information consistent with that policy.

10 Respecting Other People’s Rights
TaDaah! respects the rights of others. And so should you. You therefore may not use the Services, or enable

anyone else to use the Services, in a manner that:

violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual-property right.

bullies, harasses, or intimidates.

defames.

spams or solicits our users.

You must also respect TaDaah’s rights. These Terms do not grant you any right to do any of the

following (or enable anyone else to do so):

o use branding, logos, designs, photographs, videos, or any other materials used in our Services. o copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make

available, or otherwise use any portion of the Services or the content on the Services except as

set forth in these Terms.
o use the Services, any tools provided by the Services, or any content on the Services for any

commercial purposes without our consent.

In short: You may not use the Services or the content on the Services in ways that are not authorized by these Terms. Nor may you help anyone else in doing so.

11 Respecting Copyright

TaDaah! honors the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of. And if TaDaah! becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account.

We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright that you own or control, please file a notice with our designated agent at the contact details below:

TaDaah!
email: info@TaDaahapp.com

If you file a notice with our Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:

contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner.

identify the copyrighted work claimed to have been infringed.

identify the material that is claimed to be infringing or to be the subject of infringing activity and that

is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us

locate the material.

provide your contact information, including your address, telephone number, and an email address.

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provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

12 Safety
We try hard to keep our Services a safe place for all users. But we can’t guarantee it. That’s where you come

in. By using the Services, you agree that:

You will not use the Services for any purpose that is illegal or prohibited in these Terms.

You will not use any robot, spider, crawler, scraper, or other automated means or interface to access

the Services or extract other user’s information.

You will not use or develop any third-party applications that interact with the Services or other users’

content or information without our written consent.

You will not use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit

other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the

functioning of the Services.

You will not use or attempt to use another user’s account, username, or password without their

permission.

You will not solicit login credentials from another user.

You will not post content that contains or links to pornography, graphic violence, threats, hate

speech, or incitements to violence.

You will not upload viruses or other malicious code or otherwise compromise the security of the

Services.

You will not attempt to circumvent any content-filtering techniques we employ, or attempt to access

areas or features of the Services that you are not authorized to access.

You will not probe, scan, or test the vulnerability of our Services or any system or network.

You will not encourage or promote any activity that violates these Terms.

We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws. For example, never Pin and drive. And never put yourself or others in harm’s way just to capture a Pin or a Post.

13 Your Account

You are responsible for any activity that occurs in your TaDaah! account. So it’s important that you keep your account secure. One way to do that is to select a strong password that you don’t use for any other account.

By using the Services, you agree that, in addition to exercising common sense:

You will not create more than one account for yourself.

You will not create another account if we have already disabled your account, unless you have our

written permission to do so.

You will not buy, sell, rent, or lease access to your TaDaah! account, a TaDaah! username, or a friend

link without our written permission.

You will not share your password.

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• You will not log in or attempt to access the Services through unauthorized third-party applications or clients.

If you think that someone has gained access to your account, please immediately reach out to TaDaah! Support.

14 Data Charges and Mobile Phones

You are responsible for any mobile charges that you may incur for using our Services, including text- messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.

If you change or deactivate the mobile phone number that you used to create a TaDaah! account, you must update your account information through Settings within 72 hours to prevent us from sending to someone else messages intended for you.

15 Third-Party Services

If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. TaDaah! is not responsible or liable for a third party’s terms or actions taken under the third party’s terms.

16 Modifying the Services and Termination

We’re relentlessly improving our Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.

While we hope you remain a lifelong user and/or Ambassador; however, you can terminate these Terms at any time and for any reason by deleting your account.

TaDaah! may also terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use our Services. For example, we may deactivate your account due to prolonged inactivity, and we may reclaim your username at any time for any reason.

Regardless of who terminates these Terms, both you and TaDaah! continue to be bound by Sections [Survivability Sections].

17 Indemnity

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless TaDaah!, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.

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We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE TADAAH! ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.

TADAAH! TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH TADAAH! WILL BE RESPONSIBLE FOR.

19 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TADAAH! AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF TADAAH! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TADAAH’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID TADAAH, IF ANY, IN THE LAST 12 MONTHS.

20 Arbitration, Class-Action Waiver, and Jury Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND TADAAH! TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

a. Applicability of Arbitration Agreement. You and TaDaah! agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and TaDaah! are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

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Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and TaDaah!. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and TaDaah!.

Waiver of Jury Trial. YOU AND TADAAH! WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and TaDaah! are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and TaDaah! over whether to vacate or enforce an arbitration award, YOU AND TADAAH! WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 18.

Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor TaDaah! can force the other to arbitrate. To opt out, you must notify TaDaah! in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your TaDaah! username and the email address you used to set up your TaDaah! account (if you have one), and

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an unequivocal statement that you want to opt out of this arbitration agreement. You must email the opt- out notice to info@TaDaah.app.

Small Claims Court. Notwithstanding the foregoing, either you or TaDaah! may bring an individual action in small claims court.

Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with TaDaah!.

21 Exclusive Venue

To the extent that these Terms allow you or TaDaah! to initiate litigation in a court, both you and TaDaah! agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Eastern District of Virginia. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Courts of Manassas, Virginia. You and TaDaah! consent to the personal jurisdiction of both courts.

22 Choice of Law

Except to the extent they are preempted by U.S. federal law, the laws of Virginia, other than its conflict-of- laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.

23 Severability
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms

and not affect the validity and enforceability of any remaining provisions.

24 Additional Terms for Specific Services

Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services. If any part of those additional terms and conditions conflicts with these Terms, the additional terms and conditions will prevail.

25 Final Terms

These Terms (together with any additional terms applicable to specific Services you use) make up the

entire agreement between you and TaDaah!, and supersede any prior agreements.

These Terms do not create or confer any third-party beneficiary rights.

If we do not enforce a provision in these Terms, it will not be considered a waiver.

We reserve all rights not expressly granted to you.

You may not transfer any of your rights or obligations under these Terms without our consent.