Mobile Application End User License Agreement

(a) download, install, and use the Application solely for your persona, non-commercial use, on a mobile device owned or otherwise controlled by you (”Mobile Device”), strictly in accordance with the Application’s documentation, and

(b) as applicable, access and use on such Mobile Device the content and services (as described in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and any terms applicable to such content and services, as set forth in Section 5.

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;

(g) use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;

(h) use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company's prior written consent;

(i) frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;

(j) use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or

(k) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application

(l) is unlawful, libelous, defamatory, vulgar, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, inaccurate, incorrect, deceptive, misleading, or otherwise objectionable;

(m) would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law;

(n) promotes, encourages, or facilitates hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law;

(o) is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);

(p) may infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party, including by publishing, posting, uploading, or otherwise distributing any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;

(q) impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including RESOLVR;

(r) downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;

(s) falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;

(t) would constitute political campaigning or advertising, contests, sweepstakes, or raffles;

(u) restricts or inhibits any other user of the Application from using and enjoying the Application;

(v) harvests or otherwise collects information about others, including e-mail addresses or telephone numbers, without their consent;

(w) uploads, transfers, or distributes viruses, malicious code, corrupted data, or other harmful, disruptive, or destructive files; or

(x) publishes, posts, uploads, or otherwise distributes content or links to your content that, in the sole judgment of RESOLVR, (i) violates the terms of the Agreement, (ii) is objectionable, (iii) restricts or inhibits any other person from using or enjoying the Application, or (iv) may expose RESOLVR to any harm or liability of any type.

(a) Call Recording and Transcription Services. The Application includes the capability to record telephone calls, including local toll, domestic long distance, and international telephone calls, and conference calls (“Call Recordings”). By using the Application, you acknowledge and expressly agree that Application will generate Call Recordings and make such Call Recordings available to you.

(b) Transcript Summaries and ProTips. The Application will generate transcript summaries of the Call Recordings from which certain personal identifiers have been redacted (“Transcript Summaries”). These redaction processes are designed to identify and redact the following categories of personal identifiers from your Call Recordings before generating Transcript Summaries: (i) Social Security numbers; (ii) Bank account and routing numbers; (iii) Credit and debit card numbers, CVV codes, and PINs; (iv) Tax identification numbers; (v) Government-issued identification numbers (e.g., driver's license numbers, passport numbers); (vi) Passwords, one-time passcodes (OTPs), multi-factor authentication (MFA) codes, and security question answers; (vii) API keys, tokens, or access credentials; (viii) Medical record numbers; (ix) Insurance member identification numbers; (x) Legal case numbers; (xi) Full street addresses; and (xii) Exact account numbers (including internal account identifiers). You acknowledge that these redaction processes may not identify or redact all personal identifiers or sensitive information contained in your Call Recordings, including the foregoing data elements. By using the Application, you acknowledge and expressly agree to the creation of such Transcript Summaries. You further acknowledge and expressly agree that the Application will process Transcript Summaries and Redacted Chat Transcripts to identify recurring patterns in service providers' phone trees and customer service patterns, and that RESOLVR may create and make available to other End Users anonymized and de-identified ProTips derived from such processing. "ProTips" means anonymized and de-identified guidance, patterns, and recommendations regarding service providers' phone trees and customer service patterns, derived from Transcript Summaries and Redacted Chat Transcripts, and made available to End Users through the Application to assist in navigating similar issues with the same service providers.

(c) Chat Transcription Services and Redacted Chat Transcripts. The Application includes an in-app browser through which you may access your accounts with third-party services and capture and transcribe the content of live chat conversations between you and a chat agent on such third-party services (“Chat Transcripts”). By using the Application, you acknowledge and expressly agree that the Application will generate Chat Transcripts. The Application will generate redacted versions of your Chat Transcripts from which certain personal identifiers have been redacted (“Redacted Chat Transcripts”). The redaction processes applied to Chat Transcripts are designed to identify and redact the same categories of personal identifiers set forth in Section 5(b) with respect to Transcript Summaries. You acknowledge that these redaction processes may not identify or redact all personal identifiers or sensitive information contained in your Chat Transcripts, including the data elements set forth in Section 5(b). By using the Application, you acknowledge and expressly agree to the creation of such Redacted Chat Transcripts.

(d) Surveys, Competing Provider Offers, and Aggregate Resolution Data. The Application may offer you the option to complete surveys to provide general issue resolution feedback and service provider ratings. By using the Application, you acknowledge and expressly agree that, based on your survey responses, RESOLVR may make available for your viewing Competing Provider Offers on the Application. "Competing Provider Offers" means advertisements, offers, promotions, or other marketing materials from third-party service providers that may be presented to you through the Application based on your survey responses. You further acknowledge and expressly agree that RESOLVR may generate Aggregate Resolution Data and make such data available to other End Users on the Application. "Aggregate Resolution Data" means anonymized and de-identified statistical information and patterns compiled from survey responses, Redacted Chat Transcripts, and other End User interactions with the Application, which may be made available to other End Users on the Application.

(e) End User Responsibility for Call Recording Consent. By using the Application, you acknowledge and expressly agree that: (i) you are the sole party responsible for initiating a Call Recording; and (ii) you have provided appropriate notice to, or obtained appropriate consents from, all parties to the call, as may be required under the laws of your state or any other applicable jurisdiction, prior to initiating any Call Recording. You agree that RESOLVR shall have no liability arising from or related to your failure to provide such notice or obtain such consents. You agree to indemnify, defend, and hold harmless RESOLVR and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your failure to comply with the requirements of this Section 5(e).

(f) Fees and Purchase Terms; Refunds. Certain features and functionality of the Application may be made available to you on a subscription basis or through other paid offerings (collectively, "Premium Features"). You agree to pay all applicable fees in connection with the Premium Features you select, as indicated at the time of purchase ("Subscription Fee"). By purchasing a subscription or other paid offering through the Application, you acknowledge and agree that you are responsible for all fees and charges associated with your purchase in accordance with the pricing and billing terms in effect at the time the fee or charge becomes due and payable. All Subscription Fees are non-refundable except as expressly set forth in this Section. Your subscription to Premium Features will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period for an additional period of the same duration as your prior subscription term, at Company's then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription through your account in the applicable App Store (as defined below). Company reserves the right to change the Subscription Fee for any renewal period, and any such fee changes will take effect at the start of the next renewal term following the date of the fee change. If you cancel your subscription, you may continue to use your subscription and access Premium Features until the end of your then-current subscription term; however, your subscription will not be renewed after your then-current term expires. Upon the expiration of your then-current subscription term following cancellation, your access to any Premium Features made available through the subscription will immediately terminate, and you will no longer have access to any content or functionality associated with such Premium Features, provided however that you will continue to have access to the Application functionality not subject to a Subscription Fee. All purchases of subscriptions and other paid offerings in connection with the Application will be processed as in-app purchases exclusively through the Apple App Store or the Google Play Store (each, an "App Store"), as applicable. Company does not directly bill you for any purchases made through the Application. Your use of the applicable App Store is governed by the terms and conditions of that App Store, and you agree to comply with all such terms. For purchases made through the Apple App Store, refunds will be processed exclusively by Apple in accordance with Apple's refund policy, available at https://support.apple.com/en-us/HT204084. Please refer to the Apple refund policy for instructions on how to request a refund, or check the status of your refund. For purchases made through the Google Play App Store, refunds will be processed exclusively by Google in accordance with the Google Play refund policy. The Company does not offer and will not process any refunds to you for your purchases in connection with and through any of our Applications, including any Subscription Fees. Any refund requests must be directed to the applicable App Store in accordance with the App Store's applicable refund policies and procedures.

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

(a) The term of Agreement commences when you download and install the Application or acknowledge your acceptance of this Agreement, and will continue in effect until terminated by you or Company as set forth in this Section 9.

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

(c) Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

(d) Upon termination:

(e) Termination will not limit any of Company’s rights or remedies at law or in equity.

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

(a) Claims Subject to this Section. The dispute resolution and binding arbitration terms in this Section 17 apply to all Claims between you and RESOLVR. A “Claim” is any dispute, claim, cause of action, or controversy (excluding those exceptions listed below) between you and RESOLVR, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory for which either party wishes to seek legal recourse and that arises from or relates to this Agreement.

(b) Informal Dispute Resolution Prior to Arbitration. If you have a Claim against RESOLVR or if RESOLVR has a Claim against you, you and RESOLVR must first attempt to resolve the Claim informally in order to try to resolve the Claim faster and reduce costs for both parties. You and RESOLVR will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice to RESOLVR by email to legal@resolvrlabs.com. RESOLVR will send any Claimant Notice to you by certified mail or email using the contact information you have provided to RESOLVR or via reasonably available means of notice if you have not provided certified mail or email contact information to RESOLVR. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or RESOLVR cannot initiate arbitration before the end of the Informal Resolution Period. If you or RESOLVR file a Claim in court or initiate arbitration without first providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court or arbitrator to enjoin the filing or arbitration and seek damages from the party that has not followed the informal dispute-resolution process to reimburse it for any costs and fees—including arbitration, attorney, and expert fees—incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing-fee deadlines for a Claim shall be tolled for the duration of the Information Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small-claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual-property rights of you or RESOLVR, including any disputes in which you or RESOLVR seek injunctive or other equitable relief for the alleged unlawful use or infringement of your or RESOLVR’ intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property but are jointly filed with IP Claims, that are not resolved in accordance with Section 17(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury.

(d) Binding Individual Arbitration. Subject to the terms of this Section, Claims may only be adjudicated by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the “Rules”), as modified by this Agreement.

If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer,” meaning that you only use the Service for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules apply to Claims between you and RESOLVR, as modified by this Agreement. For Claims that must be arbitrated by AAA, if you are not a “Consumer,” the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures apply to Claims between you and RESOLVR as modified by this Agreement.

RESOLVR AND YOU AGREE THAT EACH OF US MUST BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING. The parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties. Further, unless both of us agree otherwise, the arbitrator may not consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

This Agreement affect interstate commerce, and the enforceability of this Section 17 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy or relief that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or RESOLVR to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or RESOLVR may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM (or with AAA if applicable pursuant to Section 17(d)).

Instructions for filing a demand for arbitration with NAM are available on the NAM website or by emailing NAM at commercial@namadr.com, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to RESOLVR by by email to legal@resolvrlabs.com. RESOLVR will send any demand for arbitration to you by certified mail or email using the contact information you have provided to RESOLVR or via reasonably available means of notice if you have not provided certified mail or email contact information to RESOLVR.

The arbitration will be conducted by a single arbitrator in the English language. You and RESOLVR both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks USD $10,000 or less, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks more than USD $10,000, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is required, the hearing will take place in Baltimore, Maryland, unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the your state or county of residence.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and RESOLVR agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award and any judgment confirming it apply only to that specific case; they cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Except for circumstances outlined in Sections 17(g) and 18(h), each party will be responsible for arbitration fees in accordance with the applicable Rules and this Agreement.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs and fees incurred by the defending party—including arbitration, attorney, and expert fees—related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed for any improper purpose, such as to harass the responding party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party rejected, that party must pay all arbitration costs and fees incurred by the other party after the written settlement offer was made.

(i) RESOLVR. If you or RESOLVR submits a Claim to arbitration, you and RESOLVR agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and RESOLVR agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days from the date when this Agreement first become binding on you by providing us with notice of your decision to opt out via email at legal@resolvrlabs.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. If you opt out of this updated arbitration clause and were previously subject to an arbitration clause in effect prior to this updated arbitration clause, then that prior arbitration clause shall remain as the arbitration clause between us. If you are a new user and did not previously consent to the prior arbitration clause and you choose to opt-out of this updated arbitration clause, then we will also not be bound by this updated arbitration clause.

(k) Severability. If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, as set forth in Section 16. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.