Business Terms of Use

These Business Terms of Use (the “Terms”) are applicable to your use of the website and mobile application (if applicable) provided to you by Marigold Experiences LLC, a Delaware limited liability company (“Marigold,” “we,” or “us”).

Please read these Terms carefully. By clicking “Accept”, “I agree”, or a similar checkbox or button referencing these Terms, you will indicate your acceptance of these Terms. If you do not agree with these Terms, please do not proceed with, or promptly discontinue, your use of the Marigold Platform (as defined below).

IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 13 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND MARIGOLD ARE EACH GIVING UP RIGHTS TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON MARIGOLD’S LIABILITY ARE EXPLAINED IN SECTIONS 14 and 15.

1 General Provisions.

1.1 Definitions. The following definitions apply to these Terms:

(a) “Business” or “you” means individuals and businesses such as you who submit and, with Marigold’s approval, publish and advertise Experiences on the Marigold Platform.

(b) “Business Information” means any (i) information, data, material or other content that you upload or transmit to the Marigold Platform, or otherwise provide to us, including, any descriptions of the Experience that is submitted by you to Marigold, whether or not published on the Marigold Platform (“Business Content”) and (ii) information related to your operation and use of the Marigold Platform that is collected by Marigold.

(c) “Experience” means any event or activity produced and organized by Business that is submitted to Marigold for publication on the Marigold Platform.

(d) “Intellectual Property Rights” means any and all intellectual property rights, including registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patents, utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trade secrets, trademarks, service marks, trade names, domain name rights, know-how, rights of confidence, or other intellectual property rights, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.

(e) “Marigold Content” means descriptions, information, and materials (including page headers, images, text, illustrations, formats, logos, hashtags, designs, icons, photographs, software programs, audio clips or downloads, video clips, and written and other materials) that are made available to you through, or in connection with, the Marigold Platform.

(f) “Marigold Platform” means the Marigold website (currently located at https://www.marigoldexperiences.com/), any successor website, and any renderings of such websites on any desktop or mobile device and any companion mobile application, if provided by Marigold (the “App”).

(g) “Third-Party Materials” means any third-party software or content that is made available to you through the Marigold Platform.

1.2 Updates to these Terms. Marigold may update these Terms at any time by providing reasonable prior notice to you and asking you to re-confirm your acceptance of the updated Terms using any suitable means. Marigold may notify you of the updated Terms by any reasonable means, including by posting the revised Terms on its website or on the mobile application. The updated Terms will apply to your use of the Marigold Platform after the date on which Marigold has posted the updated Terms or otherwise notified you of those changes. By confirming your acceptance of the updated Terms, or by continuing to use or access the Marigold Platform after we post or otherwise notify you of any change, you agree to abide by the updated Terms. The “Last Update” legend at the end of these Terms indicates the date on which these Terms were last updated.

2 User Consents.

2.1 Business Information. You understand and acknowledge that we need to collect, store, and use Business Information, in connection with your use of the Marigold Platform, for operational management of the Marigold Platform, as well as for other legitimate business purposes. You hereby consent to our collection, storage, and use of Business Information. You can find more information regarding our data collection and use practices at https://www.marigoldexperiences.com/privacy-policy.

2.2 Mobile Application. You acknowledge and understand that certain permissions may be required on your mobile device, to access the App (if offered by Marigold), including permission to access the camera, microphone, and certain network status information for the proper functioning of the App on your mobile device. Granting the App these permissions may result in consumption of additional battery power or data usage or charges. You hereby agree to grant the App the foregoing permissions on your mobile device to enable the App to function effectively. Additionally, you acknowledge and understand that your use of the App on a mobile device that has been modified in a manner unauthorized by the manufacturer (known as “jail-broken”) may result in malfunction or impairment of the Marigold Platform.

2.3 Electronic Communication. You hereby agree to receive electronic communication from Marigold, including via text, email, and messages posted to the Marigold Platform. You agree that any electronic communication from Marigold satisfies any legal requirements that such communication must be in writing. You also agree that any communications or materials that you provide to Marigold, including, without limitation, by posting to the Marigold Platform, email or otherwise, are and will be treated as non-confidential and non-proprietary. Any notice you provide to Marigold must be in accordance with Section 17 of these Terms. You also agree and acknowledge that we may contact individuals that purchased a ticket to your Experience from the Marigold Platform for communications related to the Experience (such as any reschedule or cancellation), or for other business purposes.

2.4 Data License. You hereby grant to Marigold a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, fully-paid, sublicensable, and transferable (to an affiliate or successor) license and right to use, copy, display, modify, and distribute Business Information as needed for operation of the Marigold Platform, to make improvements to the Marigold Platform, or for any other legitimate business purpose. Any alterations, changes, modifications, enhancements, additions, restructuring, or deletions made to, or derivatives of or other products derived from, or as a result of our use of Business Information or otherwise arising in connection with the parties’ performance under these Terms shall be the sole and exclusive property of Marigold, together with all Intellectual Property Rights and other rights therein.

3 Access Credentials.

In order to use the Marigold Platform, you may be required to create a business account on the platform and/or receive certain access credentials from Marigold. You are solely responsible for maintaining the confidentiality of your access credentials, and for all activities that occur on the Marigold Platform using your access credentials. You agree to prohibit anyone else from using your access credentials and agree to immediately notify Marigold of any actual or suspected unauthorized use of your access credentials or other security concerns of which you become aware. Marigold may utilize additional security measures from time to time to prevent unauthorized access to your business account on the Marigold Platform, including the use of multi-factor authentication methods. Your access to the Marigold Platform and your access credentials may be revoked, suspended, or terminated by Marigold at any time with or without cause.

4 Business Submissions and Marigold Approval.

After you have created a business account on the Marigold Platform, you may submit an Experience for publication on the Marigold Platform. Marigold will activate your full business profile after Marigold has approved your first Experience for publication on the Marigold Platform and you will be designated as a “Marigold-Approved Business”. Marigold evaluates and approves Businesses and Experiences submitted by such Businesses using a systematic process that considers whether such Businesses and Experiences are consistent with the Marigold brand. Marigold does not consider categories such as race, age, sex, gender identification, sexual orientation, and other demographic categories when deciding whether to approve a Business or any Experience. Marigold uses a variety of proprietary qualifying metrics to determine if Marigold should approve a Business or an Experience, and Marigold does not refuse any Business or Experience on the basis of unlawful prejudice or discrimination. Only Businesses and Experiences from such Businesses that are specifically approved for posting on the Marigold Platform may be advertised as “Marigold-Approved.” Approval of an Experience from any Business does not indicate that other experiences from the same Business may be approved by Marigold or advertised as “Marigold-Approved” (or using a similar tagline).

Marigold may also, at its sole discretion, find and publish content on the Marigold Platform with links to events and activities produced and organized by Business found on other websites or services, without those events or activities first being submitted to Marigold. The publication of an event or activity sourced from Marigold’s own curation activities does not automatically grant the businesses of such event or activity the status of a Marigold-Approved Business.

Marigold may, at its sole discretion, reject or modify any Business Content provided by you for publication on the Marigold Platform, for any reason, without any prior notice to the Business. You may update the content associated with an Experience with notice to Marigold, so long as that update does not violate these Terms. Marigold may, but does not assume any obligation to, review the Business Content. Marigold may suggest substantive changes to the Business Content. For the avoidance of doubt, such editorial suggestions are subject to the disclaimer in Section 6.6. Further, Marigold cannot commit to prompt removal of any objectionable material after it has been posted on the Marigold Platform. You remain solely responsible for ensuring that the Business Content does not violate any applicable law or the rights of any third party (including their Intellectual Property Rights or privacy rights).

5 Exclusive Host Program.

5.1 Exclusivity Program. While creating your business account on the Marigold Platform, or at any time thereafter while designated as a Marigold-Approved Business, you may enroll in the “Exclusive Host Program.” Subject to Section 5.2, while you are enrolled in the Exclusive Host Program, (a) we will waive our host fee on all bookings through the Marigold Platform for your Experiences and (b) you must sell and distribute all tickets, access, and promotional packages for and to any event or activity produced and organized by you (“Tickets”) exclusively through the Marigold Platform and may not sell or distribute Tickets through any other means, including, but not limited to, through your own website, third party marketplaces, and private or social-media bookings.

5.2 Exclusive Host Program Term and Termination. After an initial one-month period, your enrollment in the Exclusive Host Program will continue on a month-to-month basis until either party terminates the enrollment by providing notice to the other at least 30 days before the expiration date of the then-current term. You may provide such notice at any time using the “Cancel Enrollment” function in your Marigold account dashboard. Notwithstanding the foregoing, we may terminate your enrollment in the Exclusive Host Program at any time. If your access to the Marigold Platform, your Marigold account, or any portion of it is terminated by us in accordance with Section 10, your enrollment in the Exclusive Host Program will be terminated immediately unless agreed otherwise. If your enrollment in the Exclusive Host Program is terminated by you in accordance with this Section 5.2 or by Marigold in accordance with Section 10, all host fees previously waived for Experiences set to occur after the day of such termination will immediately become payable by you, provided, however, that if your enrollment in the Exclusive Host Program is terminated by Marigold after your breach of Section 7 or your representations and warranties under Section 8, all host fees previously waived under Section 5.1 will immediately become payable by you.

6 Advertisement Management Program.

6.1 Advertisement Management. While creating your business account on the Marigold Platform, or at any time thereafter while designated as a Marigold-Approved Business, you may enroll in the “Advertisement Management Program.” While enrolling in the Advertisement Management Program, you will select your initial monthly payment amount (the “Designated Ad Budget”), which shall be at least $500. The Designated Ad Budget may be modified upon mutual written agreement. By enrolling in the Advertisement Management Program, you acknowledge and agree that (a) the Designated Ad Budget will be charged to your credit card on file with Marigold’s payment processor, Stripe, each month for as long as you remain enrolled in the Advertisement Management Program, and (b) your enrollment in the Advertisement Management Program requires a minimum commitment of three consecutive months, during which you may not terminate your enrollment in the Advertisement Management Program for any reason. Throughout your enrollment in the Advertisement Management Program, (i) Marigold or one of its advertising partners will create promotional and marketing material and provide promotion and marketing services (as generally described at marigoldexperiences.com/advertisement-management) to promote your business and the Marigold Platform (collectively, the “Marketing Services”); (ii) Marigold will use commercially reasonable efforts to provide the Marketing Services (a) in accordance with the terms and subject to the conditions set forth in these Terms and (b) in a professional and workmanlike manner; and (iii) you authorize Marigold to, and Marigold will, automatically charge your credit card on file with Marigold’s payment processor, Stripe, for the Designated Ad Budget at least 30 days before the start of each month, and you will pay such amount in full within 15 days of such charge.

6.2 Advertisement Management Program Term and Termination. After an initial three-month period, you may terminate your enrollment in the Advertisement Management Program upon 30 days’ notice by using the “Cancel Enrollment” function in your Marigold account dashboard. Marigold may terminate your enrollment at any time. Your enrollment in the Advertisement Management Program will be terminated immediately if your enrollment in the Exclusive Host Program is terminated for any reason.

6.3 Marketing Support. Upon Marigold’s request, you agree to provide in a timely manner copies of or access to your information, documents, samples, products, services, Business Content, or other materials as reasonably requested by us in order to carry out the Marketing Services and ensure they are complete and accurate in all material respects. You acknowledge and agree that Marigold may share such information and materials with any advertising partner engaged to perform marketing services on Marigold’s behalf, subject to confidentiality and data-use obligations at least as protective as those Marigold owes to you under these Terms.

6.4 Intellectual Property Rights.

(a) Except as set forth in Section 6.4(b), you own all worldwide right, title, and interest in and to all written, graphic, coded, audio, and visual materials and other work product that are developed specifically for, and delivered to, you under this Section 6 in the course of performance of the Marketing Services, including all Intellectual Property Rights therein, together with all of the goodwill associated therewith (collectively, the “Marketing Content”). We hereby assign to you all right, title, and interest in and to any Intellectual Property Rights owned by us in such Marketing Content, other than rights to any Pre-Existing Materials (defined below).

(b) Notwithstanding anything herein to the contrary, your ownership of the Marketing Content shall be subject to (i) the rights of third parties whose materials or services are contained in the Marketing Content and used under a license or other permission granted to Marigold or you, or (ii) all materials owned by us prior to, or independent from, the performance of Marketing Services under these Terms, and all methodologies, software, applications, formats, templates, campaign structures, general copy concepts, layouts, processes or procedures used, created, or developed by us in the general conduct of our business (including provision of Marketing Services), excluding those developed specifically for you or at your request or funded by you (collectively, “Pre-Existing Materials”). We hereby grant you a royalty-free, perpetual, worldwide license to any Pre-Existing Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Marketing Content for all purposes, solely to the extent necessary for your use of the Marketing Content.

(c) Subject to and in accordance with these Terms, you grant us a limited, sublicensable, non-exclusive, royalty free, and fully-paid license during your enrollment in the Advertisement Management Program to use, solely in connection with our performance of the Marketing Services (i) your Intellectual Property Rights in any Business Content provided by you, including in any associated trademarks, tradenames, logos or other such indicia of your products and services, (ii) any materials provided by you under Section 6.3, and (iii) your website addresses, websites, and URLs.

6.5 Content Review. Prior to their public release, we may submit to you for review and comment any Marketing Content intended to be displayed, published, reproduced, distributed, or otherwise made publicly available. After receiving a submission and request for review and comment from us, you will have three days to provide feedback regarding the submission. After receiving your feedback, we will review and reasonably consider your feedback to revise the Marketing Content, as necessary, which will then be deemed approved by you for public release. Marketing Content will be deemed to be approved by you if you don’t provide any feedback within three days after submission for your review by us.

6.6 Sales Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT ANY TICKETS LISTED, PROMOTED, MARKETED, OR OTHERWISE MADE AVAILABLE ON THE MARIGOLD PLATFORM WILL BE SOLD, OR THAT ANY VOLUME, QUANTITY, PRICE, REVENUE, PROFITS, ATTENDANCE, EXPOSURE, TRAFFIC, CONVERSION RATE, OR OTHER COMMERCIAL RESULT WILL BE ACHIEVED. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE COMMERCIAL VIABILITY OF YOUR EVENTS AND LISTINGS AND ASSUME ALL RISK OF NON-SALE, UNDER-SALE, INSUFFICIENT ATTENDANCE, UNSOLD INVENTORY, PRICING DECISIONS, AND ANY RELATED COSTS, LOSSES, OR LIABILITIES.

7 Linking to Marigold Platform and Social Media Features.

You may provide a link to the Marigold Platform on your website or social media page, provided you do so in compliance with these Terms (including your representations in this Section 7) and provided that your website and the content provided by you on such website complies with your representations in this Section 7. You must not, however, establish such a link in a manner that suggests any form of association, approval, or endorsement on Marigold’s part, for you, your webpage or products, without Marigold’s express written consent.

To the extent you use any content sharing features available on the Marigold Platform to provide a link to any Marigold Content on your website or portal, you must use such features solely as they are provided by Marigold, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions Marigold provides with respect to such features.

You must not:

• establish a link to the Marigold Platform from any website that is not owned or controlled by you;
• cause any Marigold Content or portions of it to be displayed, or appear to be displayed by dynamic linking, for example, framing, deep linking, or in-line linking, on any other site; and
• otherwise, take any action with respect to the Marigold Content that is inconsistent with these Terms.

Marigold may disable all or any social media features, content sharing features, and any links at any time at Marigold’s sole discretion, without notice to you.

8 Your Representations.

You represent and warrant that:

(a) You have the legal power and authority to agree to these Terms, you are at the age of majority in the jurisdiction of your residence, have the legal capacity to enter into contracts and have neither falsely identified yourself nor provided any false information to us;

(b) You will only use the Marigold Platform for its intended use (as generally understood and as provided in and in accordance with any related documentation provided to you or made available on the Marigold Platform);

(c) You will not access or use the Marigold Platform in a manner, or submit to us any Experience, that violates any applicable law;

(d) You will not submit any Business Content or Experiences to the Marigold Platform that may exploit, harm, or attempt to exploit or harm minors in any way, including by exposing them to inappropriate content, or asking for personally identifiable information;

(e) You will not submit to the Marigold Platform any Business Content or other material that (i) is misleading, abusive, obscene, profane, or offensive in nature, (ii) violates anyone’s right of publicity or right of privacy, (iii) is threatening, bullying, or harassing, or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, (iv) promotes or encourages violence, (v) is inaccurate, false or misleading in any way, (vi) is illegal or promotes any illegal activities, (vii) promotes illegal or unauthorized copying of another person’s copyrighted work, (viii) contains advertising, promotional materials or links, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, or (ix) infringes on or misappropriates the intellectual property rights of any third party;

(f) You will not submit to the Marigold Platform any Business Content, including images, that do not accurately reflect the applicable Experience and the physical location where the Experience will take place;

(g) You will not sell, resell, rent, transfer, or provide to any third party (e.g. service bureau or outsourcing), your access to the Marigold Platform, or use any spiders, crawlers, framing, or data mining tools to access any Marigold Content, or scrape or employ any automated means to extract data from Marigold Content;

(h) You will not modify, reverse-engineer, or de-compile the Marigold Platform in any manner through current or future available technologies. Further, you will not copy, translate, transmit, display, port, distribute, modify, attempt to derive or gain access to source code of, or make derivative works of the Marigold Platform, nor permit or assist anyone in performing such prohibited acts. You will not access the Marigold Platform with the intent to develop or market a competing service, or to enable a third party to do so;

(i) You will not use the Marigold Platform in a way that is intended to (i) cause damage or adversely affect the Marigold Platform or Marigold servers, including by means of introducing a virus, trojan, or other malicious software or by breaching any security protocols or through use of denial of service tools; or (ii) circumvent, endanger, disrupt, or interfere with the operation, security, usage limits, or integrity of the Marigold Platform; and

(j) You will only submit Business Content when you have the right to share such data. You are solely responsible for complying with all applicable laws and consent requirements related to collection and sharing of Business Content.

9 Payments.

9.1 Fees. We may charge you fees in connection with your access to the Marigold Platform, and for other services including for posting your Experiences, selling tickets, enrollment in the Exclusive Host and Advertisement Management Programs, providing the Marketing Services, and other services on the Marigold Platform. Marigold-Approved Businesses may pay such fees on the Marigold Platform or purchase credits (that may include advertising or other credits), for services offered by Marigold, each as posted on the Marigold Platform or otherwise provided to you by Marigold. Fees are subject to change regularly, so please check the Marigold Platform for the most up-to-date information. Any fees paid to (or credits purchased from) Marigold are strictly non-refundable (including upon cancellation or termination of your Marigold account or your enrollment in the Advertisement Management Program by you or by Marigold).

9.2 Taxes. To the extent any sales, use, gross receipts, excise, transaction or other similar taxes are due on the fees or credits, such taxes and any accompanying interest and penalties are the responsibility of the Business. Marigold reserves the right to request payment of such taxes, interest, and penalties from the Business for any service period, including past service periods, to the extent a taxing authority asserts such amounts are due and Marigold has not collected such taxes for the relevant period from the Business.

9.3 Payment Processors. If you are paying any amounts using a credit card, or online payment portal you will further be subject to the terms and conditions of such third-party payment processors. Marigold will not be responsible for any damages arising out of (i) any account suspensions resulting from incorrect billing contact information provided to a payment-processor or (ii) any errors or omissions by the payment processor or by your credit card issuer. We currently use Stripe, and its terms can be found here.

9.4 Cancelled Events. In the event that you cancel any Experience for which tickets have been sold, or offered for sale, on the Marigold Platform, Marigold may issue full refunds to any individuals who have purchased tickets to such Experience on the Marigold Platform. Marigold may, at its sole discretion, require you to reimburse Marigold for any administrative charges or third-party processing fees (such as the processing fees charged by Stripe) incurred by Marigold in connection with the original sale, or cancellation, of such tickets. If Marigold requires such reimbursement, you shall pay the reimbursement amounts to Marigold within 15 days of receiving the request, failing which Marigold may suspend your access to the Marigold Platform and/or your status as a Marigold-Approved Business. Further, Marigold may deduct or offset any such reimbursable amounts from remittances payable to you by Marigold, including those in connection with future sales of any other Experience tickets.

10 Term and Termination.

These Terms will become effective on the date you accept them by clicking “Accept”, “I agree”, or a similar button or through another acceptable means, and will continue for the duration of your use of the Marigold Platform. Marigold may, at any time, in its sole discretion, and without notice to you, terminate your access to the Marigold Platform, your Marigold account, or any portion of it. Further, Marigold may, at its sole discretion, at any time without prior notice to you: (a) change, restrict, or suspend your access to the Marigold Platform, or any portion of the Marigold Platform, including by revoking your access credentials to the Marigold account; or (b) add, remove, or modify any services or functionality that are available through the Marigold Platform through future updates. You will not be eligible for any refunds for pre-paid fees if your access to the Marigold Platform is terminated or suspended for any reason. Upon termination, or deactivation of your user account for the Marigold Platform, any stored information (including Business Information), may be deleted. Upon deactivation of your account, you will no longer be able to view or retrieve such information.

11 Ownership.

Marigold shall continue to own and retain all right, title, and interest, including all related patents, copyrights, trademarks, trade dress, and other Intellectual Property Rights, in and to (i) the technology or materials used for, or incorporated into, the Marigold Platform and (ii) all Marigold Content, and in each case to any modifications, enhancements, or derivatives thereto. You will not copy, reproduce, or disclose any Marigold Content provided to you or use any branding or logos used in the Marigold Platform or the Marigold Content, without Marigold’s prior written consent.

You are expressly prohibited from using any content on the Marigold Platform, including the Marigold Content, for the purpose of training, developing, or improving any machine learning or artificial intelligence models, including but not limited to large language models, without Marigold’s explicit written permission. Any unauthorized use of such content for such purposes is a violation of these terms and may result in legal action.

Subject to Section 2.4, you will retain all right, title, and ownership, including all related patents, copyrights, trademarks, trade dress, and other Intellectual Property Rights, in and to the Business Content.

Any feedback provided to us by you regarding the Marigold Platform, Marigold Content or any other aspect of our business or operations, including all Intellectual Property Rights therein, shall become our sole and exclusive property. You hereby irrevocably assign to us all right, title, and interest in and to such feedback and agree to provide us with any assistance that we may require to document, perfect, and maintain our rights in the feedback.

12 DMCA Notice.

We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended) (the “DMCA”). If you believe that any Marigold Content, other content on the Marigold Platform, or the Marigold Platform infringes your copyright, you can reach our notification agent at info@hellomarigold.com, with the subject line “DMCA”. In notifying us of any alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

13 Disputes and Governing Law.

13.1 Governing Law. Any disputes arising in connection with the Marigold Platform, or these Terms shall be governed by, construed, and enforced solely and exclusively in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

13.2 Dispute Resolution. You and Marigold both agree to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any disputes in good-faith thereafter arising from or in connection with the Marigold Platform. If any dispute arising in connection with the Marigold Platform is not resolved, within 30 days of a party providing notice to the other party, the dispute will be resolved through individual, non-representative, binding arbitration conducted in English, instead of a proceeding in courts of general jurisdiction. Any disputes will be decided by a single arbitrator and will be administered by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures and as modified by this agreement to arbitrate. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by Marigold that an in-person hearing is appropriate. Any in-person appearances will be held in Wilmington, Delaware. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.

13.3 Waiver of Right to Jury Trial and Class Action. YOU AND MARIGOLD EXPRESSLY WAIVE YOUR RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION. Notwithstanding the parties’ decision to resolve all disputes through arbitration, Marigold may bring an action in a state, provincial or federal court to protect its Intellectual Property Rights. Seeking such relief shall not waive Marigold’s right to arbitration under these Terms.

14 No Warranties.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AND EXCEPT FOR ANY LIMITED WARRANTY INCLUDED IN THESE TERMS, THE MARIGOLD PLATFORM AND MARIGOLD CONTENT IS PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND YOU USE THE MARIGOLD PLATFORM AT YOUR OWN RISK. MARIGOLD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR USE, QUIET ENJOYMENT, ACCURACY, OPERATION, COMPLIANCE WITH DOCUMENTATION AND NON-INFRINGEMENT RELATED TO THE MARIGOLD PLATFORM. MARIGOLD DISCLAIMS, AND THESE TERMS DO NOT INCLUDE, THE PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, THE UNIFORM COMMERCIAL CODE, THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ANY OTHER PROVISIONS OTHER THAN THESE EXPRESS TERMS.

MARIGOLD DOES NOT MAKE ANY WARRANTIES THAT THE MARIGOLD PLATFORM WILL MEET YOUR REQUIREMENTS, PROVIDE ACCURATE INFORMATION, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. MARIGOLD makes no warranty related to the confidentiality and security of any data provided by you to MARIGOLD, including BUSINESS Information. MARIGOLD DOES NOT WARRANT ANY THIRD-PARTY DEVICE, SMART DEVICE, SOFTWARE, SERVICE OR DATA THAT YOU MAY USE IN CONNECTION WITH THE MARIGOLD PLATFORM, WHETHER OR NOT SUCH THIRD-PARTY ITEM IS DESCRIBED IN, OR AVAILABLE OR CAN BE CONNECTED TO, THE MARIGOLD PLATFORM.

The MARIGOLD PLATFORM may contain hyperlinks or references to certain other websites (“Linked Sites”). MARIGOLD does not control and is not responsible for the content on Linked Sites including any products and services provided therein. YOU HEREBY expressly acknowledge and agree that YOU ARE solely responsible for licensing any Third-Party Materials that YOU USE IN CONJUNCTION WITH THE MARIGOLD PLATFORM, at YOUR own cost and in accordance with terms and conditions agreed to with the third-party licensors of such Third-Party Materials. Marigold has no responsibility for the accuracy, currency, or availability of any Third-Party Materials.

15 Liability Limitations.

In no event shall Marigold, its affiliates, agents or contractors be liable for any consequential, punitive, incidental, or special damages, including, but not limited to, any personal injury, property damage, or unauthorized disclosure of your data, whether in any action in warranty, contract, tort, breach of contract, negligence, strict liability, malpractice, or otherwise resulting from your use, or inability to use, the Marigold Platform. To the fullest extent allowable under applicable law, Marigold’s maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, arising from your use of the Marigold Platform will not exceed $50.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

16 Your Indemnification.

Except to the extent prohibited under applicable law, you agree to indemnify, defend and hold harmless Marigold, our affiliates, licensors, suppliers and other contract relationships (including the officers, directors, employees, consultants, and agents of each) from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that such parties may incur as a result of or arising from (a) any data or information you submit or provide to Marigold (including Business Content), (b) any claim that any Business Content or other items provided or made available to us by you is inaccurate, misleading, or infringe or misappropriate a third party’s intellectual property rights or other proprietary rights, (c) your use of the Marigold Platform, (d) your violation of these Terms, (e) your violation of any rights of any other person or entity, and (f) claims related to Experiences from individuals or businesses who received access to the Experience from the Marigold Platform (to the extent such claim does not arise solely due to a defect or deficiency in the Marigold Platform).

17 Notices.

You may provide notice to us by emailing us at info@hellomarigold.com. Any notice sent by you via email is deemed to be delivered upon your receipt of an electronic read receipt or delivery receipt or upon confirmation of receipt from us.

18 Severability.

If any part of these Terms becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, those provision or part thereof will be deemed to not form part of the contract between us. The legality, validity, or enforceability of the remainder of the Terms will remain in full force and effect.

19 No Third-Party Beneficiaries.

No provisions of these Terms create any third-party beneficiary.

20 Survivability.

The rights, obligations, and commitments in these Terms that, by their nature, would logically continue beyond the termination of your use of or access to the Marigold Platform survive termination of these Terms, including, without limitation, provisions related to indemnification and limitations of liability.

21 Assignment.

Your obligations and rights under these Terms may not be assigned, in whole or in part, without Marigold’s prior written consent. These Terms will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

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LAST UPDATE DATE: July 16, 2026