The purpose of this Agreement is to set forth the terms and conditions under which, among other things Tribel will license to you use of certain of Tribel's technology, software and/or services such that you can utilize the Website (collectively, the "Purpose"). As stipulated elsewhere in this Agreement, Tribel does not exert any control over any merchants, retailers, commercial ventures or other third parties, and as such is not liable or responsible for any actions taken or omitted to be taken by any such third party or user. You agree to release Tribel of any potential claims against Tribel for the use of Tribel’s technology, software and/or services.

You shall not directly or indirectly copy or reproduce all or any part of the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Website solely for its intended purposes and shall not use the Website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Website to post, transmit, convey, submit, distribute, store or destroy any content, text, photographs, descriptions, drawings, content, audio materials, messages or other information (collectively, "Posted Information"):

• in violation of any applicable law, statute, ordinance or regulation;
• in a manner that will infringe the intellectual property rights of others;
• that is defamatory, obscene or trade libelous;
• that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• in violation of the any acceptable use policy or other policy posted at the Website from time to time. You shall not violate or attempt to violate the security of the Website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Website, including, without limitation, any of the software comprising or in any way making up a part of the Website. In addition, you will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Website where such export or re-export is prohibited by applicable law without appropriate licenses and clearances. You shall defend and indemnify Tribel, at your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3.

You shall be solely responsible for:

• all Posted Information you input into the Website;
• ensuring that all Posted Information is appropriate in tone and not intended to harm others;
• complying with all applicable laws, rules and regulations at all times; and
• maintaining all passwords and access codes to the Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Website.

Tribel shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, your access to the Website or your Tribel account for any reason at Tribel’s own discretion. Notwithstanding the foregoing, Tribel shall not be required to review or monitor any Posted Information entered into the Website or otherwise submitted by you, and you shall be solely responsible for the veracity and accuracy of all such data, content, and information.

There will be no tolerance for abusive content nor abusive users. There will be no tolerance for misinformation related to the Covid-19 pandemic, whether in posts or comments. Any violators will be banned temporarily or permanently from Tribel, at our discretion. We will also delete the offending content from the network.

Tribel does not charge its users to access and use the Website. If this policy changes Tribel will provide 30 days advance notice to you and/or potential customers.

This Agreement shall continue in full force until the earlier to occur of:

• either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access or use the Website).
• Tribel electing to terminate your access to the Website, with or without notice (the "Term" ) at its own discretion. For purposes of clarity, you are entitled to terminate your Tribel account at any time. Upon termination of this Agreement for any reason, you shall no longer be entitled to access, use or transfer the Website or any other non-public portions of the Website.
  
  In addition to the foregoing, in the event that Tribel determines, in its sole and absolute discretion, that you have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Tribel policy in effect from time to time or otherwise failed to perform to the standards required of Tribel, Tribel shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Website, in each of the foregoing cases at any time and for any period of time.
  
  Tribel shall not be responsible for the return of any Posted Information of any kind to you upon any termination of this Agreement or suspension of your access to the Website, including without limitation any information input into the Website by you. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 of this Agreement shall survive any termination of this Agreement.

General Ownership

All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity:

• as between you and Tribel, you shall be deemed to be the sole owner of all Posted Information entered into the Website or otherwise posted by you.
• Tribel is the sole owner of the name "Tribel" as well as the Website and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from you to Tribel regarding the Website shall, upon submission to Tribel, be owned solely and exclusively by Tribel. In addition, Tribel shall be entitled to post feedback at the Website (and/or allows others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Website shall own all worldwide rights, title, and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to Tribel.

You agree to treat as confidential all confidential information of Tribel, not to use such confidential information for any purpose other than to the limited extent necessary to use the Website and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Tribel, provided however , that in no event shall such degree of care be less than reasonable in light of general industry practice. In addition, during the Term and for a period of one year thereafter, you shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of Tribel to terminate employment with Tribel.

No Warranties

Except as explicitly set forth herein, neither Tribel, its affiliates or any of any such party's equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either express or implied, including, without limitation,

• warranties of merchantability or fitness for a particular purpose,
• that the Website will be error-free,
• as to a minimum level of uptime for the Website, or
• as to the results that may be obtained by you by entering into this Agreement and/or using the Website. You agree and acknowledge that the Website is licensed and/or provided hereunder on an "as is" basis. In addition, you hereby agree and acknowledge that:

Tribel shall not, under any set of circumstances, be liable to you for any special, incidental, indirect, punitive or consequential damages, including, but not limited to, lost profits or data arising out of this agreement or your use of the website, whether based in contract, tort or any other legal theory, even if advised of the possibility of such damages. In any event, Tribel's total liability to you for any claim arising hereunder or related hereto shall not exceed $50. You agree to release Tribel from all claims you may have against Tribel for the use of Tribel technology or any of its products or services.

Additionally, Tribel shall not be liable to you for failure or delay in performing any obligations hereunder even if such failure or delay is due to circumstances withinTribel’s control and/or beyond its reasonable control.

Tribel uses extensive and sophisticated secure technology to protect your data and transmissions between you and Tribel. Transmission between browsers and our web server is implemented using secure technologies. Although Tribel has taken these reasonable and appropriate measures to ensure that your personal information is delivered and disclosed only in accordance with your instructions, Tribel cannot and does not guarantee and cannot control that the personal information you provide will not be intercepted by others and decrypted.

Tribel shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Tribel’s reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, fire, floods, accidents, strikes, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers.

The following terms and conditions govern general use of the Website and Tribel Technology, Products and Services:

You agree to abide by all restrictions displayed on the Website, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Tribel reserves the right to remove any content you post to the Website, block the sending of any inquiry or other content Tribel deems inappropriate in its sole discretion and may terminate all access to the Website at any time in its sole discretion for any or no reason at all. While Tribel reserves the right to monitor all postings and/or content posted on the Website, it has no obligation to do so and does not need to notify you.

Permitted Uses.

You may use the Website only in good faith for the purposes described herein. You may download and print out portions of the content from the Website only for non-commercial purposes provided that you follow the rules in this Agreement. You may not use the Website, or any business listings, contact information or other content, to promote another business or commercial venture.
Distribution.

Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
Source Code.

You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from Tribel.
Proprietary Notices.

You may not remove, change or obscure any of Tribel technology, products or services from the system. You must retain all copies of the content you download and/or any copyright notice or other proprietary notice, Privacy Policy, legal disclosures or terms of use contained in the content or on the Website.
Infringement.

You may not use the Website, the Website content or any other materials from the Website in any manner that may infringe upon any copyright or other intellectual property rights, proprietary right, or property right of Tribel or any third party.
Information Distribution.

You may not use:

• the Website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent orthreatening nature directed at another individual or group of individuals;
• the Website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
• the Website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information thatyou are restricted from using under any law, statute, ordinance or regulation;
• the Website or any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information thatinfringes upon the intellectual property rights of any third party; or
• the Website and any communications service, chat room, message board, blog, forum, newsgroup, or other interactive service that may be available to you on or through the Website to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information that contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.

• The Website, and the Website content may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website ( "Third Party Content" ) that may include content you find to be offensive, indecent or objectionable.
  
  The third party from whom or which any such Third Party Content originates is solely responsible for it and Tribel assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Tribel has no liability of any kind to you or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Tribel expressly states in writing to the contrary, Tribel neither endorses nor adopts as its belief any such statements. Tribel may provide information in articles Tribel posts or links to through the Website only for educational and general informational purposes and not as professional advice. Tribel has made no attempt to verify any information contained in any such articles.
• As a convenience to you and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Tribel. When you use these links, you will leave the Website and Tribel will have no ability to protect your interests and you release Tribel from any potential claim against Tribel. You visit linked websites at your own risk and it is your responsibility to take any protective measures to guard against viruses and other destructive elements. Tribel is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any external website on or through a linked website.

Tribel respects the intellectual property of others and asks you and all users to do the same. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries, and the terms of use of those websites, and of this Agreement, govern your use of that material. It is Tribel's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Tribel and/or others.

If you believe that your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Tribel's Agent for Notice with the following information in English (your"Notice"):

In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Tribel has disabled access, Tribel may forward a copy of a valid Notice including name and email address to such individual or entity. Tribel's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: INFO@Tribel.COM

Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Florida, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website shall be resolved in the appropriate Federal or state court located solely and exclusively in Miami, Florida. You hereby consent to exclusive jurisdiction and personal jurisdiction in Miami, Florida and agree not to raise any defense of forum non-conveniens or any similar defense.

The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, a joint venture, franchisor, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by you without Tribel's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.

Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Florida, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website shall be resolved in the appropriate Federal or state court located solely and exclusively in Miami, Florida. You hereby consent to exclusive jurisdiction and personal jurisdiction in Miami, Florida and agree not to raise any defense of forum non-conveniens or any similar defense.

The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, a joint venture, franchisor, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by you without Tribel's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.

We may, in the future, sell or otherwise transfer some or all of our assets or equity to a third party. Your personally identifiable information and other information we obtain from you via the Website may be disclosed to any potential or actual third party purchasers of such assets or equity and may be among the assets transferred and by you signing and/or accepting the terms of this Agreement, you agree and consent to such transfer.

If you do not agree to the terms of this agreement, please do not provide us with any information and do not use the Website. By using the Website and voluntarily providing information to us, you consent to our collection and use of the information as set forth in this document.

The Website may contain links to other websites that are owned and operated by third parties that are not affiliated with us. When you use those links, you leave the Website and we are unable to control how the owners of the websites or applications you link to handle any information they gather about you, including their privacy practices and use of cookies. This agreement applies only to the Website and does not govern activities on linked websites or applications. We encourage you to review the privacy policy of any other website or application you visit, download or access to understand its owner's practices on how it collects, uses and discloses your information.

The Website may contain links to other websites that are owned and operated by third parties that are not affiliated with us. When you use those links, you leave the Website and we are unable to control how the owners of the websites or applications you link to handle any information they gather about you, including their privacy practices and use of cookies. This agreement applies only to the Website and does not govern activities on linked websites or applications. We encourage you to review the privacy policy of any other website or application you visit, download or access to understand its owner's practices on how it collects, uses and discloses your information.

Your Privacy

Your Privacy. Your privacy is important to us. Please read the Tribel Privecy policy (https://www.tribel.com/privacy) (the "Tribel Privacy Policy") as it describes the types of data we collect from you and your devices ("Data"), how we use your Data, and the legal bases we have to process your Data. The Privacy Statement also describes how Tribel uses your content, which is your communications with others; postings submitted by you to Tribel Platform via the Services; and the files, photos, documents, audio, digital works, livestreams and videos that you upload, store, broadcast or share through the Services ("Your Content"). Where processing is based on consent and to the extent permitted by law, by agreeing to these Terms, you consent to Tribel’s collection, use and disclosure of Your Content and Data as described in the Privacy Policy. In some cases, we will provide separate notice and request your consent as referenced in the Privacy Policy.
PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.