I. TERMS OF USE FOR SYCLUS’ WEBSITES

Thank you for visiting this website (this “Site”). This Site is provided to you by Syclus, Inc., a New York corporation, ( “Syclus”, “we,” or “us”). Please read these Terms of Use (this “Agreement”) carefully before using this Site. If you do not agree to all of the terms contained herein, please do not use the Site.

PLEASE NOTE THAT THE SECTION BELOW TITLED “GOVERNING LAW AND DISPUTE RESOLUTION” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

LAST REVISED: 9/2022

II. Use of the Site

You may only use this Site, an educational game platform as known as BodegaBudget™, and any materials found in this Site (including, any images, logos, designs, insignia, marks, pictures, sounds, text, messages, tools, software, technology, products, files, information, data, demos, promotional materials, audiovisual and multimedia works and any other items or expressions) (all of the foregoing, “Materials”) in accordance with the terms and conditions of this Agreement, and you agree to comply with these terms and conditions at all times.

Limited License. Subject to the terms and conditions of this Agreement, Syclus grants you a non-exclusive, non-transferable license, to access and use this Site and other Materials for your personal use only. Such license is subject to this Agreement and does not include: (a) any commercial use of the Site or other Materials therein; (b) the distribution, public performance, public display, making publicly available, or other unauthorized exploitation of the Site or any other Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) downloading (other than the page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or other Materials other than for their intended purposes. Any use of the Site or other Materials other than as specifically authorized herein, without the prior written permission of Syclus, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Syclus may revoke this license at any time.

III. Your Obligations

Syclus reserves all rights in and to the Site and other Materials not expressly granted herein. You may not: (i) use or transmit the Site or any other Materials on or to any other Web site or network; (ii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Site or any other Materials; (iii) reproduce the Site or other Materials other than as specified above; (iv) distribute, license, rent, sell, lease or otherwise transfer the Site or any other Materials; or (v) remove, obscure or alter any notice of copyright or other proprietary notices present on or in the Site or any other Materials.

You represent, warrant, and covenant that: (i) you will comply with all applicable laws, regulations and orders of any governmental authority in your use of this Site and other Materials (including, without limitation, all export control laws, regulations, and orders); (ii) you are not located in, under the control of, or a national or resident of any country to which export of any Materials is prohibited by U.S. law, regulation or order; and (iii) you will not upload or otherwise transmit to this Site or other Materials any software or other materials that: (a) contain any viruses or other harmful code; (b) violate, misappropriate or infringe any patent, copyright, trademark, trade name, trade dress, trade secret, right of publicity, right of privacy, moral right, right of attribution or integrity or any other intellectual property right or proprietary right (collectively, “Proprietary Rights”) of any person or entity; or (c) contain any material that is libelous, defamatory or portrays any person in a false light.

In addition, you represent, warrant, and covenant that you will not, and will not authorize or facilitate any attempt by another person or organization to use the Site or any Materials on the Site to: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (xiv) solicit personal information from children under 13 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. The restrictions in this paragraph are intended to be illustrative, and we reserve the right to consider other conduct to be prohibited.

IV. Syclus Ownership

All right, title and interest in and to this Site, the Materials, and all associated Proprietary Rights are owned by Syclus or its licensors, and no ownership of any of the foregoing items is transferred to you by virtue of this Agreement or Syclus’s permitting you to use the Site or other Materials.

V. User Submissions

While Syclus welcomes your comments and feedback regarding its products and services, Syclus does not accept or consider any materials for use in any of its products or services which have not been specifically requested by Syclus. In the event that you post or upload any content to the Site (“User Content”), including Syclus’s forums, you understand and agree to the following terms:

You hereby grant to Syclus a perpetual, irrevocable, worldwide, fully paid up, non-exclusive, sub-licensable, right and license to exploit the User Content and all elements thereof, in any and all media, formats and forms, known now or hereafter devised. Syclus shall have the unlimited right to copy, reproduce, fix, modify, adapt, translate, reformat, prepare derivatives, add to and delete from, rearrange and transpose, manufacture, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, make publicly available, publicly perform, provide access to, broadcast, and practice the User Content as well as all modified and derivative works thereof and any and all elements contained therein, and use or incorporate a portion or portions of the User Content or the elements thereof in conjunction with or into any other material. In the event you upload or otherwise transmit to Syclus any concepts, ideas, or feedback relating to Syclus’s products or services, you shall not be entitled to any compensation for any such submission, unless expressly agreed between you and Syclus, and Syclus may freely use any such submission in any manner it deems appropriate. Any such submission by you shall not create any contractual relationship between you and Syclus. Except to the extent that any such waiver is prohibited by law, you hereby waive the benefit of any provision of law known as “moral rights” or “droit moral” or any similar law in any country of the world. You represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Syclus may remove any User Content and any related content or elements from the Platform at its sole discretion.

VI. Disclaimer of Warranties

THIS SITE AND ALL MATERIALS IN THIS SITE ARE PROVIDED “AS IS” AND ALL USE IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SYCLUS DISCLAIMS, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND LIABILITIES OF SYCLUS, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THIS SITE AND ANY MATERIALS IN THIS SITE, INCLUDING, ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY OF NON-INFRINGEMENT; AND (C) CLAIM IN TORT (INCLUDING NEGLIGENCE). WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT SYCLUS DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ANY MATERIALS IN THIS SITE WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THIS SITE, ANY MATERIALS IN THIS SITE, OR THE SERVER THAT MAKES THIS SITE AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS OR FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

VII. Limitation of Liability and Indemnity

To the extent permitted by applicable law, in no event will Syclus be liable, whether in contract, warranty, tort, product liability, strict liability or other theory, to you or any other person or entity for any damages (including, without limitation, any indirect, incidental, special or consequential damages) arising out of or in connection with any use of, inability to use or results of use of this Site or any Materials on or in this Site, even if Syclus or its representative has been advised of the possibility of such damages. You agree to defend and indemnify Syclus, its parent, subsidiaries, licensors and affiliates against and from any third party claims, liabilities, losses, injuries, damages, costs or expenses incurred by Syclus arising out of or from your use, misuse, or inability to use of the Site, or any violation by you of this Agreement.

VIII. Governing Law and Dispute Resolution

THE CONSTRUCTION, INTERPRETATION, AND ALL OTHER MATTERS ARISING UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED SOLELY AND EXCLUSIVELY IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES. IN THE EVENT OF ANY DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF, INCLUDING, IN CONTRACT, TORT, EQUITY OR OTHERWISE, OR RELATED TO THE ARBITRABILITY, MEANING, INTERPRETATION, EFFECT, VALIDITY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT, THEN ALL SUCH DISPUTES, CLAIMS OR CONTROVERSIES SHALL BE SOLELY AND EXCLUSIVELY SETTLED BY AND THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN NEW YORK, NEW YORK, USA IN ACCORDANCE WITH AAA COMMERCIAL ARBITRATION RULES (THE “ARBITRATION RULES”) SUCH ARBITRATION PROCEEDING SHALL BE CONDUCTED IN AS EXPEDITED A MANNER AS IS THEN PERMITTED BY THE ARBITRATION RULES (FORMAL OR INFORMAL). THE ARBITRATION AWARD AND DECISION SHALL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENFORCED AND JUDGMENT THEREON MAY BE ENTERED AND ENFORCED BY ANY COURT WITH JURISDICTION OVER THE APPLICABLE PARTY OR ITS ASSETS, WHEREVER LOCATED, AND EACH PARTY HEREBY IRREVOCABLY CONSENTS THERETO. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT RELATING TO WHICH STATE LAWS GOVERN THIS AGREEMENT, ALL ISSUES RELATING TO ARBITRABILITY OR THE ENFORCEMENT OF THIS AGREEMENT TO ARBITRATE CONTAINED HEREIN SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.).

BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT MUST BE ASSERTED INDIVIDUALLY.

IX. Privacy

If you submit any information, including personal information, through the Site or any other Materials, such information will be subject to our Privacy Policy. You agree that Syclus, its parent, subsidiaries, licensors, and affiliates, including popfy Media LLC, shall not be liable for any direct, indirect, special, incidental, punitive, consequential, or other damages or losses caused by the unauthorized use or misappropriate of any and all information that you transmit to Syclus.

X. Termination

We will have the right to terminate your access to, or other use of, the Site or any other Materials if we believe you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Site or any other Materials. If your access to the Site or any other Materials is terminated, we reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Site or any other Materials, including, technological barriers, IP mapping, and direct contact with your Internet Service Provider. This Agreement will survive indefinitely unless and until we choose to terminate it, regardless of whether any account you open is terminated by you or us or if you have the right to access or use the Site or any other Material.

XI. DMCA Notice.

Under the United States Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond to copyright owners who believe certain content infringes their rights. If you believe that our Site or any Materials on our Site infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing, including a description of the material, and its location on our Site; (3) your name, address, telephone number and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Regarding copyright issues relating to our Site or any Materials, we can be reached at info@syclus.org. To protect the rights of copyright owners, we reserve the right to, without prior notice, suspend your account, delete or disable content alleged to be infringing, or terminate the account of a repeat infringer.

XII. Miscellaneous

No failure or forbearance on Syclus’s part to exercise its rights or insist upon performance of your obligations hereunder is to be construed as a waiver or relinquishment of those or any other rights or obligations in that or any other instance; rather, the same shall remain in full force and effect.

If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, such provision shall be narrowed in scope or otherwise amended to the extent necessary to make such provision lawful, valid and enforceable while as nearly as possible reflecting the intent of the parties as expressed in this Agreement, or, if such amendment is impossible, severed from this Agreement. No amendment or severing of any provision of this Agreement shall affect the validity or enforceability of any remaining provisions.

This Agreement constitutes the entire agreement between you and Syclus relating to the subject matter hereof. Syclus may, from time to time, change, modify or update this Agreement, and the revised Agreement will apply prospectively. If you have any questions, comments, requests, or complaints relating to the Site or any Materials, please contact us at info@syclus.org.