TELEGIRO, INC.
User Agreement

a. Digital Wallet Services

We provide comprehensive digital wallet services through our partnership with the PSP. These services enable You to:

• Maintain an FBO bank account through our banking partners
• Send and receive domestic payments via ACH, checks, and electronic transfers
• Process various payment types including mailed checks, printed checks, same-day ACH, and real-time payments
• Manage Your financial transactions through our secure platform

Your use of Digital Wallet Services is subject to both this User Agreement and the PSP Terms & Conditions set forth in Appendix A.

b. Remittance Services

As a licensed Money Services Business (MSB), We provide international money transfer services to enable You to transfer money to Recipients located in other countries. These services are provided under our money transmission licenses and federal MSB registration.

c. Accessing the Services

The Services are available through the internet by accessing Our website, www.telegiro.com, and via mobile devices by downloading Our mobile application. For Apple devices You may download Our mobile application from the Apple App Store. For Android-powered devices You may download Our mobile application from the Google Play Store.

If You access the Services through a mobile device, Your wireless service carrier may bill You for additional charges, such as fees for SMS and data services.

d. Our Role in Payment Services

IMPORTANT: Telegiro, Inc. is not a bank.

We operate under two distinct regulatory frameworks:

For Remittance Services: We are a licensed Money Services Business (MSB) and money transmitter, authorized to handle and transmit funds internationally. We hold money transmission licenses in Florida and New Jersey and are registered with FinCEN as an MSB. We are not a bank but work with licensed financial institutions to provide these services.

For Digital Wallet Services: We partner with the PSP, which acts as the Payment Service Provider for these services. The PSP is not a bank, money transmitter, or MSB, but rather a payment service provider that works with licensed financial institutions to facilitate payments. Through this partnership, We offer digital wallet functionality without directly handling or transmitting the funds ourselves.

When the PSP acts as Your agent in collecting payments and funds from payors, We will inform You when funds have been collected and You agree to credit the payors' accounts at the time We provide such confirmation.

e. For Personal Use Only

The Services are limited to personal, non-commercial use. We do not allow money transfers to or from business entities without explicit authorization.

If We discover that You are using the Services for commercial purposes without authorization, We may, in Our sole discretion, cancel Your Transactions and close Your account.

f. Licensed and Regulated Services

Our Remittance Services: We are a licensed Money Services Business (MSB) and money transmitter. Our money transmission services are provided under:

• Florida Office of Financial Regulation License (License Number: FT230000431)
• New Jersey Department of Banking and Insurance License (License Number: 2305779)
• Federal registration with FinCEN as a Money Services Business (MSB)

Our Digital Wallet Services: These services are provided through our partnership with the PSP, which operates as a Payment Service Provider. The PSP partners with FDIC-insured financial institutions and other regulated payment service providers to offer these services. The PSP is not a bank, money transmitter, or MSB.

a. Eligibility

You must be at least eighteen (18) years old to create a Telegiro account and to access and use the Services. You must be able to form legally binding contracts under applicable law.

IMPORTANT RESIDENCY REQUIREMENT: You must be a resident of either Florida or New Jersey to use our Services.

We are currently licensed as a Money Services Business only in these two states:

• Florida (License Number: FT230000431)
• New Jersey (License Number: 2305779)

We cannot provide Services to residents of other states at this time. By creating an account, You represent and warrant that You are a bona fide resident of either Florida or New Jersey.

b. Registration

You must register with Us to use the Services by creating a Telegiro account. Your account consists of the information entered or collected in the course of signing up for the Services and any information You subsequently add or update.

c. Information Required

To create an account, You must submit certain information, including Your name, email address, text-enabled mobile telephone number, street address and zip code. For Digital Wallet Services, You must also provide account information for at least one verified U.S. bank account.

By providing Your mobile telephone number, You consent to receive text messages as described in Section 22 (SMS/Text Messaging Terms).

You must provide a U.S. mobile number capable of receiving SMS messages.

In connection with Your account or specific Transactions, We may require You to provide Your date of birth, social security number, Your occupation, the source of funds, the reason for transactions, and government-issued identification.

Businesses must provide additional information including street address, telephone number, tax identification number, and for principals: social security number, date of birth, and other identifying information.

d. Username and Password

The email address You provide during registration will serve as Your username. You must create a password following our Password Guidelines:

• Must be at least 8 characters in length
• Must contain at least 1 uppercase letter, 1 lowercase letter, 1 number, and 1 special character
• You acknowledge that Your password has the same effect as Your written signature
• You assume complete responsibility for the supervision, management, control and confidentiality of Your password
• You will not share Your password with any other person
• You will not use another person's password

YOUR PASSWORD IS HIGHLY CONFIDENTIAL. DO NOT SHARE WITH ANY OTHER PERSON.

If You give your password to another person, You will be deemed to have authorized that person to use Your password for any and all purposes, and You will assume the entire risk for fraudulent or unintentional use.

CONTACT US IMMEDIATELY AT (323) 548-9392 OR EMAIL US AT INFO@TELEGIRO.COM IF YOU BELIEVE YOUR USERNAME OR PASSWORD HAS BEEN LOST OR STOLEN OR YOUR TELEGIRO ACCOUNT IS OTHERWISE COMPROMISED.

e. Verification and Inquiries

You authorize Us, directly or through third parties, to make any inquiries We consider necessary to validate and authenticate Your identity and account information. This may include:

• Requesting further information and documentation about Your account usage and identity
• Requiring You to confirm ownership of Your email address, mobile telephone number, or financial instruments
• Verifying Your information against third party databases or through other sources
• Requesting credit reports that contain Your name and address

For Digital Wallet Services powered by the PSP, additional verification requirements may apply as set forth in the PSP Terms (Appendix A).

a. Account Features

Your Digital Wallet Account includes:

• An FBO bank account held at our partner financial institution for Your benefit
• Ability to send and receive domestic payments
• Check processing and mailing services
• ACH transfer capabilities
• Real-time payment options

All Digital Wallet Services are provided through our partnership with the PSP and are subject to the PSP Terms & Conditions set forth in Appendix A.

b. Account Security

You are fully responsible for maintaining the security of Your Account access credentials. You are responsible for all use of or actions taken using Your Account access credentials, including actions taken by persons to whom You have granted access.

If You become aware of any unauthorized use of Your password or Account, You must notify Us immediately.

c. Payment Authorization

By using Digital Wallet Services, You authorize the PSP (as the Payment Service Provider) and its Financial Services Providers to:

• Hold, receive, disburse and settle funds on Your behalf
• Generate paper drafts or electronic funds transfers to process each payment transaction You authorize
• Initiate electronic Network entries to bank accounts for which You provide routing and account numbers
• Initiate adjustments for any transactions credited or debited in error

Your authorization remains in effect until You notify Us that You revoke it by contacting Customer Support or closing Your Account. We require reasonable time to act on revocation, not to exceed five business days.

e. PSP Terms Apply

Your use of Digital Wallet Services is governed by both this User Agreement and the PSP Terms & Conditions for Businesses set forth in Appendix A. In the event of any conflict between this User Agreement and the PSP Terms with respect to Digital Wallet Services, the PSP Terms shall prevail.

a. Transaction Processing

Upon release of transaction information by Us or the PSP, a payor will be debited or charged, unless the payor has already initiated the funds transfer. You agree that the payor's obligation to the recipient is treated as paid after processing has been initiated and the transaction enters "Completed" status.

After initiation of processing, You agree not to attempt to collect or otherwise seek payment from the payor, as the payor's obligation has been conclusively discharged. Transactions may stay in "Pending" state before "Completed" if We are reviewing for risk purposes.

b. Transaction Limits

We reserve the right to limit or restrict transaction size or volume at any time. If You would like to increase limits, please contact Customer Support.

c. Network Rules and Compliance

You agree to be bound by all applicable Network Rules and acknowledge that all Network transactions You initiate will comply with applicable law. You expressly acknowledge and agree that You are assuming the risk of non-compliance with Operating Regulations.

d. Disputes and Chargebacks

Transactions may be disputed by payors up to the number of days stipulated in applicable Network regulations from the date the transaction appears in the payor's bank account. Disputes resolved in favor of the payor may result in reversal of the disputed transaction.

The full amount of a payment may be charged back to You if:

• It is disputed by a payor
• It is reversed for any reason
• It was not authorized or We have reason to believe it was not authorized
• It is unlawful, suspicious, or in violation of these terms

You will immediately pay Us the amount of any chargeback and associated fees, fines, and penalties.

For Digital Wallet Services, additional chargeback procedures and fees apply as set forth in the PSP Terms (Appendix A).

a. Initiating International Transfers

To start an international transfer, You must log in to Your account and provide:

• Transfer Amount and Destination Country
• Payout Agent selection
• Whether You want pickup or account deposit
• For account deposits: account number and exact name on bank account
• Payment method for Transfer Amount and Transfer Fee

b. Recipient Information

You must provide the Recipient's full legal name, address, country, and telephone number (if available). Depending on circumstances including transaction amount and delivery method, We may require additional recipient information including address, telephone number, and copy of government-issued identification.

c. Exchange Rates

If the transaction is paid in a currency other than US Dollars, a retail exchange rate will be applied. We retain the difference between the currency exchange rate with which We buy the currency and the rate We use to convert the Transfer Amount into the Total to Recipient.

The exchange rate quoted when You initiate the transaction will be locked-in for a limited time. If You pay outside this time period, the rate may change and You will need to confirm a new exchange rate.

d. Delivery Schedule

After We verify Your identity, receive proper payment authorization, and complete compliance screening, the transaction is made available to the Recipient on or before the date indicated on the receipt for either in-person pickup or deposit into the Recipient's bank account.

e. Receipt and Confirmation

Once We accept a transaction, We will send You a receipt as required by Florida and New Jersey law. The receipt will include:

• Our name, address, and telephone number
• The Transfer Amount
• All fees charged for the transaction
• The Total to Recipient after any exchange rate conversion
• The exchange rate used (if applicable)
• The date and time of the transaction
• The name of the Recipient
• For in-person pickup: a confidential confirmation number that You must send to the Recipient
• A statement of Your refund rights
• Our customer service contact information

IMPORTANT: Keep Your receipt. You will need it to track Your transfer, file a complaint, or request a refund.

a. Digital Wallet Services Fees

Digital Wallet Services fees are charged by the PSP as set forth in the PSP Terms (Appendix A) and may include:

• Monthly platform fees
• Per-transaction fees based on payment type
• Wire transfer fees
• Exception processing fees (returns, chargebacks, stop payments)

b. Remittance Services Fees

We charge Transfer Fees on international money transfers, which You pay in addition to the Transfer Amount. Both are due when You initiate Your transaction.

Fee Disclosure Requirements:

• All fees will be clearly shown before You confirm Your transaction
• You will see the exact amount the Recipient will receive
• Exchange rates and any margin will be disclosed
• No hidden fees – the total cost to You will be clear

Transfer Fees do not include fees that Your bank or the Recipient’s bank may charge.

c. Additional Charges

Some states may assess taxes on Your transactions. The Recipient may receive less due to taxes and additional third-party fees charged within the Destination Country. We will disclose any fees We are aware of, but there may be costs We cannot control, such as:

• Bank charges by the Recipient's bank
• Fees from Your bank or debit card provider
• Mobile service provider charges
• Foreign taxes or fees

d. Payment Methods

By Debit Card: You may use a valid debit card issued by a US-based bank or financial institution bearing the Visa or MasterCard logo. You may not use prepaid debit cards or gift cards. By selecting debit card payment, You authorize Us to charge Your debit card for the Transfer Amount, Transfer Fee, and applicable charges.

From Bank Account: You may fund transactions directly from Your verified US bank account or Your FBO account maintained through our services.

IMPORTANT: Once You authorize a transaction, You cannot change the payment method.

a. General Prohibited Activities

• Adult content and services (pornography, obscene materials, prostitution, escort services, massage parlors, or sexually explicit services)
• Illegal or regulated substances (drugs, alcohol, drug paraphernalia, medical marijuana, or related items)
• Financial crimes (bail bonds, bankruptcy payments, dishonored checks, uncollectible items, counterfeit goods, unlawful debt collection, pyramid schemes, Ponzi schemes)
• Illegal gambling and betting (lottery tickets, casino chips, off-track betting, race wagers)
• Violence and hate (content or services that promote hate, violence, racial intolerance, or financial exploitation of crime)
• Illegal or harmful activities (unlawful products or services, activities encouraging violence or self-harm, instructions for harmful or illegal acts)
• Weapons (firearms, ammunition, weapon replicas, or related items)
• Unauthorized pharmaceuticals (internet pharmacies or pharmacy referral services)

b. Service-Specific Restrictions

• Competing with Telegiro
• Transferring funds between bank accounts held in the same name (without authorization)
• Commercial use without explicit authorization
• Transactions to or from Cuba (directly or indirectly)

c. Technical Restrictions

• Tampering, hacking, modifying, overloading, or corrupting security or functionality
• Infecting systems with Malicious Code
• Copying or monitoring Our systems using robots, spiders, or other automatic devices
• Using anonymizing proxies or software browsers to mask or conceal IP addresses
• Submitting transactions on behalf of another person without authorization
• Opening multiple accounts (one account per user)

a. Security of Your Funds

Protection Under State Law: As required by Florida and New Jersey money transmitter laws, We maintain:

• Surety bonds in amounts required by each state
• Permissible investments equal to our outstanding transmission obligations
• Segregated accounts for customer funds
• Regular audits and examinations by state regulators

Your funds are protected from the moment We receive them until they are delivered to Your designated Recipient or returned to You.

b. Set-Off and Collection Rights

To the extent permitted by law, We may set off any obligation You owe Us against any credit in Your Account or amounts due to You. All fees are deducted first from transferred or collected funds and thereafter from Your Account.

If You do not have sufficient funds, We may collect from any funding source associated with Your Account, including funds deposited by You, due to You under this Agreement, or available in Your bank account or other payment instruments registered with Us.

c. Reserve Requirements

We may require You to maintain a certain balance in Your Account ("Reserve") to secure performance of Your payment obligations. The decision to require and the amount of the Reserve is made at Our sole discretion.

You grant Us a security interest in and lien on all funds held in the Reserve, and authorize Us to make withdrawals and debits from the Reserve without prior notice. You will execute additional documentation required for Us to perfect Our security interest in the Reserve.

d. Payout Schedule

We will transfer funds to Your bank account according to the typical schedule applicable to the specific Network used, but no more than 30 days after funds settle, subject to any Reserve requirements.

Settlements may be limited or delayed based on perceived risk and history. We may defer payout or restrict access to funds during investigations, to resolve pending disputes, as required by law or court order, or if requested by law enforcement.

e. Dormant Accounts

If there is no activity in Your Account (including access and payment transactions) for 24 weeks or more, We reserve the right to close Your Account. Any remaining funds will be handled in accordance with applicable state unclaimed property laws.

a. Security of Your Funds

Protection Under State Law: As required by Florida and New Jersey money transmitter laws, We maintain:

• Surety bonds in amounts required by each state
• Permissible investments equal to our outstanding transmission obligations
• Segregated accounts for customer funds
• Regular audits and examinations by state regulators

Your funds are protected from the moment We receive them until they are delivered to Your designated Recipient or returned to You.

b. Set-Off and Collection Rights

To the extent permitted by law, We may set off any obligation You owe Us against any credit in Your Account or amounts due to You. All fees are deducted first from transferred or collected funds and thereafter from Your Account.

If You do not have sufficient funds, We may collect from any funding source associated with Your Account, including funds deposited by You, due to You under this Agreement, or available in Your bank account or other payment instruments registered with Us.

c. Reserve Requirements

We may require You to maintain a certain balance in Your Account ("Reserve") to secure performance of Your payment obligations. The decision to require and the amount of the Reserve is made at Our sole discretion.

You grant Us a security interest in and lien on all funds held in the Reserve, and authorize Us to make withdrawals and debits from the Reserve without prior notice. You will execute additional documentation required for Us to perfect Our security interest in the Reserve.

d. Payout Schedule

We will transfer funds to Your bank account according to the typical schedule applicable to the specific Network used, but no more than 30 days after funds settle, subject to any Reserve requirements.

Settlements may be limited or delayed based on perceived risk and history. We may defer payout or restrict access to funds during investigations, to resolve pending disputes, as required by law or court order, or if requested by law enforcement.

e. Dormant Accounts

If there is no activity in Your Account (including access and payment transactions) for 24 weeks or more, We reserve the right to close Your Account. Any remaining funds will be handled in accordance with applicable state unclaimed property laws.

a. Privacy Protection

We will protect the privacy of Your information as detailed in Our online privacy policy available at https://telegiro.com/privacy-us-consumers/ . By agreeing to this User Agreement, You acknowledge and consent to Our privacy policy.

b. Information Sharing

You authorize Us to contact You and other individuals to make inquiries and request additional information to validate information on Our records. We may share information about You and Your transactions with our Financial Services Providers, Networks, and other partners who may use this information to perform their obligations, operate their networks, perform analytics, prevent fraud, and for other lawful purposes.

c. Data Security

We have implemented technical and organizational measures designed to secure Your information from accidental loss and unauthorized access, use, alteration or disclosure. However, We cannot guarantee that unauthorized third parties will never defeat these measures or use Your information for improper purposes.

d. Record Retention

As Required by Law: We maintain records of Your transactions and account information as required by federal and state law:

• Transaction records: 5 years from the date of transaction
• Account records: 5 years after account closure
• Receipts and confirmations: 5 years
• Customer identification records: 5 years after account closure

You may request copies of Your transaction records by contacting Customer Support. We may charge a reasonable fee for providing copies of historical records.

a. Error Resolution

You have the right to dispute errors in Your transactions. If You think there is an error, You must contact Us within 180 days by telephone at (323) 546-9392 or at info@telegiro.com.

b. Complaints Process

Please let Us know if You have problems with the Services or have complaints, comments, or need further information. You may contact:

• Consumer Financial Protection Bureau
• Phone: 855-411-2372
• TTY/TDD: 855-729-2372
• Website: www.consumerfinance.gov

c. State-Specific Disclosures and Rights

a. Error Resolution

You have the right to dispute errors in Your transactions. If You think there is an error, You must contact Us within 180 days by telephone at (323) 546-9392 or at info@telegiro.com.

b. Complaints Process

Please let Us know if You have problems with the Services or have complaints, comments, or need further information. You may contact:

• Consumer Financial Protection Bureau
• Phone: 855-411-2372
• TTY/TDD: 855-729-2372
• Website: www.consumerfinance.gov

c. State-Specific Disclosures and Rights

a. Your Representations

You represent, warrant and undertake that:

• You have full right, power, legal capacity and authority to perform Your obligations under this Agreement
• There is no action, suit or proceeding pending or threatened that would substantially impair Your right to use the Services
• You comply and will continue to comply with all applicable legislation, regulations and guidelines
• You have and will maintain all necessary licenses, consents and approvals for Your use of the Services
• You will exercise reasonable care in Your use of the Services
• You will not infringe intellectual property rights of any person
• You are not sanctioned by the United States and are not on any prohibited lists

b. Our Representations

We represent, warrant and undertake that:

• We have full right, power, legal capacity and authority to provide the Services
• There is no action, suit or proceeding pending or threatened that would substantially impair Our right to provide the Services
• We comply and will continue to comply with all applicable legislation, regulations and guidelines
• We have and will maintain all necessary licenses, consents and approvals for provision of the Services
• We will exercise reasonable care in providing the Services
• The Services will not infringe intellectual property rights of any person

a. Your Indemnification

You will indemnify, defend and hold Us harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any claim that arises out of or relates to:

• Any actual or alleged breach of Your representations, warranties, or obligations
• Your wrongful or improper use of the Services
• Any transaction submitted by You through the Services
• Your violation of any third-party right, including privacy, publicity rights or intellectual property rights
• Your gross negligence or willful misconduct
• Your violation of any law, rule, or regulation

b. Our Indemnification

We will indemnify, defend and hold You harmless from and against claims arising out of:

• Any actual or alleged breach of Our representations, warranties, or obligations
• Our alleged violation of any third-party right
• Our gross negligence or willful misconduct
• Our violation of any law, rule, or regulation

a. Ownership of Telegiro Property

All rights, title, and interest in and to the Services, including but not limited to:

• The Telegiro name, logo, and all related trademarks, service marks, and trade names
• The Site, mobile applications, and all content therein
• All software, technology, designs, materials, information, communications, and other content created, provided, or made available by Telegiro
• All improvements, modifications, or derivatives of any of the foregoing
• All associated intellectual property rights

are and shall remain the exclusive property of Telegiro, Inc. and its licensors.

b. Limited License to Users

Subject to Your compliance with this Agreement, We grant You a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Your authorized personal use. This license does not include any right to:

• Modify, adapt, translate, or create derivative works of the Services
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code
• Remove, alter, or obscure any proprietary notices or labels
• Use any data mining, robots, or similar data gathering or extraction methods
• Download (other than page caching) any portion of the Services except as expressly permitted
• Use the Services for any commercial purpose without Our express written consent

c. User Content

By submitting, posting, or transmitting any content through the Services, You:

• Grant Us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content for the purpose of operating and providing the Services
• Represent and warrant that You own or have the necessary rights to grant this license
• Agree that We may use Your company name and logo for marketing purposes as described in Section 22

d. Feedback

Any suggestions, comments, or other feedback You provide regarding the Services ("Feedback") shall become Our exclusive property. We shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback without compensation or attribution to You.

e. Third-Party Rights

The Services may contain or link to third-party materials that are not owned or controlled by Us. We do not endorse or assume any responsibility for any such third-party content. Your use of third-party materials may be subject to separate terms and conditions.

f. Enforcement

We reserve the right to take appropriate action against any unauthorized use of Our intellectual property, including but not limited to seeking injunctive relief and damages. You agree to notify Us immediately if You become aware of any unauthorized use of Our intellectual property.

g. Marketing and Trademark Usage

You grant Us the right to use Your company name and logo as a reference for marketing or promotional purposes on Our website and in other public or private communications with existing or potential customers and investors, subject to Your standard trademark usage guidelines as provided to Us from time to time. You may revoke this permission at any time by providing written notice to Us.

a. Termination Rights

We may terminate this Agreement and close Your Account for any reason or no reason at any time with notice to You. We may also suspend the Services and access to Your Account if You:

• Fail to pay fees, dues, and charges
• Violate the terms of Our policies or this Agreement
• Pose an unacceptable credit or fraud risk
• Provide false, incomplete, inaccurate, or misleading information or engage in fraudulent or illegal conduct

b. Effect of Termination

If Your Account is terminated, You agree to:

• Continue to be bound by this Agreement
• Immediately stop using the Services
• Remove all Our logos from Your website and elsewhere
• Accept that We may delete Your information and Account data stored on Our servers (subject to applicable laws and regulations)

When You close Your Account, any pending transactions will be canceled. Any funds We are holding for You at closure, less applicable fees, will be paid out according to Our payout schedule, assuming all payout-related authentication requirements have been fulfilled.

c. Survival

Any provision reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect upon termination.

a. Electronic Delivery

You agree and consent to receive all communications, agreements, documents, notices and disclosures that We provide in connection with Your Account and the Services electronically.

b. Delivery Methods

Communications may be sent by:

• Email to the primary email address listed in Your Account registration
• Emailing You a link or instructions on how to access them
• Where permitted by law, posting the communications at www.telegiro.com

c. Electronic Signatures

By selecting "I Agree" or similar buttons, You are signing this Agreement electronically. You agree that Your electronic signature is the legal equivalent of Your manual signature. Your use of a mobile device to select items, buttons, icons or similar acts constitutes Your signature, acceptance and agreement.

d. Withdrawal of Consent

You may withdraw Your consent to receive disclosures in electronic format at any time by notifying Us at info@telegiro.com or (323) 546-9392. However, withdrawal may result in termination of Your registration and preclude Your use of the Services.

a. Binding Arbitration

All claims and disputes between You and Us, including but not limited to any claims relating to this Agreement, are to be settled by binding arbitration in the state of Delaware or another location mutually agreeable to the parties.

b. Time Limitations

Unless otherwise required by law:

• An action relating to a Payment Dispute must commence within six months of initiation of the payment/transaction
• An action relating to any Commercial Dispute must commence in accordance with the applicable statute of limitations

c. Arbitration Procedures

The arbitration proceeding will:

• Proceed in a location in Kent County, Delaware, selected by the American Arbitration Association ("AAA")
• Be governed by the Federal Arbitration Act
• Be conducted by the AAA in accordance with their commercial dispute resolution procedures
• Apply substantive laws of the state of Delaware

a. Governing Law

This Agreement is governed by the laws of the United States and the State of Delaware, without regard to conflicts or choice of laws principles.

b. Venue

All actions and proceedings arising from this Agreement must be brought in the State of Delaware, County of Kent, and both You and We waive any right to object to such courts or venue.

c. Entire Agreement

This User Agreement, along with Our privacy policy, the PSP Terms & Conditions (Appendix A), and any referenced policies, constitutes the entire agreement between You and Us and supersedes all prior agreements and undertakings.

d. Modification

We may modify this User Agreement from time to time without notice to You, except as may be required by law. You can review the most current version at any time on Our website. You may terminate Your use of the Services if You do not agree with any modification. If You use the Services after the effective date of an amendment, You shall be deemed to have accepted that amendment.

e. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the rest of this Agreement will not be affected.

f. Assignment

You may not transfer or assign this Agreement to any other person without Our prior written consent. We may assign Our obligations to You under this Agreement without Your consent or prior notice.

g. No Waiver

Any failure by either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

h. Force Majeure

If performance is made impossible by circumstances beyond a party's reasonable control (including fire, explosion, power failure, acts of God, war, revolution, civil commotion, acts of public enemies, government actions, labor unrest), such party shall be excused from performance to the extent of such interference.