Terms of Use

Effective Date: August 1, 2024

Welcome to Aluum. Please read on to learn the rules and restrictions that govern your use of our Services (as defined below). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at hello@myaluum.com.

Please note that your use of and access to our services (defined below) are subject to the following terms. If you do not agree to all of the following, you may not use or access the services in any manner.

Please read this terms of use agreement (“terms”) carefully. These terms are a binding contract between you and Aluum, LLC (“Aluum” “We” and “Us”). This website and any other websites of Aluum, its affiliates or agents that link to these terms (collectively, the “Website”), and the information on the website are controlled by Aluum. These terms of use govern all access to and use of the website, and the services and resources available or enabled via the website or app. By clicking on the “i accept” button during, completing the registration process , and/or browsing the website, you represent that (1) you have read, understand, and agree to be bound by the terms of use, (2) you are of legal age to form a binding contract with Aluum, and (3) you have the authority to enter into the terms of use personally or on behalf of the company you have named as the user, and to bind that company to the terms of use. The term “You” refers to the individual or legal entity, as applicable, identified as the user when you registered on the website or app.

If you subscribe to the services for a term, then the terms will be automatically renewed for additional periods of the same duration at Aluum’s then-current fee for such services unless you decline to renew your subscription in accordance with section 9 below. Please be aware that section 21 contains provisions governing how to resolve disputes between you and Aluum. Among other things, section 21 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 21 also contains a class action and jury trial waiver. Please read section 21 carefully. Unless you opt out of the agreement to arbitrate within 30 days: (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

1) OUR SERVICES

Aluum provides a platform and related resources and services for alumni within your university or post-secondary education network (and for Paid Users, as defined below, outside of your university or post-secondary education network) to connect and foster relationships, including by matching entrepreneurs, job seekers, mentees, and other professionals seeking opportunities (collectively, “Professionals”) with potential investors, recruiters, mentors and other alumni willing to assist such Professionals (each, an “Advisor”), who are in the same alumni university or post-secondary education network, based on the specific needs and interests of such Professionals and skill sets and expertise of each Advisor (such services combined with the Website, the “Services”).

Advisors may provide peer-to-peer support, encouragement, education, instruction and practical tips designed to help Professionals grow their businesses.

The purpose of the Services is limited to providing you with an opportunity to network with fellow alumni and facilitate connections between Professionals and Advisors. We do not render or offer to render investment advice through this Website. Nothing on this Website constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or other financial instruments, nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. The information provided on the Website is informational only and no assurance can be provided that any of the future events referenced herein will occur on the terms contemplated herein or at all. There is no implication that any information contained on this Website is accurate or that there has been no change in such information since the date first posted. Certain places on this Website may contain information created and published by institutions, individuals, or organizations independent of us. We do not endorse, approve, certify, or control these materials. In addition, we do not guarantee or assume responsibility for the accuracy, completeness, efficacy, timeliness or correct sequencing of information in any material on our website. Use of such information is voluntary, and reliance on it should be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. Finally, reference in this Website to any specific product, process, or service, or otherwise does not constitute or imply endorsement, recommendation, or favoring by us.

While we endeavor to find Professionals and Advisors we believe could foster a meaningful relationship, we make no representation or warranty as to whether any user will find another user’s communications, information, or materials relevant, useful, correct, satisfactory or suitable to your needs. We do not control the quality of the services or information provided by Advisors. We do not guarantee that any Advisor is categorized correctly or is suitably matched to any Professional or that any Advisor will make any investment in any Professional’s personal or professional activities or endeavors. We do not vet Advisors or Professionals and cannot and do not guarantee the verification of the skills, degrees, qualifications, licensure, certifications, credentials, competence or background of any Advisor or Professional. It is solely your responsibility to conduct independent verification regarding any Advisor or Professional or other user with whom you interact, and we strongly recommend that you conduct this verification prior to communication with any other user via the Services or on a continuous basis.

Please note that this website and the services are not endorsed by, directly affiliated with maintained, authorized, or sponsored by, or in any way officially connected with any university or educational institution. The use on this website or any promotional print or video material of trademarked names and images is strictly for editorial and descriptive purposes, and no commercial claim to their use, or suggestion of sponsorship or endorsement, is made by Aluum.

2) REGISTRATION

To use certain features of the Services, you first need to sign up with Aluum and create an account on the Website or the App (“User Account”). A “Free User Account” is an Account for a user to use the Services for his or her own personal use without cost. A user who registers for a Free User Account is a “Free User”. A “Paid Entrepreneur Account” is an Account for a user to use the Services for his or her own personal use and access the premium features on the Services for a subscription fee. A user who registers for a Paid Account is a “Paid User”.

When signing up, you are obligated to provide us with certain information, such as your name, address, university alma mater, year of graduation, and proof of graduation (in one (1) or more forms listed on the registration form, such as, for example, an uploaded photograph of your diploma or submission of your LinkedIn user profile URL) (“Registration Information”). Once we have conducted our own verification of whether we believe the Registration Information provided is active, we will e-mail you and provide you with a personal user account to access your alumni network.

It is imperative that you provide accurate and truthful Registration Information about your identity during the registration process and answer any questionnaires or additional optional questions truthfully and accurately, so that we can identify Advisors or Professionals of interest on your behalf. By filling in the User Account information requested you represent and warrant to Aluum that all of the Registration Information you provide during this process is true, current, complete and correct, and will promptly update such information to ensure that it remains true, current, complete and correct. Aluum reserves the right to refuse or cancel your User Account or your use of the Services if Aluum determines that you have not provided true, current, complete and accurate Registration Information.

You must be 18 years of age or older and reside in a jurisdiction in which the Services are provided, to use the Services. If you reside in a jurisdiction that restricts the use of the Services because of age or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Services. You represent that you are of legal age to enter into a binding contract.

You also agree that you will not choose or use a user name that: (i) belongs to another person or is used with the intent of impersonating another person; or (ii) is subject to any rights of a person other than you without appropriate authorization. You may never use another person’s User Account or log in details to access the Services.

You may only use the Services for your own internal, personal, use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You are responsible for maintaining the confidentiality of your username and password that you designate during the User Account registration process and you are fully responsible for all activities that occur under your username and password. You agree that you will not share your username or password with anyone, and you must protect the security of your User Account and your password. You also acknowledge that you’re responsible for any activity associated with your User Account. You agree to immediately notify us of any unauthorized use of your username or password or any other breach of security relating to your User Account. Aluum will not be liable for any loss or damage arising from your failure to comply with this provision. You acknowledge and agree that you have been informed of the risks of transmitting your personal information by an unsecured means.

Please refer to the Aluum Privacy Policy at https://myaluum.com/privacy-policy for information on how Aluum collects, uses and discloses information about you.

3) RESTRICTIONS RELATED TO THE USE OF OUR SERVICES

As a condition of use, you agree not to use the Services for any purpose that is prohibited by the Terms or by applicable law. You may not (and shall not permit any third party to):

• Upload, post, or transmit to any other user, or otherwise make available any content or materials that (i) are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity, or (iii) constitute unauthorized or unsolicited advertising, junk or bulk e-mail;
• Impersonate any person or entity, including another user, or an employee of Aluum, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted;
• Upload, post, email, or otherwise transmit through the Services by any means, content, materials, or comments that could be characterized, or are intended, as “medical advice” or “protected health information”;
• Attempt to interfere with or disrupt our servers or networks;
• Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;
• Stalk or otherwise harass another user or any of our employees;
• Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users, any minors, or users, including user names or passwords, except as allowed by these Terms or when you have authorization to do so.
• Access or attempt to access another user’s account without his or her consent; or
• Violate the security of the Services or our Proprietary Materials (as defined below);
• Engage in commercial activities and/or sales without Aluum’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
• Use the Services in any way not expressly permitted by the Terms.

4) LICENSE AND LIMITATIONS ON USE

Unless otherwise specified in writing, the Services are for your personal and non-commercial use. The Services, including, without limitation, the Website, content, metadata, design, organization, compilation, look and feel, the source, object and HTML code and all other protectable intellectual property available through the Services (the “Proprietary Materials”) are the property of Aluum or the property of our licensors and are protected by copyright and other intellectual property laws throughout the world. Subject to the Terms , Aluum grants you a limited license to reproduce portions of the Proprietary Materials for the sole purpose of using the Services for your personal use. Unless otherwise specified by Aluum in a separate license, your right to use any and all Proprietary Materials is subject to the Terms. All rights regarding the Proprietary Materials not expressly granted in these Terms are reserved by Aluum, its suppliers and service providers. Unless you have our prior written consent, you agree not to: (i) copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone; (ii) rearrange, modify, create derivative works using, reverse engineer, translate, adapt, merge, disassemble, decompile or reverse compile any part of the Proprietary Materials; (iii) create, scrape or display our content for any purpose; or (iv) post any content from the Services to weblogs, newsgroups, mail lists or electronic bulletin boards.

By using the Services, you agree that your use:

• Will be for lawful purposes only and never for sending or storing unlawful material or use for fraudulent purposes;
• Will not cause nuisance, annoyance, disruption, or inconvenience to any service provider;
• Will not impair the proper operation of the network;
• Will only be through access points or wireless data account (AP) which you are authorized to use; and
• May involve standard messaging charges by your wireless provider, for which you will be solely responsible.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Aluum will not assess and charge for any calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing hello@myaluum.com.

5) RESPONSIBILITY FOR CONTENT

You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), including the Proprietary Materials, is the sole responsibility of the party from whom such Content originated. This means that Aluum has no responsibility for the Content provided, uploaded, posted, emailed, transmitted or otherwise made available through the Services by you (“Your Content”).

You acknowledge that Aluum has no obligation to pre-screen Content, although Aluum reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By agreeing to the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Aluum pre-screens, refuses or removes any Content, you acknowledge that Aluum will do so for Aluum’s benefit, not yours. Without limiting the foregoing, Aluum shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

6) POSTING TERMS

The Services enable users to create postings for job opportunities, the opportunity to purchase goods or services, or other opportunities (“Opportunity Postings”), that are accessible by others. As a Paid User, you may reach out to all other Users (including those Users outside of your university or post-secondary education network) in three (3) ways. A Paid User may promote his or her Opportunity Posting by: (1) posting in the Marketplace section of the Services; (2) sending mass messages (each, an “InMail”) to all Users; and (3) running banner ads to be viewed by all Users. You agree that you will not, or permit any third party to create any Opportunity Posting that: (i) contains any URLs or other links to third party websites; (ii) infringes upon or misappropriates, or otherwise violates any third party’s intellectual property rights, including copyrights, trademarks, and/or trade secrets, or rights of privacy/publicity; (iii) uses any key words, metatags or other “hidden text” that infringes upon any third party’s trademark rights or which are otherwise irrelevant to the Opportunity Posting; (iv) is discriminatory, or promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening, or promotes violence or actions that are threatening to any other person; (vi) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (vii) is disparaging, embarrassing or offensive to any other person or entity; or (viii) contains any false, inaccurate, fraudulent or misleading information, opinions or notices (commercial or otherwise).

Opportunity Postings must contain sufficient detail to convey to other users, in a clear manner, the nature, details, and requirements of the opportunity. One Opportunity Posting may be posted for each opportunity, and you agree that you shall not advertise or promote more than one opportunity per Opportunity Posting.

You agree that, in connection with any Personal Information you receive from Aluum about its users in connection with any Opportunity Posting, that you will promptly take such actions and provide such information as Aluum may request to help it fulfill requests of individuals to exercise their rights under the California Consumer Privacy Act of 2018 (“CCPA”) and other applicable privacy laws, including, without limitation, requests to access, delete, opt out of the sale of, or receive information about the processing of, Personal Information pertaining to them. [To the extent that Aluum informs you that a user has requested to opt out of the sale of their Personal Information, you/You] agree that you will not (a) Sell such Personal Information or (b) retain, use, or disclose any Personal Information for any purpose other than in connection with and for the specific purpose of the Opportunity Posting. For the purposes of this paragraph, the terms “Personal Information” and “Sell” shall have the meanings set forth in the CCPA.

You acknowledge that Aluum has no obligation to pre-screen any Opportunity Posting, although Aluum reserves the right in its sole discretion to pre-screen, refuse or remove any Opportunity Posting that Aluum determines, in its sole discretion, violates this Section 6, is in the best interests of users or otherwise detracts from the user experience.

We do not have control over the quality, timing, legality, failure to provide, goods or services sold by Users, or of the integrity, responsibility, or any actions of any Users. Aluum makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions.

When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. Neither Aluum nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the services. Aluum and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the services.

7) OWNERSHIP

Except with respect to Your Content, you agree (i) that you have no right, title, or interest in or to any Content that appears on or in the Proprietary Materials, and (ii) that Aluum and its suppliers and service providers own all rights, title and interest in the Proprietary Materials (including but not limited to, any titles, computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, or chat transcripts). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Proprietary Materials.

8) USER CONDUCT

As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party) to either (a) take any action or (b) make available any content on or through the services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Aluum’ prior written consent; (v) impersonates any person or entity, including any employee or representative of Aluum; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by these Terms; (vii) manipulates the price of any listed item or interferes with a User profile or Opportunity Postings; (ix) transfers your account and username to another party without our consent; (x) bypasses our robot exclusion hardware, interferes with the working of the Services, or imposes an unreasonable or disproportionately large load on our infrastructure; (xi) uses the Services to collect, harvest, transmit, distribute or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card or account numbers without their permission; (xii) takes any action that may undermine our feedback or ratings systems; (xiii) breaches or circumvents any laws, third party rights or our systems, policies, or determinations of your account status; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

9) PAYMENT

You agree to pay all fees or charges to your User Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.

We may use a third-party payment processor (the “Payment Processor”) to link us to your credit card account. The processing of payments or credits, as applicable, in connection with your use of the Services will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms. We are not responsible for any errors by the Payment Processor or your credit card issuer. In connection with your use of the Services, Aluum will obtain certain transaction details, which we will use solely in accordance with our Privacy Policy.

10) CANCELLATIONS

If you choose to cancel your User Account or your Services, all you have to do is email hello@myaluum.com. If you cancel your User Account, you will not be eligible for a refund of any portion of the Services you have already purchased.

11) THIRD-PARTY WEB SITES, PRODUCTS, AND SERVICES

The Services, including our Website, may link to or promote user or third-party websites, products and/or services, or offer you the ability to download software from other companies. You agree that Aluum is not responsible for, and does not control, those websites, products or services. Aluum encourages you to be aware of this when you leave the Website or click on links controlled by third parties, and to read the legal notices and privacy policies of each and every location you visit. Your use of a third party product, service or website will be subject to such third party’s terms of use, privacy policy, and any other applicable terms and conditions. Aluum provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites, products or services, and you use all such links at your own risk.

12) UPDATES TO TERMS

Please note that these terms are subject to change by Aluum in its sole discretion at any time. We are constantly trying to improve our Services, so these Terms may need to change along with the Services. Aluum reserves the right to modify or change the Terms at any time. The most current copy of the Terms will be posted and available for review on the Website. We will also update the “Last Updated” date at the top of the Terms. If you do not agree with the new Terms after receiving notice of changes, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. Please regularly check the website to view the then-current terms.

13) PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

It is Aluum’ policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Aluum by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Aluum’ DMCA Agent for notice of claims of copyright infringement is as follows:

• Aluum
• Attention: Copyright Agent
• 15051 N. Kierland Blvd, Suite 300, Scottsdale, AZ 85258
• Email: hello@myaluum.com

14) TERM AND TERMINATION

These Terms will commence as of the date you first accept them (as described in the preamble) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms. If you want to terminate these Terms you may do so by contacting us at hello@myaluum.com. We may terminate these Terms and/or suspend your access to the Services upon notice to you, in the event you breach any material term herein, your User Account remains inactive until you provide us with a reason for your breach, or if we are required to do so by law (e.g., where the provision of the Website or the Services is or becomes unlawful). Aluum also has the right to terminate the You agree that all terminations for cause shall be made in Aluum’ sole discretion and that Aluum shall not be liable to you or any third party for any termination of your User Account.

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files, and content associated with or inside your User Account. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that termination of Services may involve deletion of your information and content in your User Account. All provisions of these Terms, which by their nature should survive, shall survive termination of Services, including without limitation ownership provisions, warranty disclaimers and limitations of liability.

15) INVESTIGATIONS; DISPUTES WITH OTHER USERS

Aluum may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Aluum shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Aluum does not generally monitor user activity occurring in connection with the Services or Content, if Aluum becomes aware of any possible violations by you of any provision of the Terms, Aluum reserves the right to investigate such violations, and Aluum may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

You are solely responsible for your interactions with other users with you interact with through the Services; provided, however, we reserve the right, but have no obligation, to intercede in such disputes. You agree that Aluum is not responsible for any liability incurred as the result of such interactions.

16) WARRANTY AND CONDITIONS DISCLAIMER

You expressly understand and agree that to the extent permitted by applicable law, your use of the services is at your own risk. Aluum, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Aluum Party” and collectively, the “Aluum Parties”) do not guarantee that you will find the services relevant, useful, correct, satisfactory or suitable to your needs. We do not guarantee that any advisor or professional is categorized correctly or will be correctly matched to you or that any transaction, agreement, understanding, communication, interaction, or other relationship will result from such a match. The Aluum Parties expressly disclaim all representations, warranties and conditions about the accuracy, completeness, reliability, timeliness or efficacy of the content of the services, and assume no liability or responsibility to you or any minor for whom you are responsible for any errors, mistakes, or inaccuracies in such content or in the services provided by Aluum, or information and advice provided by an advisor or through our website. You expressly understand and agree that to the extent permitted by applicable law, your access to, and use of, the services, and the content and service available through the foregoing is on an “as-is” and “as available” basis, with all faults, and the Aluum Parties specifically disclaim all representations, warranties and conditions of any kind, whether express or implied, including, without limitation, any representations, warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. Aluum does not warrant or make any representations regarding the use or the results of the use of the products, offerings, content, and materials available through the services, including without limitation the availability, use, or results of information, content, product, or service provided by any advisor or professional. Any content downloaded from or otherwise accessed through the services is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the services, or any other loss that results from accessing such content.

From time to time, Aluum may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Aluum’s sole discretion. The provisions of this section apply with full force to such features or tools.

17) LIMITATION OF LIABILITY

To the fullest extent permissible under applicable law, in no event will the Aluum Parties be liable to you or any third party for any indirect, punitive, exemplary, incidental, special or consequential damages (whether in contract, tort (including negligence), or otherwise) arising out of or in connection with these terms, or the use of, or the inability to use, the services including, without limitation, any information or data made available through the services or any services performed by any advisors that you connect with via the services (including claims of medical malpractice), even if we are advised beforehand of the possibility of such damages. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability of the Aluum Parties for all claims (whether in contract, tort (including negligence or otherwise)) of every kind arising out of these or in connection with these terms will not exceed (a) the amount of fees paid during the preceding 12 month period prior to the act, omission or occurrence giving rise to such liability, or (b) the remedy or penalty imposed by the statute under which such claim arises. If any portion of this limitation of liability is found to be invalid, the Aluum Parties’ liability shall be limited to the extent permitted by applicable law.

18) INDEMNITY

You agree to indemnify and hold the Aluum Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Services; (c) your violation of these Terms; (d) your violation of any rights of another party, including any Advisors or Professionals; or (e) your violation of any applicable laws, rules or regulations. Aluum reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Aluum in asserting any available defenses. This provision does not require you to indemnify any of the Aluum Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your User Account, the Terms and/or your access to the Services.

19) ASSIGNMENT

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your User Account, in any way (by operation of law or otherwise) without Aluum’s prior written consent. Aluum may assign its rights and obligations under these Terms. These Terms will inure to the benefit of Aluum’s successors, assigns, and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms, or to exercise any right under these Terms, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

20) GOVERNING LAW AND CHOICE OF FORUM

You agree that these Terms, as well as any and all claims arising from these Terms, will be governed by and construed in accordance with the laws of the State of Delaware, United States of America applicable to contracts made entirely within Delaware and wholly performed in Delaware, consistent with the Federal Arbitration Act, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of these Terms or in any way related to the Service will be an appropriate federal or state court located in Maricopa County, Arizona. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

21) DISPUTES

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. PLEASE BE AWARE THAT THIS SECTION 21 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND ALUUM HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 21INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ALUUM BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 21 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Aluum agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Services or the Terms of Use and prior versions of the Terms of Use, including claims and disputes that arose between us before the effective date of these Terms of Use (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Aluum may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Aluum may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms of Use as well as claims that may arise after the termination of these Terms of Use.

Informal Dispute Resolution. There might be instances when a Dispute arises between you and Aluum. If that occurs, Aluum is committed to working with you to reach a reasonable resolution. You and Aluum agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Aluum therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Aluum that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to hello@myaluum.com or regular mail to our offices located at 15051 N. Kierland Blvd, Suite 300, Scottsdale, AZ 85258. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Waiver of Jury Trial. You and aluum hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Aluum are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief. You and Aluum agree that, except as specified in the section entitled “batch arbitration,” each of us may bring claims against the other only on an individual basis and not on a class, representative, or collective basis, and the parties hereby waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Only individual relief is available, and disputes of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Aluum agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Aluum from participating in a class-wide settlement of claims.

Rules and Forum. The Term of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Aluum agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Aluum otherwise agree, or the Batch Arbitration process discussed in the section entitled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

You and Aluum agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the section entitled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Aluum need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Aluum agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Aluum by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Aluum.

You and Aluum agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Aluum, 15051 N. Kierland Blvd, Suite 300, Scottsdale, AZ 85258 or hello@myaluum.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Aluum account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Invalidity, Expiration. Except as provided in the section entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Aluum as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. Not withstanding any provision in these Terms to the contrary, we agree that if Aluum makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Aluum at 15051 N. Kierland Blvd, Suite 300, Scottsdale, AZ 85258, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Termsand did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms of Use, the provisions of this Arbitration Agreement as of the date you first accepted the Terms of Use (or accepted any subsequent changes to these Terms of Use) remain in full force and effect. Aluum will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

22) CONSUMER COMPLAINTS

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

23) INTERNATIONAL USERS

The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Aluum intends to announce such Services or Content in your country. The Services are controlled and offered by Aluum from its facilities in the United States of America. Aluum makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

24) MISCELLANEOUS

These Terms constitutes the entire agreement between us and you with respect to the subject matter contained in these Terms and supersede all previous and contemporaneous agreements, proposals and communications, written or oral, related to that subject matter. We may discontinue or change the Services, or its/their availability to you, at any time. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are available through the Services. In the event of any conflict between any such third-party terms and conditions and these Terms, these Terms will govern. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. These Terms are not intended to benefit any third party, and do not create any third party beneficiaries except as set forth in these Terms. Accordingly, these Terms may only be invoked or enforced by you or us. Any and all provisions of these Terms that would reasonably be expected to be performed after the termination or expiration of these Terms shall survive and be enforceable after such termination or expiration including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.