THESE TERMS AND CONDITIONS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US OR OUR AGENTS AND REPRESENTATIVES (INCLUDING ANY THIRD PARTY BENEFICIARY OF THESE TERMS) ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).

1. Binding Agreement. By signing up for Mobile Text Message Alerts (also the “Service”) and/or continuing to receive such mobile alerts to your mobile number, you agree to be bound by these Terms and Conditions (“Terms”). Your participation in the Service and your continued receipt of mobile alerts is affirmation of your consent to these Terms and any changes.

2. Our Service. By texting providing your mobile number and clicking the “opt-in” button on a mobile registration website, you consent to receive automated mobile text messages regarding events, offers and promotions from the individual or entity associated with phone number indicated on the registration form (“Sponsor”), which are delivered by Sponsor through use of a third party messaging platform (the “Platform”) provided by The Texting Company, Inc., d/b/a Texting Base (“Texting Base”) (Sponsor and Texting Base are collectively referred to herein as “we” or “us” or “our”), even if your mobile number is registered on any state or federal Do Not Call list. You will receive SMS and/or MMS messages with promotional content, including coupons, advertisements, events, polls, giveaways, downloads and information alerts from us or third parties on our behalf. The Service is only available to customers of select carriers, with compatible handsets. You understand that you do not have to sign up for this Service in order to make any purchases, and your consent is not a condition of any purchase. Your participation in the Service is completely voluntary. You consent to receive mobile text messages using automated technology, including through an automatic telephone dialing system or auto-dialer. References to Texting Base or uses of the collective terms “we” or “us” or “our” in these Terms are not intended to imply an agency, employment, or corporate relationship between Sponsor or Texting Base, which are independent parties. At all times, Sponsor is solely responsible for and has sole control over the content, timing, and recipients of any text messages sent by Sponsor using the Platform.

3. Eligibility and Use Requirements. By subscribing to the Service, you confirm that you are over the age of majority in your state of residence. You verify that any contact information provided to us, including, but not limited to, your name, mailing address, email address, telephone number(s), and/or mobile number(s), is true and accurate. You represent and warrant that you are the current subscriber and/or primary user of the mobile number registered and authorized to incur any message or data charges that may be charged by your carrier. You are strictly prohibited from registering a mobile number that is not your own. If we discover that any information provided in connection with your subscription is false, inaccurate, or in violation of the above representations and warranties, we may suspend or terminate your access to the Service at any time. Should any of your contact information change, including ownership of your mobile number(s), you agree to immediately notify us before the change goes into effect by replying STOP to any text message you receive from us.

4. How to Cancel Your Subscription. You may revoke consent or opt-out from receiving mobile messages at any time by replying STOP to any text message you receive from us. You consent to receive an additional text message confirming your opt-out request. For help, send a text message with the word HELP in response to any text message you receive from us. Please allow up to five (5) business days to process your request. It is your sole obligation to notify us that you do not want to receive mobile alerts by replying STOP to any text message you receive from us. You waive any rights to bring claims for unauthorized or undesired text messages by failing to opt-out immediately or by failing to follow these instructions. Please note that if you opt out of automated text messages, we reserve the right to send non-automated text messages to you. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.

5. Changes in Mobile Ownership/Indemnity. If you relinquish ownership of the mobile number associated with your subscription, you agree to immediately notify us by replying STOP to any text message you receive from us. You agree to indemnify, defend and hold Sponsor and Texting Base harmless for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act (“TCPA”) or state law equivalents, relating to your provision of a mobile number that is not owned by you and/or your failure to notify us of any changes in mobile ownership. You agree to indemnify, defend and hold Sponsor and Texting Base harmless from and against any and all such claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees). We shall have the exclusive right to choose counsel, at your expense, to defend any such claims. You must notify us immediately of any breach of security or unauthorized use of your mobile device. Although Sponsor and Texting Base will not be liable for losses caused by any unauthorized use of your mobile phone, you may be liable for the losses of Sponsor, Texting Base, or others due to such unauthorized use. If you get a new mobile number, you will need to sign up your new number for the Service.

6. Costs. The Service is free, but message and data rates may apply from your carrier. Check your mobile plan and contact your mobile carrier for details. You are responsible for obtaining and maintaining all mobile devices and other equipment and software, and all internet service we, mobile service, and other services needed to access and use the Service, and you are solely responsible for all charges related to them, including charges from your mobile carrier. Your obligations under this Section will survive termination of these Terms.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SPONSOR OR Texting Base BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SPONSOR OR Texting Base HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THESERVICE, FROM INABILITY TO USE THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICE, OR THE PLATFORM GENERALLY. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR ANY LINKS TO WEBSITES SENT TO YOU VIA THE PLATFORM, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR ANY LINKS TO WEBSITES SENT TO YOU VIA THE PLATFORM. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Release of Claims. You hereby release and hold Sponsor and Texting Base harms from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to text messages, the Service, or the Platform, including, without limitation, any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

9. Arbitration Agreement and Class Action Waiver.

PLEASE READ THIS ENTIRE SECTION CAREFULLY, AS YOU ARE WAIVING CERTAIN LEGAL RIGHTS IN THE EVENT OF ANY DISPUTE WITH US AND ARE AGREEING TO BINDING INDIVIDUAL ARBITRATION, AMONG OTHER THINGS.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates in any way to the Service, these Terms, the Platform, or any text messages received by you, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Sponsor’s or Texting Base’s actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 9(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section 9(A). Your notice to Sponsor must be sent by replying to any text message from us with “Notice of Dispute” and then providing a written description of the dispute. Your notice to Texting Base must be sent via email to help@textingbase.com, along with a written description of the dispute. The written description included in your notice must be on an individual basis and provide at least the following information: your name; the nature or basis of the claim or dispute; the date of any purchase or transaction at issue (if any and if available), and the relief sought. For a period of sixty (60) days from the date of receipt of notice from the other party, we and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, through an informal telephonic dispute resolution conference between you and us (or any third party beneficiaries of these Terms involved in the dispute) in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or us to resolve the Dispute or Excluded Dispute on terms with respect to which you and us, in each of our sole discretion, are not comfortable. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Certain portions of this Section 9(A) are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and we agree that we intend that this Section 9(A) satisfies the “writing” requirement of the Federal Arbitration Act (“FAA”).

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 9(A) within sixty (60) days of receipt of the notice, then ANY DISPUTE ARISING BETWEEN YOU AND US OR ANY THIRD PARTY BENEFICIARY OF THESE TERMS (whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, any other intentional tort or negligence), common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory), whether arising before or after the effective date of these Terms, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. The FAA, not state law, shall govern the arbitrability of all disputes between you and us or any third party beneficiary of these Terms regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. We and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 9(J) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and us or any third party beneficiary of these Terms regarding these Terms, the Service, and/or the Platform, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles. An Excluded Dispute will only be subject to binding arbitration pursuant to this Section 9 if the parties mutually agree. Any Dispute will be resolved solely by binding arbitration in accordance with the then-current: (i) Consumer Arbitration Rules of the American Arbitration Association “AAA”) then in effect since the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1; and if such Consumer Arbitration Rules do not apply then: (ii) the Commercial Arbitration Rules (collectively, “Rules”) of the AAA, except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing, then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Sponsor or Texting Base consent to in writing. It is the express intention of the parties that third party beneficiaries of these Terms may include, but will not necessary be limited to, any agents, vendors, affiliates, employees, officers, owners, successors, or assigns of Sponsor or Texting Base, and that such parties may initiate arbitration.

C. Arbitration Process. If after sixty (60) days the informal dispute resolution procedure set forth in Section 9(A) above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf

(Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the Rules. The arbitration may be conducted by telephone or based on written submissions, and if an in-person hearing is required, then it will be conducted in the county where you live or at another mutually agreed upon location. You and we will pay the administrative and arbitrator’s fees and other costs (and please note that you will be responsible for a portion or percentage of such fees) in accordance with the requirements of the Rules; but if the Rules (or other applicable arbitration rules or laws) require Sponsor or Texting Base to pay a greater portion or all of such fees and costs in order for this Section 9 to be enforceable, then Sponsor or Texting Base will have the right to elect to pay the fees and costs and proceed to arbitration. Except as set forth in Section 9(D), the arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the Rules, and these Terms. The arbitrator’s award of damages and/or other relief must be consistent with the terms of the Limitations of our Liability Section above as to the types and the amounts of damages or other relief for which a party may be held liable. If a claim is brought seeking public injunctive relief and a court determines that the restrictions prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court and any individual claims will be arbitrated. In such a case, the court shall stay the claim for public injunctive relief until the arbitration pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. If the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), Sponsor or Texting Base will have the right to recover its attorneys’ fees and expenses. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

D. Special Additional Procedures for Mass Arbitration. If twenty-five (25) or more similar claims are asserted against Sponsor or Texting Base by the same or coordinated counsel or are otherwise coordinated, you understand and agree that the resolution of your Dispute might be delayed. You also agree to the following coordinated bellwether process and application of the AAA Multiple Consumer Case Filing Fee Schedule. Counsel for the claimants and counsel for Sponsor or Texting Base shall each select five (5) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process; the parties may but are not required to agree in writing to modify the number of cases to be included in the bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this provision. In the bellwether process, a single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the bellwether process unless the parties agree otherwise. After decisions have been rendered in the first ten (10) cases, Sponsor or Texting Base and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the bellwether cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. After decisions have been rendered in the second group of twenty (20) cases, Sponsor or Texting Base and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the decided bellwether cases; if a global settlement cannot be reached in the second mediation, the parties also may discuss with the mediator the process for resolving the remaining cases with the benefit of the decisions in the first two (2) rounds of bellwether cases; the parties are not required to agree to any modifications to the process set forth herein. Absent a settlement or agreement to modify the procedure for arbitrating the remaining cases, in order to increase the efficiency of administration and resolution of arbitrations, the arbitration company shall: (i) administer the arbitration demands in batches of fifty (50) demands per batch (to the extent there are fewer than fifty (50) arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one (1) arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. You agree to cooperate in good faith with Sponsor or Texting Base and the arbitration company to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “batch arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. Sponsor or Texting Base does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 9(D). The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this Section_10(D) from the time of the first cases are selected for a bellwether process until the time your case is selected to proceed, withdrawn, or otherwise resolved. A court shall have authority to enforce this Section 9(D) and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Sponsor or Texting Base.

E. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 9(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 9(A); (b) filing for arbitration with JAMS as set forth in Section 9(B); or (c) filing an action in state or Federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.

F. Injunctive Relief. The foregoing provisions of this Section 9 will not apply to any legal action taken by Sponsor or Texting Base to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Platform, the Services, any content of any text messages and/or our intellectual property rights (including such rights that Sponsor or Texting Base may claim that may be in dispute), our operations, and/or our products or services (including the Platform or Service).

G. No Class Action Matters. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Except as expressly contemplated for mass arbitrations set forth in Section 9(D), Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 9(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 9(F). Notwithstanding any other provision of this Section 9, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. Notwithstanding any other provision of this Agreement, if the foregoing class action waiver and prohibition against class arbitration is determined to be invalid or unenforceable, then this entire arbitration agreement shall be void. If any portion of this arbitration agreement other than the class action waiver and prohibition against class arbitration is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration agreement.

H. Federal and State Courts in Los Angeles County, California. Except where arbitration is required above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Los Angeles County, California first or, if jurisdiction or venue is not proper in such courts, then in any state or Federal Court having proper jurisdiction over Sponsor or Texting Base. Accordingly, you and we consent to the exclusive personal jurisdiction and venue of such courts for such matters.

I. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court on an individual basis for disputes and actions within the scope of such court’s competent jurisdiction.

10. Changes to Terms. Our Terms may be modified and/or we may cease offering the Service. YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR AGREEMENT TO THE NEW TERMS.

11. General. No waiver of any of the provisions of these Terms shall be deemed or shall constitute a waiver of any other provisions. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which shall otherwise remain in full force and effect. The Terms constitute the entire agreement between you and us and govern your use of the Service, superseding any prior agreements between you and us. These Terms and your relationship with us shall be governed by for Texting Base) the laws of the State of California or by (for Sponsor) the laws of the state where Sponsor is located, without regard to its conflict of law provisions.