THE PRODIGI.COM

As of the date shown the Terms and Conditions of Service described at https://www.theprodigi.com/terms) shall prevail in all respects. Welcome to the Prodigi (“the Prodigi” or “the Prodigi TV” or “Prodigi”) service hosted at www.theprodigi.com and other affiliated websites and mobile phone applications (collectively, the “Service”). These Terms of Service and other referenced policies explain:

• how The Prodigi provides its online service to you, as a user, when you apply and qualify for an the Prodigi account
• the terms and conditions under which we provide the The Prodigi Service; and
• the terms and conditions for using our website at www.theprodigi.tv, the The Prodigi mobile application, or elements of The Prodigi’s technology platform (such as group affiliation widgets present on its client’s websites) (collectively, the “Website”).

Provision of the Service and your acceptance of all applicable terms and conditions, policies, and all other obligations upon you, will be governed by Delaware law and controlling U.S. Federal law, or where indicated, other applicable international laws. NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THE TERMS OF SERVICE INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE PRODIGI.

Please read these Terms of Service carefully. By signing-up to use the The Prodigi Services you acknowledge that you have read, understood, and agreed to be bound to all the terms of these Terms of Service as well as the policies referenced in these Terms of Service, including our Privacy Policy, Biometric Data Privacy Policy, Cookie Policy and Credential Policy, and other policies that The Prodigi may from time to time issue. If you do not agree to these terms, please do not access, or use the Service or Website. Global Minimum Age Requirements: Persons under the age of 18 may not use the Service or Website. The Service and Website are neither intended for nor designed to be used by anyone under the age of 18. The Website and Service are intended solely for persons who are 18 years of age or older. Any access to or use of the Website or Service by anyone under 18 years of age is expressly prohibited. By accessing or using the Website or Service, you represent and warrant that you are 18 years old or older.

If we decide to change these Terms of Service, we will post those changes to this page so that you are aware of them. We reserve the right to modify these Terms of Service at any time, so please review it frequently. If we make material changes to these Terms of Service, we will notify you here, by email, or by means of notice on our home page. Unless otherwise noted by us, your continuing use of The Prodigi’s services after we have notified you of any changes to these Terms of Service will indicate your agreement to all changes. If, at any time, you do not agree to any terms of The Prodigi’s applicable Terms of Service you may close your account.

The Service we Provide. The Prodigi Service offers content creators and/or producers with a more expansive toolset to better distribute and monetize their content while enhancing the ability to showcase their creations to a wider audience while also providing a platform where Subscribers can enjoy content not normally made available for large scale viewership. In addition, The Prodigi provides its registered subscribers (“Subscribers”) with access to certain exclusive benefits, including without limitation, deals, discounts, and opportunities from time to time. This process is further described in our Privacy Policy.

Prior to using the Prodigi Service, you must indicate that you understand and agree to be bound by these Terms of Service. From time to time, (e.g., when we are validating your Prodigi account, when we are re-confirming or re-validating the information in your account, and/or when you are renewing your registration with The Prodigi or its Services), we may, request that you reaffirm your understanding and agreement to be bound by these Terms of Service.

In addition, the Prodigi’s Privacy Policy gives you details of how we protect the personal information you provide to us.

Your Obligations. By using the the Prodigi Service, you expressly agree that:

• 1. your identity, as established by the information that you submit, matches the identity you claim while using the Prodigi Service
• 2. all information provided by you is complete and correct.

Please note that Subscribers may only use their Prodigi account to verify their own identity, and any use by a party other than the Subscriber, to verify the Subscriber’s identity or to receive any benefits or Discounts, will be considered a material misrepresentation. The Prodigi , in its sole discretion, may immediately revoke a Subscriber’s account upon learning of a violation of any terms contained herein, including, but not limited to inappropriate use of a Subscriber’s Prodigi account, and reserves the right to seek all other available remedies, in law or in equity.

Any unauthorized use of the Prodigi Service, platform or website, including without limitation for any commercial or competitive purpose is strictly prohibited and may result in suspension or termination of your account. In addition, you must NOT:

• Falsely claim an identity other than your own or one you are establishing on behalf of another person with their specific authority;
• Falsely claim that you possess or use a validated account;
• Falsely claim that you possess or use a validated account;
• Collect information about The Prodigi, the platform, website or users of the Prodigi without The Prodigi’s written consent;
• Modify, frame, render (or re-render), mirror, truncate, inject, filter or change any content or information contained on the Prodigi platform or website, without The Prodigi’s written consent;
• Use any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Website or any portion thereof;
• Disguise the origin of information transmitted to, from, or through the Prodigi platform;
• Circumvent any measures implemented by the Prodigi aimed at preventing violations of the Terms of Service.

In addition to violating the Terms of Service of the Website, any of the foregoing actions on your part, or on behalf of any entity you are representing, constitutes intentional, unauthorized access of the Prodigi’s protected computer, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.

All materials provided through the Prodigi platform, website, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content and services (“Materials” or “Content”), are provided either by The Prodigi or by respective third-party authors, developers or vendors (“Third Party Content Providers”) and are the copyrighted works of The Prodigi and/or its Third Party Content Providers (or is permitted/licensed to be used by Third Party Providers), unless specifically provided otherwise. Except as stated herein, none of the Materials may be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of the Prodigi and/or a Third-Party Content Provider. Also, you may not “mirror” or “archive” any Materials contained on the Website on any other server without the Prodigi’s prior express written permission. Except where expressly provided otherwise by the Prodigi, nothing on the Website shall be construed to confer any license or ownership right in or to the Materials, under any of the Prodigi’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by the Prodigi. The Prodigi does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by the Prodigi. Any unauthorized use of any Materials contained on the Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes. It is your obligation to comply with all applicable state, federal and international laws. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password.

Termination of Your account. You or we may suspend, revoke, or terminate your account, the Prodigi account, or your use of this Service at any time, for any reason or for no reason and without notice. In such an event, we will protect your personal information as set forth in our Privacy Policy. Despite any suspension, revocation or termination, you remain personally liable for any orders that you place or charges that you incur prior to termination

Termination of the Prodigi’s Service. In the unlikely event that the Prodigi terminates the overall provision of its service, the Prodigi may protect and/or destroy your Personally Identifiable Information in accordance with our Privacy Policy.

Except where expressly provided otherwise by the Prodigi, all comments, feedback, information and data submitted to the Prodigi through, in association with or in regard to the Service, platform, website, and/or any other Prodigi goods or services (“Submissions”) shall be considered non-confidential and the Prodigi’s property. You represent that you have the right to grant the Prodigi these rights. The Prodigi shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not the Prodigi, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.

You will not post any Submission that (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity.

The Prodigi reserves the right, but disclaims any obligation or responsibility, to (a) refuse to post or communicate or remove any Submission from any the Prodigi site that violates these Terms of Service and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information, when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, compliance with a

court order or subpoena, or (ii) help to enforce these Terms of Service and/or protect the safety or security of any person or property, including the Prodigi Service, platform, and/or website. Moreover, we retain all rights to remove Submissions at any time for any reason or no reason whatsoever. All Submissions must be true, and in accordance with the rights of privacy and publicity and all federal, state, and international law. You may not upload an image or any likeness of another without their consent. If you do so, the Prodigi reserves the right to cancel or suspend your account. Furthermore, the Prodigi reserves the right to cancel or suspend your account, if in its sole discretion, it believes you are using the Prodigi for improper purposes, or any purpose inconsistent with its business.

The Prodigi does charge Subscribers a monthly subscription fees for registering and/or using the Service, platform, and/or website which may be collected monthly or on an annual basis (solely at the discretion of the Prodigi) and described through the Prodigi.tv platform.

In no event shall the Prodigi be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages to your computer, telecommunication equipment, or other property and/or for loss of data, content, images, revenue, profits, use or other economic advantage, arising out of, or in any way connected with these terms, including but not limited to the accessing or use of, or inability to use, the platform, website or the Prodigi Service, regardless of cause, whether in an action in contract or negligence or other tortious action, even if the party from whom damages are being sought has been previously advised of the possibility of such damages. The limitation of liability set forth in this section shall not apply in the event of customer’s breach or related to its indemnity obligations. This paragraph shall not affect the rights listed below in the section titled “Indemnities”. To the extent allowed by law, in no event shall the aggregate liability of the Prodigi exceed $100.00.

You are being granted solely a revocable, limited license, in compliance with these terms. All rights not granted to you in the Terms of Service are expressly reserved by us.

You grant to the Prodigi and its Third-Party Content Providers the non-exclusive, worldwide right to use, copy, transmit and display any data, information, Content or other Materials, provided to the Prodigi by you in the course of accessing and/or using the Service, platform, and/or Prodigi website. Notwithstanding the foregoing, the Prodigi’s obligations regarding identification and other information concerning your personal information shall be governed by the terms of its Privacy Policy.

Each party represents and warrants that it has the power and authority to enter these Terms. The Prodigi warrants that it will provide the platform, website, and the Prodigi Service in a manner consistent with its business practices, as the Prodigi, in its sole and absolute discretion, deems fit. You represent and warrant that any information you provide in connection with the Prodigi Service is accurate and current and that you have the right to provide such information.

Except where expressly provided otherwise by the Prodigi, the Prodigi Service, platform, and website are provided “as is” and “as available.” Except for the express warranties set forth herein, the Prodigi hereby disclaims all express or implied representations, warranties, guarantees, and conditions regarding the Prodigi Service, platform, and website including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. Except to the extent that such disclaimers are held to be legally invalid, the Prodigi makes no representations, guarantees, or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the website, platform, and the Prodigi Service, materials associated therewith, or the results you may obtain by accessing or using the website, platform, and the Prodigi Service or materials associated therewith. Without limiting the generality of the foregoing, the Prodigi does not represent or warrant that (a) the operation or use of the platform, website, the Prodigi Service, or materials will be timely, secure, uninterrupted, or error-free. You acknowledge that the Prodigi controls the transfer of data over communications facilities, including the internet, and that the platform, website, and the Prodigi Service may be subject to limitations, delays, interception and other problems inherent in the use of such communications facilities. The Prodigi is not responsible for any delays, delivery failures, or other damage resulting from such problems.

You will defend, indemnify, and hold the Prodigi harmless against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim by a third party related to your use of the platform, website, and the Prodigi Service.

You will comply with all applicable local, state, national and foreign laws, treaties, regulations, and conventions in connection with your use of the platform, website, and the Prodigi Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which the Prodigi controls and operates platform, website, and services associated therewith. Furthermore, you expressly agree not to violate any rights of publicity or privacy of any person, nor defame any person or entity. You are responsible for maintaining accurate account information at all times, including valid email address information. You are responsible for keeping your email address, passwords, account numbers, and other account information confidential. The Prodigi is entitled to act on instructions received under your username and password. The Prodigi is not responsible for any credits or debits made to your account by someone else who uses your password. The Prodigi will not be responsible for any losses or liabilities incurred through the use of your password by a third party. You authorize the Prodigi to disclose to third parties, information you have provided, or information that the Prodigi has obtained about your Prodigi account, as further set forth in our Privacy Policy.

For general changes which do not affect the collection or handling of users’ personal information in a more restrictive way, the Prodigi may give notice by means of a general notice on the platform, service, and/or website, electronic mail to your email address on record in the Prodigi’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Prodigi’s billing account information. You may give notice to The Prodigi at any time by letter sent by letter delivered by registered mail with return receipt to: The Prodigi 3015 RN Martin Street, Atlanta, Georgia 30344. The Prodigi may make material change to the Service that affects the prior or ongoing collection, use, dissemination, or maintenance of a user’s personal information, and will notify you of these changes as set forth in our Privacy Policy.

The Prodigi offers the following process to help you resolve a complaint or Dispute (as defined below) that you may have with the Prodigi for any services offered via the platform, website, or Service. Step 1. Notice of Dispute. You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a “Notice of Dispute” online at the approprite customer portal with any supporting documents or other information online or by U.S. Mail to: The Prodigi, 3015 RN Martin Street, Atlanta, Georgia 30344 A “Notice of Dispute” is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us. Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within a reasonable time from the date the Notice of Dispute is received by us. If an agreement cannot be reached within one hundred eighty (180) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below. You agree that the term “Dispute” in this Agreement will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the platform, website, or the Service, any transaction or relationship between us resulting from your use of the platform, website, or Service, communications between us, the purchase/order/use of goods or services from the platform, website, or the Agreement embodied by the Terms of Service or Privacy Policy – whether in contract, warranty, tort, laws, or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision. Step 2. Arbitration. If your Dispute is not resolved within one hundred eighty (180) days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us. As we explain below, you and we also may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement. By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class Subscriber) all Disputes in a court before a judge or jury. Instead, a neutral arbitrator will resolve all Disputes.

Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any form will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Choice of Law and Forum Selection. You agree that the laws of the State of Delaware govern this agreement and any claim or Dispute or issues arising from it, without regard to Delaware’s conflict of laws rules.

These Terms represents the parties’ entire understanding relating to the use of the Service, platform, and the website, and supersedes any prior or contemporaneous, conflicting, or additional, communications. The Prodigi reserves the right to change these Terms or its policies relating to the platform, website, and the Prodigi Service at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current Terms because they are binding on you. If we make material changes to these Terms, we will notify you here, by email, or by means of notice on our home page. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on pages of the platform or website which may be posted from time to time. Unless otherwise noted by us, your continued use of the platform, website, and the Prodigi Service after any such changes are posted shall constitute your consent to such changes. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the Prodigi and you because of these Terms or use of the platform or website. You may not assign these Terms without the prior written approval of the Prodigi. Any purported assignment in violation of this section shall be void. The Prodigi reserves the right to use Third Party Content Providers in the provision of the platform, website, and the Prodigi Service, and the goods, services and Materials associated therewith. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. All rights not expressly granted herein are reserved by the Prodigi.

Elements of the platform, website, and Service are protected by copyright, trademark, trade dress and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the platform or website may be copied or retransmitted unless expressly permitted by the Prodigi. The Prodigi trademarks and/or other Prodigi identifiers referenced herein are trademarks of the Prodigi and/or its affiliates and may be registered in certain jurisdictions.

If you have any questions about these Terms, please contact use through The Prodigi platform at www.theprodigi.tv

The “Term” of this Agreement shall begin following:

• Applicant’s acknowledgement and acceptance of Prodigi’s “Terms and Conditions of Service”; and
• Applicant’s acknowledgement and acceptance of Prodigi’s “Privacy Policy”; and
• Applicant’s completion and execution of this Subscription Agreement (hereinafter referred to as the “Agreement”).

Prodigi shall then notify you electronically as of the date in which you become a registered user, and that your Subscription Services are activated, and the Term shall extend until end by either you or the Prodigi.

“Applicant” is an individual interested in becoming a subscriber of the Prodigi Service.

“Merchant Partner” is the partner or service provider of a third-party designee of Prodigi that has entered into an agreement with Prodigi to provide a specific benefit for Prodigi subscribers.

“Prodigi” (hereinafter referred to as “Prodigi”) is a Delaware corporation that offers Services to its Subscribers.

“Subscriber” is an individual who is a registered user and who has provided personal, truthful, identifying information and accepted the Terms and Conditions and performed all the obligations required of Prodigi.

“Subscription Agreement” is Prodigi’s document that must be completed by an Applicant for Subscription consideration.

“Subscription Fee” is the monthly or annual fee required to be paid by the Subscriber to gain and maintain access to the Prodigi Service platform, service, and/or website.

Unified Product Distribution (hereinafter referred to as “UPD”) is a third-party affiliate of Prodigi.

“UPD” is authorized to enter into third-party agreements for the benefit of Prodigi and its Subscribers.

Prodigi provides its Subscribers access to unique and desirable entertainment content (hereinafter referred to as the “Services”). Additionally, Prodigi contributes to the arts and from time-to-time provides its Subscribers with access to certain additional exclusive benefits, including without limitation, incentives, recognitions, rewards, deals, discounts, rebates, and opportunities, offered by participating retailers, service providers, benefits administrators, and other associated and/or contracted entities periodically.

From time-to-time, Prodigi may also offer service(s) which may allow its Subscribers to earn benefits, rewards, cash back, etc. on qualifying programs and/or online purchases made on the websites of participating and partnering retailers, service providers, or benefits administrators (the “Merchant Partners”) through cash back rebates programs (“Cash Back Loyalty Programs”) or other “Reward Programs”. Prodigi is not responsible for the products and/or services offered through Merchant Partners. Prodigi is responsible only for establishing and maintaining Subscriber accounts based upon the information Subscribers provide, posting the purchase information provided by the Merchant Partners and rewarding registered Subscribers who participate in such Reward Programs.

Prior to using the Prodigi Service, you must indicate that you understand and agree to be bound by the Terms and Conditions of Service. From time to time, (e.g., when we are validating your Prodigi account, when we are re-confirming or re-validating the information in your account, and/or when you are renewing your registration with Prodigi or its Services), we may, request that you reaffirm your understanding and agreement to be bound by these Terms and Conditions. How do we do this? Prodigi maintains an account for you that contains your identity and group affiliation information. Before you can use your account, Prodigi must first verify your identity through a process called identity proofing. As part of the identity proofing process, you must provide us with various forms of information such as your name and other personal information. The extent of the information needed is determined by the strength of the validation process you choose or need from our Service.

Prodigi provides both unsupervised identity proofing, where you can sign-up online from a personal computer or mobile device, and a supervised (in-person) identity proofing, where you can present yourself and your identity evidence (such as personal information and Subscriber Identification Card or Number) to a Prodigi designee who is authorized to review your information and help you through the process of validating your information. If we have problems with the identity proofing process, we may ask for further information to help us establish your identity and, in some cases, we may refer unsupervised applicants to a Prodigi designee, so that they may complete the process. In either case, during our identity proofing process we may choose to meet or exceed industry best practices and applicable established standards. When we review your forms of identity-evidence, we may use special technologies to validate the documents you submit, and we may also use third parties recognized as authoritative sources to corroborate the evidence. Prodigi’s Credential Policy gives further details of how we accomplish our identity proofing. In addition, Prodigi’s Privacy Policy gives you details of how we protect the personal information you provide to us. Once we have completed our verifications, we will validate your Prodigi account. You will then be able to use your Prodigi account to provide a level of “proof” or assurance to another party of your identity or affiliation without having to provide these other parties with the more extensive information that you have provided Prodigi for the identity proofing process.

Your Obligations. By using the Prodigi Service, you expressly agree that:

• Your identity, as established by the information and documents that you submit, matches the identity you claim while using the Prodigi Service; and
• All information provided by you is complete and correct; and
• Any rewards, product discounts, cash rebates, deals, bonus, benefits, recognitions and/or opportunities (collectively, “Rewards”) are intended for the Subscriber’s personal use. Reselling, transferring, or exporting any Rewards for the Subscriber’s financial gain is strictly prohibited.

Please note that Subscribers may only use their Prodigi account to access the Services for themselves and may not grant any use by any other party. Use otherwise will be considered a material breach of these Terms and Conditions of Service. As such, Prodigi in its sole discretion, may immediately revoke a Subscriber’s account upon learning of a violation of any of the terms contained herein, including, but not limited to inappropriate use of a Subscriber’s account, and reserves the right to seek all other available remedies in law, equity or otherwise.

To access the Content on the Prodigi Service, platform, or website, Subscriber shall pay the monthly or annual Subscription Fee as determined by the Prodigi.

Subscriber shall keep the terms and conditions of this Agreement confidential both during the Term and thereafter and shall not disclose any information concerning the terms and conditions of this Agreement to any other person or entity. If required by law or governmental regulation, either party may disclose the Confidential Information only after it provides the other party with notice of the potential disclosure and the other party has opportunity to narrow the information to be disclosed or dispute the disclosure.

Prodigi may terminate the Services with Subscriber upon electronic notice. Upon termination or expiration of the Services, the Subscriber shall not have the right to access the Content offered through the Prodigi platform and/or website.

Under no situation or circumstance shall Prodigi or any potential Merchant Partner be required to accept a Subscription Application or Merchant Application.

If any part of these Terms and Conditions of Service are deemed invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of these Terms and Conditions of Service, which shall remain in full force and effect as if such invalid or unenforceable provision(s) were not a part hereof.

These Terms and Conditions of Service shall be binding upon and shall inure to the benefit of the parties hereto only and those that Prodigi assigns or designates rights to.

In accepting these Terms and Conditions of Service, Prodigi, Subscriber, and any third-party Merchant Partner each have the status of independent contractors. These Terms and Conditions of Service shall not be deemed to create a partnership or joint-venture, and neither is the other’s partner or employee.

These Terms and Conditions of Service contain the entire understanding between Prodigi and the Subscriber for the Subscriber to receive the Services offered by Prodigi

As such, Subscriber agrees that Subscriber accepts these Terms and Conditions of Service with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences described herein.

These Terms and Conditions of Service shall be governed by and construed in accordance with the laws of the State of Delaware.

All Terms and Conditions of Service are subject to change at the discretion of Prodigi, notwithstanding all changes may be viewable to Subscriber though the Prodigi Website or other form of communication.

This Subscription Agreement shall be governed under the laws of the State of Delaware and the Rules of the American Arbitration Association as described in the Term and Conditions of Service.