Terms of Service for Ladder

Terms of Service

Last Modified: October 2025

Welcome to Ladder! Please carefully review these Terms of Service (the "Terms") that govern your access and use of the website(s), including https://joinladder.com (the "Website"), the mobile applications for Apple (as defined below) devices that we make available from time to time (the "App(s)"), and any and all related software, documentation, services, products, websites, and/or applications (collectively with the App(s), the "Ladder Platform") provided by Ladder Technologies, Inc. (including its successors and assigns, "Ladder," "we," "us," and "our"). By using, accessing, or downloading the Ladder Platform, you ("User," "you" or "your"): (a) acknowledge that you have read, understand, and agree to these Terms and that you have read and understood our Privacy Notice which is incorporated herein by reference; (b) represent that you are 18 years of age or older; and (c) accept and agree that you are legally bound by these Terms. If you do not agree to these Terms, you may not use or access the Ladder Platform. The Ladder Platform is not available to any Users we previously removed from the Ladder Platform.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 19(A) (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 19(D) (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. General Terms of Use and Restrictions on Use. Subject to these Terms, Ladder grants you a limited, revocable, nonexclusive, nontransferable personal right to access and make use of the Ladder Platform solely for your benefit and no other commercial purpose.

We may discontinue or alter any aspect of the Ladder Platform or remove content from the Ladder Platform at any time without prior notice. You agree that we may, under certain circumstances, immediately suspend or terminate your access to or use of the Ladder Platform or any part thereof. Such circumstances include, without limitation: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Ladder Platform; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; or (e) engagement by you in fraudulent, inappropriate or illegal activities. You further agree that such measures shall be taken in our sole discretion and without liability to you or any third party.

2. Account. While Users may browse the Website without creating an Account (as defined below), each User will need to have an Account and agree to these Terms in order to use certain features of the Ladder Platform, including the App(s). To create an account, you will be required to provide certain information, including some Personal Information (as defined below), such as your name and email address (an "Account").

3. Connecting Via Third-Party Services. By connecting to the Ladder Platform via a third-party service, you give us permission to access and use your information from that service.

4. Account Security. You are responsible for maintaining the confidentiality of your password and/or any other authentication credentials associated with your Account and are fully responsible for all activities that occur under your Account. You are prohibited from sharing your Account with, or assigning your Account to, any other person without our prior written authorization. We encourage you to use "strong" passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your Account You also agree that you will provide truthful and accurate information that belongs to you during the Account sign-up process. Should you become aware of or suspect any unauthorized use of your Account or your information changes, you must immediately notify us. You will ensure that you logout of your Account at the end of each session.

5. Service Fees, Billing, and Membership Subscriptions.

a. Service Fees. Certain aspects of the Ladder Platform may be provided for free, while certain other aspects of the Ladder Platform may be provided for a fee ("Fee"). Each Fee (including each Membership Subscription Fee (as defined below)) is the sum of the applicable Ladder Fee (as defined below) and any applicable Third-Party Fees (as defined below). By electing to use non-free aspects of the Ladder Platform, including enrolling in Membership(s) (as defined below), you agree to the pricing and payment terms applicable to you, as may be made available on the payments page at https://www.joinladder.com/pricing on our website or via your Account, and as incorporated by reference herein. We may add new products and/or services for additional Fees, add or amend Fees for existing products and/or services, and/or discontinue offering any Memberships at any time; provided, however, that if we have agreed to a specific Membership Subscription Term and a corresponding Membership Subscription Fee, then that Membership will remain in force for that Membership Subscription Fee during that Membership Subscription Term. Any change to our pricing and payment terms will become effective in the billing cycle following our provision of notice of such change. Except as may be expressly stated in these Terms, all Fees must be paid in advance, payment obligations are non-cancelable once incurred (subject to any cancellation rights set forth in these Terms), and Fees paid are non-refundable. Fees are stated exclusive of any taxes, levies or duties (collectively, but, for clarity, excluding taxes based on our net income, "Taxes"). You will be responsible for paying all Taxes associated with your purchases and/or Memberships in connection with the Ladder Platform.

b. Definitions.

"Ladder Fee" means the portion of the Fee (including any Membership Subscription Fee) that Ladder may retain as consideration for providing the Ladder Platform or any portion thereof (including any particular Membership), as applicable.
"Membership" means a particular portion of the Ladder Platform, including personal fitness training packages with Ladder coaches, that is available on an automatically renewing subscription basis, and your access thereto, as applicable.
"Membership Subscription Fee" means the recurring amount due as consideration for a Membership.
"Third-Party Fees" means the portion of the Fee (including any Membership Subscription Fee) retained by one (1) or more third parties, including Payment Processor, that we may engage from time to time, in our sole discretion.
"Payment Processor" means the third-party payment processor, which we engage to process payments Users make in connection with the Ladder Platform, currently Stripe, Inc., or Apple, Inc. ("Apple") for any payments made through the App you acquire from the Apple App Store (such App, "iOS App").

c. Your Payment Method. To use non-free aspects of the Ladder Platform, you must provide us with at least one (1) current, valid payment card that is accepted by us and Payment Processor (each such card, a "Payment Method"). By providing a Payment Method, you authorize each of Ladder and Payment Processor to charge that Payment Method the applicable Fees and Taxes, including, if applicable, on a recurring basis until you cancel your Subscription (including any notice period specified in Section 3(i) (Cancellation)). Fees and Taxes will be charged to your Payment Method on the specific payment date indicated in your Account. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled, if you changed your Membership plan, or if your Membership began on a date not contained in a subsequent month. The length of your billing cycle will depend on the type of Subscription in which you are enrolled, if applicable. Fees are fully earned upon payment. We may authorize your Payment Method in anticipation of service-related charges through various methods, including authorizing it up to one (1) month of service as soon as you register for the Ladder Platform.

d. Payment Processor. By using the Ladder Platform and enrolling in a Membership, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for the services provided under your Membership in accordance with any applicable payment terms. The processing of payments is subject to the terms and conditions and privacy policies of our Payment Processor. Please review such terms and conditions as well as Payment Processor's privacy notice (each of which is available on Payment Processor's website). You acknowledge and understand that Payment Processor may collect and retain Third-Party Fees whenever you pay Fees (including Membership Subscription Fees).

e. Payment Representations and Warranties. You represent and warrant that: (i) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the Payment Method(s); (iii) you will pay any and all charges incurred by users of your Payment Method in connection with the Ladder Platform, including any applicable Fees (at the prices in effect when such charges are incurred) and Taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will not allow or enable anyone else to use your Membership (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your Subscription to anyone else); and (vi) you will report to us any unauthorized or prohibited access to or use of your Subscription and/or password(s) or other authentication credentials.

f. Disclaimer. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (III) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

g. Membership Subscriptions.

h. Automatic Renewals. Memberships shall renew on an automatically renewing basis and entail payment of Membership Subscription Fees. We may change the price of any Membership at any time. Any price change for a Membership will become effective on the first day of the next Membership Subscription Term. YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW AT THE END OF EACH MEMBERSHIP SUBSCRIPTION TERM IDENTIFIED IN YOUR ACCOUNT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THAT INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A "MEMBERSHIP SUBSCRIPTION TERM") UNLESS AND UNTIL YOU CANCEL THE APPLICABLE MEMBERSHIP IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED BELOW. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR MEMBERSHIP AND THE CORRESPONDING MEMBERSHIP SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF LADDER AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.

i. Cancellation Procedures. You may cancel your Membership on any date during the Membership Subscription Term, so long as that date is at least three (3) days prior to the start of the next Membership Subscription Term, by logging into your Account, contacting us at support@joinladder.com, or through Apple (as may be applicable to you). Should you cancel your Membership before the end of the applicable Membership Subscription Term, you will have access to your Membership features and services until the end of that Membership Subscription Term. If you have questions or need assistance with the services provided through the Ladder Platform, please contact us. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR MEMBERSHIP AND THE CORRESPONDING MEMBERSHIP SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF LADDER AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE MEMBERSHIP SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.

j. Cancellation; Refunds. You may de-activate your Account or any Membership at any time and we may suspend or terminate your Membership, your Account, or the Ladder Platform at any time, in our sole discretion. HOWEVER, YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR MEMBERSHIP, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR MEMBERSHIP, ANY USAGE OR MEMBERSHIP SUBSCRIPTION FEES FOR ANY PORTION OF THE LADDER PLATFORM, ANY CONTENT OR DATA ASSOCIATED WITH YOUR ACCOUNT, OR ANYTHING ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION. If you believe you have been improperly charged and would like to request a refund, please contact us at support@joinladder.com, or Apple (as may be applicable to you).

k. Trial Periods. We may, at our sole option and in our sole discretion, offer free trials ("Trial Periods") to a particular portion of the Ladder Platform, subject to the terms of the offer. If you are signed up to such a Trial Period and select to and agree to a Membership during your applicable Trial Period, we or Payment Processor will bill your Payment Method on the day you select a Membership (which day will be the first day of your first Membership Subscription Term), and on the first day of each subsequent Membership Subscription Term, subject to these Terms. If you do not select a Membership during your Trial Period, your access to the applicable portion of the Ladder Platform may be terminated.

6. Your Use of Third-Party Services. The Ladder Platform may provide links to other websites or resources maintained by third parties (collectively, "Third-Party Services"). You agree that we have no control over and are not responsible for the content or availability of such websites or resources, or for any privacy or other practices of the third parties operating those websites or resources. IF YOU USE A THIRD-PARTY SERVICE IN CONNECTION WITH THE LADDER PLATFORM, YOU ARE SUBJECT TO AND AGREE TO, AND MUST COMPLY WITH, THE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE LADDER PLATFORM OR SHARE YOUR USER CONTRIBUTIONS OR OUTPUT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE LADDER PLATFORM, INCLUDING AS RELATES TO PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

7. Privacy. Your privacy is important to us. To provide and enhance the Ladder Platform, we may need to be able to identify you and your interests, and we use your personal data to do this. Please carefully review our Privacy Notice located at https://teams.joinladder.com/privacy for information about how Ladder may collect, use, store, or share information from you, and you acknowledge your personal information may be transferred to and/or processed in the United States.

8. Feedback. We welcome your Feedback. You will be prompted to submit comments, suggestions, ideas, feedback, ratings, materials, or other information ("Feedback") to us through the Ladder Platform. You hereby agree that all Feedback that you disclose or submit to us through the Ladder Platform is voluntary, non-confidential, and becomes and remains our property. You hereby assign to Ladder all rights (including all Intellectual Property Rights), title, and interest in and to the Feedback. Ladder may disclose or use any Feedback as it sees fit without any compensation to you.

9. Prohibited Uses. You agree to use the Ladder Platform and related services only for lawful purposes and to follow all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). While using the Ladder Platform, except to the extent a restriction is prohibited by Applicable Law, you agree that you will not:

License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of the Ladder Platform or Content (as defined below);
Copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Ladder Platform is based;
Promote illegal activities, sexual, or "adult" conduct, child abuse, drugs, or anything objectionable (as determined by us) or otherwise violate any applicable law;
Use the Ladder Platform to post, use, upload, or disseminate content, files, graphics, software, or other material that infringes or misappropriates any trade secret or intellectual property rights, rights of publicity, rights of privacy, or proprietary right of any party;
Take any action to circumvent, compromise, or defeat any security measures implemented on any part of the Ladder Platform, including to gain access to any part of the Ladder Platform;
Use any manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Ladder Platform (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Ladder Platform;
Frame or otherwise simulate the appearance or functions of the Ladder Platform or any portion thereof;
Use the Ladder Platform to gain competitive intelligence about us or develop a competing Ladder Platform or service;
Use the Ladder Platform to post, store, or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, pyramid schemes, or other fraudulent schemes, or any other form of solicitation;
Harvest or otherwise collect information about other Users; or
Authorize or assist a third party to do any of the foregoing.

10. User Contributions. Users may post, submit, publish, display or transmit to other Users or other persons information or materials (collectively, "User Contributions") on or through the Ladder Platform. You understand other Users may view, edit, share, and/or otherwise interact with your User Contributions and your Output (as defined below). Any User Contribution you post to the Ladder Platform will be considered non-confidential and non-proprietary unless otherwise indicated. By providing any User Contribution on the Ladder Platform, you grant us and our respective licensees, successors and assigns the irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material, including but not limited to, for marketing and promoting the Ladder Platform. For the avoidance of doubt, any User Contributions used for marketing or promotional purposes shall not contain any identifying features of the User who posted such User Contribution. You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us;
all of your User Contributions do and will comply with these Terms, including the Contribution Standards below;
you have the written consent of each and every identifiable natural person referred to or mentioned in the User Contributions, if any, to use such person's name, voice, and likeness in the manner contemplated by the Ladder Platform and these Terms, and each such person has released you from any liability that may arise in relation to such use;
you have obtained, and are solely responsible for obtaining, all consents required by Applicable Law to provide User Contributions relating to third parties;
your User Contributions and Output and our use thereof as contemplated by these Terms and the Ladder Platform will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights;
your User Contributions do not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Contributions in connection with the Ladder Platform is not violative of any confidentiality rights of any third party; and
we may exercise the rights to your User Contributions granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Ladder, have full responsibility for such information, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the substance or accuracy of any User Contributions posted by you or any other User of the Ladder Platform.

11. Contribution Standards. These contribution standards ("Contribution Standards") apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not, and you affirm, represent, and warrant that your User Contributions do not:

contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under Applicable Law or that otherwise may be in conflict with the Terms and our Privacy Notice;
be likely to deceive any person;
promote any illegal activity, or advocate, promote or assist any unlawful act;
cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
impersonate any person, or misrepresent your identity or affiliation with any person or organization;
involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or
give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

12. Monitoring and Enforcement. Ladder reserves the right to:

remove or refuse to post any User Contributions for any or no reason in our sole discretion;
take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Contribution Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Ladder Platform or the public or could create liability for Ladder;
take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Ladder Platform; and
terminate or suspend your access to all or part of the Ladder Platform for any or no reason, including without limitation, any violation of these Terms.

We do not undertake to review all User Contributions before they are shared within the Ladder Platforms, and cannot ensure prompt removal of objectionable material after User Contributions have been posted. WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR USER CONTRIBUTIONS. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTRIBUTIONS. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTRIBUTIONS AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE LADDER PLATFORM, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE ACTING ONLY AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR USER CONTRIBUTIONS.

13. Intellectual Property Rights. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under Applicable Law. All content and materials on the Ladder Platform (excluding your User Contributions), such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, or other material ("Content") is the property of Ladder or its third party licensors and is protected by United States and international intellectual property laws. All trademarks, trade dress, service marks, and trade names are proprietary to Ladder. The content and materials are intended for your personal non-commercial use. You may make one copy of the Content displayed on the Ladder Platform for your personal, noncommercial use only. No right, title, or interest in any Content is transferred to you as a result of any such copying. You may not reproduce, republish, upload, post, transmit, modify, create derivative works from, sell, or distribute in any way the Content.

14. Output. Subject to your compliance with these Terms, you may use your output of the Ladder Platform ("Output") for any lawful purpose (except as described below), on a royalty-free basis, provided that you acknowledge and agree: (i) that your use of the Ladder Platform and the Output does not transfer to you ownership of any Intellectual Property Rights in the adder Platform and that (ii) we may, by notice to you at any time, limit your use of the Output or require you to cease using them (and delete any copies of them) if we form the view, in our sole and absolute discretion, that your use of the Output may infringe the rights of any third party. You shall not represent that Output was human-generated or use the Output to train your own machine learning models.

DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE LADDER PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE SERVICE MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU UNDERSTAND AND AGREE THAT THE OUTPUT MAY CONTAIN "HALLUCINATIONS" AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT.

15. Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, "Usage Data"). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Ladder Platform; (b) to improve our products and services (including the Ladder Platform), and to develop new products, services, and/or features; (c) to monitor your usage of the Ladder Platform; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Ladder Platform may contain technological measures designed to prevent unauthorized or illegal use of the Ladder Platform; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Ladder Platform.

16. Ladder Property. The Ladder Platform contains data, information, and/or other content, such as reputational or status indicators, in-world currency, and/or fictional property representing virtual achievements (for instance, badges, trophies, and/or powers) (collectively, "Ladder Property"). Notwithstanding any terminology that may suggest you own or have any claims to any Ladder Property, we solely and exclusively own all Ladder Property and we reserve all rights to same, except that we hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use certain Ladder Property as permitted by the Ladder Platform's functionalities. Without limiting the generality of the foregoing, (a) Ladder Property is not redeemable for any sum of money or monetary value from Ladder at any time, and (b) we have the absolute right to manage, regulate, control, modify, transfer, and/or delete Ladder Property as we see fit, in our sole discretion, in any general or specific case, and we will have no liability to you based on our exercise of such right. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR BY ANY THIRD PARTY, ANY DATA, ACCOUNT HISTORY, AND ACCOUNT CONTENT RESIDING ON THE SERVERS RUNNING THE LADDER PLATFORM MAY BE ALTERED, TRANSFERRED, OR DELETED AT ANY TIME, FOR ANY REASON OR NO REASON, IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND WE EXPRESSLY DISCLAIM, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON THE SERVERS RUNNING THE LADDER PLATFORM.

17. Confidential Information. The Ladder Platform may include non-public, proprietary, or confidential information of Ladder and/or of other Users ("Confidential Information"). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

18. Notice of Copyright Infringement. We respect artists and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, "DMCA"). If you believe that the Ladder Platform contains any content or elements that infringe your copyrights, please provide Ladder's Designated Copyright Agent with the following information in writing:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and email address;
A statement that the complaining party has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The above information must be submitted to our DMCA Agent, using the following contact information:

Attn: DMCA Notice
Ladder Technologies, Inc.
Address: 1005 E Saint Elmo Rd, Austin, Texas 78745
Tel.: 617-460-3800
Email: copyright@joinladder.com

UNDER UNITED STATES FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that the procedure outlined herein is exclusively for notifying Ladder and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Ladder's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other Applicable Law.

In accordance with the DMCA and other Applicable Law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Ladder Platform and/or terminate the Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

19. Text Messaging and Calls.

a. General. You may provide us with your telephone number as part of creating your User Account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your Account secure through the use of multi-factor authentication ("MFA"); (b) help you access your Account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, Applicable Law, or any other agreement we may have with you. Part of the MFA identity-verification process may involve Ladder sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Ladder.

b. Consent to Transactional Communications. You expressly consent and agree to Ladder contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by Applicable Law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.

20. Additional Terms for Apps.

a. General. To use any App, you must have a mobile device that is compatible with such App. Ladder does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider in connection with such App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the App(s) under your Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent Apple or Google permits any shared access and/or use of the iOS App or Android App (as each of those terms is defined below), respectively), solely in accordance with these Terms. The foregoing license grant is not a sale of any App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by Applicable Law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that we may, from time to time, issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and acknowledge that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

b. iOS App. This Section 13(b) (iOS App) applies to any iOS App. You and Ladder understand and acknowledge that these Terms are solely between you and Ladder, not Apple, and that Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple's then-current Apple Media Services Terms and Conditions and with the applicable Volume Content Terms. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Ladder as provider of the iOS App. You and Ladder acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App, or your possession and use of that iOS App, infringes that third party's intellectual property rights, Ladder, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You and Ladder acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as relates to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iOS App against you as a third-party beneficiary thereof.

21. Health, Safety, and Wellness; No Professional or Medical Advice. We promote healthy relationships with exercise and food and provide Users with certain tools intended to assist Users in achieving their personal goals. However, the Ladder Platform, including but not limited to Ladder's nutrition database ("Nutrition Database"), is offered for educational, informational, and communicative purposes only, and does not offer professional or medical advice, or engage in the practice of dietetics or medicine. Only certified professionals can determine the right course of treatment for you and determine what is safe, appropriate and effective based on your needs.

a. Nutrition Database. Ladder's Nutrition Database contains nutritional information entered by Ladder, Third-Party Services, and/or other Users. Nutritional information has not always been reviewed by certified professionals, and Ladder does not guarantee the accuracy, completeness, or reliability of any nutritional information or ingredients in the Nutrition Database. WE MAKE NO REPRESENTATIONS OF ANY KIND FOR AND EXPLICITLY DISCLAIM ALL RESPONSIBILITY WITH RESPECT TO FOOD SAFETY, ALLERGENS OR CONTRAINDICATIONS TO MEDICATIONS.

b. Meal Planning. Certain functionality on the Ladder Platform may include meal planning assistance. While we will try recommending foods in accordance with the information you provide to us, we may not have sufficient information, including those foods you may be allergic to, of each food item to ensure that all items we recommend are fit for you to use or consume. YOU, AND NOT LADDER, ARE SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES AND MEDICAL ISSUES YOU MAY HAVE AND VERIFYING THE FOOD ITEMS AND THEIR CONTENTS BEFORE USING OR CONSUMING SUCH ITEMS.

WHILE CONTENT PROVIDED THROUGH THE LADDER PLATFORM MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, INCLUDING BUT NOT LIMITED TO DIETETICS, SUCH CONTENT IS NOT PROFESSIONAL ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT THAT IS INCLUDED ON THE WEBSITE(S) AND/OR THE APPS(S) OR THAT IS OTHERWISE OBTAINED IN CONNECTION WITH THE LADDER PLATFORM WITHOUT SEEKING THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND/OR QUALIFIED IN THE APPLICABLE SUBJECT MATTER(S). WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OBTAINED IN CONNECTION WITH THE LADDER PLATFORM.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE INFORMATION CONTAINED ON THE LADDER PLATFORM IS NOT MEDICAL ADVICE. WITHOUT LIMITING ANY OTHER TERMS IN THESE TERMS:

YOU ACKNOWLEDGE THAT, THE INFORMATION MADE AVAILABLE THROUGH THE LADDER PLATFORM DOES NOT CREATE A MEDICAL PROFESSIONAL OR PATIENT RELATIONSHIP BETWEEN LADDER AND YOU, AND SUCH INFORMATION DOES NOT CONSTITUTE ANY PROFESSIONAL OPINION, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT BY LADDER. NONE OF THE SERVICES OR INFORMATION PROVIDED THROUGH THE LADDER PLATFORM ARE INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, ANY PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT.
WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR OTHER COMMITMENTS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH ANY INFORMATION ON THE LADDER PLATFORM. WITHOUT LIMITING THE FOREGOING, LADDER DOES NOT ENDORSE ANY PARTICULAR DIAGNOSTIC, TREATMENT METHOD OR TECHNIQUE, AND SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY ANY PARTY IN RELIANCE ON INFORMATION ARISING FROM ANY USE OF THE LADDER PLATFORM.

22. Disclaimer. THE LADDER PLATFORM IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATION OR WARRANTY (A) THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; (C) REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR PERFORMANCE OF THE PLATFORM; (D) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THAT ANY CONTENT, MATERIAL, INFORMATION, OR DATA OBTAINED BY YOU THROUGH THE LADDER PLATFORM IS ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE LADDER PLATFORM OR US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LADDER USES REASONABLE EFFORTS TO MAINTAIN THE LADDER PLATFORM BUT LADDER IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE LADDER PLATFORM, OR ANY PART THEREOF, ANY CONTENT POSTED USING THE LADDER PLATFORM, OR ANY DAMAGES (SUCH AS LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES) THAT MAY RESULT FROM ANY SUCH DEFECTS OR FAILURES. THE LADDER PLATFORM MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING WITHOUT LIMITATION: (I) EQUIPMENT MALFUNCTIONS; (II) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS; OR (III) CAUSES BEYOND THE CONTROL OF LADDER OR WHICH ARE NOT FORESEEABLE BY LADDER.

IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN, YOU HEREBY ACKNOWLEDGE AND AGREE THAT LADDER IS NOT RESPONSIBLE FOR ANY COMMUNICATIONS THAT INVOLVE YOU OUTSIDE OF THE LADDER PLATFORM, INCLUDING ANY AND ALL COMMUNICATIONS WITH A LADDER COACH OUTSIDE OF THE SCOPE OF THESE TERMS OR THE LADDER PLATFORM.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETIES.

23. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LADDER SHALL NOT BE LIABLE FOR ANY INJURY YOU MAY SUSTAIN OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE LADDER PLATFORM OR ANY FEATURES, INFORMATION OR MATERIALS PROVIDED ON THE LADDER PLATFORM, OR COMMUNICATIONS RELATED TO THE LADDER PLATFORM, EVEN IF LADDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LADDER'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THE LADDER PLATFORM.

24. Termination. These Terms are effective upon your acceptance and will continue in full force until terminated as set forth herein. You agree that Ladder may terminate your use of the Ladder Platform, or any part thereof, or remove, discard, or discontinue providing any Content or portion of the Ladder Platform, without notice. You may terminate these Terms at any time by discontinuing your use of the Ladder Platform and destroying all materials, including any Content, that you obtained from the Ladder Platform and any related documentation. Your access to the Ladder Platform may be suspended or terminated immediately without notice from us, in our sole discretion, if you fail to comply with any term or provision of these Terms. Upon termination, you must cease use of the Ladder Platform and destroy all materials, including Content, obtained via the Ladder Platform and all copies thereof.

25. Release and Indemnification. You agree to release Ladder, its members, officers, directors, employees, and agents from any and all liability and obligations whatsoever in connection with or arising out of your use of the Ladder Platform. If, at any time, you are not satisfied with the Ladder Platform or any related services, your sole remedy is cessation of use of the Ladder Platform and such services.

You agree to defend, indemnify, and hold harmless Ladder, its officers, directors, employees, agents, shareholders, licensors, and suppliers from and against any and all claims, actions, demands, obligations, losses, liabilities, expenses, and costs, including reasonable attorneys' fees, arising from (a) your access or use of the Ladder Platform; (b) breach of these Terms; (c) infringement or misappropriation of any intellectual property or other rights of Ladder or third parties by you; or (d) any negligence or willful misconduct by you.

26. Arbitration and Class Action/Jury Trial Waiver. THIS SECTION AFFECTS YOUR RIGHTS AND REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US – PLEASE READ CAREFULLY BEFORE AGREEING TO THIS AGREEMENT.

a. Arbitration Agreement. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Ladder Platform, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Ladder Platform; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a User or consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

b. Opting Out of Arbitration Agreement. If you are a new User, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at support@joinladder.com with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.

c. Dispute-Resolution Process. For any Claim, you will first contact us at support@joinladder.com and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the "Arbitrator"), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the "Rules"), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. county where you live (if applicable) or Travis County, Texas, unless you and Ladder agree otherwise. If you are using the Ladder Platform for commercial purposes, each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. If you are an individual using the Ladder Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

d. No Class Action. YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US MAY ONLY BE BROUGHT INDIVIDUALLY AND YOU WILL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. BY ACCEPTING THESE TERMS, YOU AND LADDER ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION.

e. Severability. If any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

f. Equitable Relief. NOTHING IN THIS ARBITRATION AGREEMENT WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

27. Governing Law. You agree that the laws of the State of Texas, without giving effect to any principles of conflicts of law, govern these Terms and any dispute of any sort that may arise between you and us or any of our affiliates. Ladder and you acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Texas for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or Intellectual Property Rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Texas is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. These Terms were drafted in the English language and this English language version of the Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.

28. Export. You understand and acknowledge that the Ladder Platform may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You represent and warrant that you are not, and that no person to whom you make the Ladder Platform available or that is acting on your behalf is (a) listed on the List of Specially Designated Nationals and Blocked Persons or on any other list of sanctioned, prohibited, or restricted parties administered by OFAC or by any other governmental entity, or (b) located in, a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade or economic sanctions or embargoes or that has been designated by the U.S. Government as a "terrorist supporting" region.

29. Miscellaneous.

a. Entire Agreement. These Terms, including any other terms or agreements referenced herein, constitute the complete and entire agreement between you and us with respect to Ladder Platform and Content offered via the Ladder Platform, and unless otherwise expressly stated herein, supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the Parties concerning the Ladder Platform or Content. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us, or to your access to or use of the Ladder Platform. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

b. No Waiver. No waiver by either Party of any breach of these Terms shall be deemed to be, or construed as, a further or continuing waiver of any other such breach or a waiver of any other breach of these Terms.

c. Modification. We may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business-related purposes, to you via email notice or written or hard copy notice, or through posting of such notice on the Ladder Platform, as we determine, in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification, as required under Applicable Law or as described in these Terms. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the 'last modified' date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Ladder Platform effective as of the start of your access to the Ladder Platform, even if such access began before publication of these Terms. You should review these Terms regularly. Your continued access or use of the Ladder Platform after the Terms have been revised constitutes your express consent to the modified Terms.

d. California Residents. The provider of the Ladder Platform is set forth herein. If you are a California resident, in accordance with Cal. Civ. 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 it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Contact Us

Should you have any questions or issues related to these Terms or the Ladder Platform, please contact us at:

Ladder Technologies, Inc.
support@joinladder.com
1005 East Saint Elmo Rd.
Austin, TX 78745