11. Ownership Rights of PRODMEE

All rights, title, and interest in the Services belong exclusively to PRODMEE and its licensors. We grant you a limited, revocable, non-sublicensable license to use and display PRODMEE content (excluding software code) solely for personal use in connection with the Services. All rights not expressly granted are reserved by PRODMEE.

12. Software Usage Restrictions

You acknowledge that any software and documentation available for download from the Services (the “Software”) is a copyrighted work owned or licensed by PRODMEE. Downloading the Software does not confer any ownership rights to you. Your use of the Software is subject to these Terms and any applicable license agreements. Unauthorized reproduction or distribution of the Software is strictly prohibited.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT IN NEW JERSEY AND AS STATED IN THE LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

13. Feedback

Any comments or materials submitted to PRODMEE, including suggestions or testimonials (“Feedback”), are treated as non-confidential. PRODMEE has a limited, non-exclusive license to use and promote your Feedback without any obligation to compensate you. By submitting Feedback, you confirm that it does not violate any third-party rights or contain unlawful material.

14. Ownership and License of User Content

You retain ownership of the user-generated content you post on the Services. By submitting content, you grant PRODMEE and its affiliates the right to use, reproduce, modify, publish, and display your content as necessary for the Services. No compensation will be provided for this use. You are responsible for ensuring you have the necessary rights to grant this license.

15. Interactions with Other Users

PRODMEE acts solely as a service provider and does not oversee user interactions. We may limit your ability to contact other users or suspend your account at our discretion to maintain compliance with these Terms.

16. User Interactions and Releases

You are solely responsible for your interactions with other users. By accessing the Services, you release PRODMEE and its affiliates from any claims related to disputes between you and other users.

17. Warranty and Liability Disclaimer

The Services are provided “AS IS” without guarantees of uninterrupted or error-free operation. PRODMEE is not liable for any disruptions or damages resulting from the use of the Services. Your use of the Services is at your own risk, and you assume all responsibility for any dissatisfaction with the Services.

18. Limitation of Liability

PRODMEE and its affiliates are not liable for any special, incidental, or consequential damages arising from your use of the Services. In no event shall PRODMEE’s total liability exceed $1.00, excluding claims based on gross negligence or willful misconduct.

19. Indemnification

You agree to indemnify PRODMEE and its affiliates against any claims or damages arising from your use of the Services or violation of these Terms, including any third-party claims related to your content.

IX. DISPUTE RESOLUTION

Governing Law

These Terms are governed by and construed in accordance with the laws of the state in which the Talent resides, as determined by the address provided in their PRODMEE account. This applies without consideration of its conflict of laws principles, except that the arbitration provisions shall be governed by the Federal Arbitration Act.

Notice of Claims

Should a dispute arise between you and PRODMEE, we aim to provide a fair and efficient resolution through arbitration. A party intending to initiate arbitration must first send a written Notice of Dispute to the other party. This Notice must include a description of the nature of the dispute, the basis for the claim, and the specific relief sought. Notices should be directed to [email protected]

For users, all notices will be sent to the email or physical address associated with their account. Upon receipt of the Notice of Dispute, the other party has a 60-day period to resolve the claim by either addressing the issues raised or offering a satisfactory settlement. After this 60-day period, either party may initiate arbitration following the procedures outlined below. Compliance with this notice requirement is mandatory before pursuing arbitration.

Arbitration and Class Action Waiver

YOU AND PRODMEE AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THESE TERMS, INCLUDING ANY CONTRACT, TORT, OR STATUTORY CLAIMS (“CLAIMS”), THAT CANNOT BE RESOLVED THROUGH MUTUAL AGREEMENT WILL BE SETTLED BY BINDING ARBITRATION. NOTWITHSTANDING THIS, YOU OR PRODMEE MAY FILE A CLAIM IN SMALL CLAIMS COURT, WHERE PERMITTED BY LAW. THIS ARBITRATION AGREEMENT IS TO BE INTERPRETED BROADLY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION DECISION IS LIMITED. THE ARBITRATOR MUST FOLLOW THESE TERMS, AND THEIR DECISION WILL BE FINAL AND BINDING, EXCEPT AS PERMITTED BY THE FEDERAL ARBITRATION ACT. BY ACCEPTING THESE TERMS, BOTH YOU AND PRODMEE WAIVE YOUR RIGHTS TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

All Claims must be pursued on an individual basis in arbitration; they cannot be pursued as part of a Class Action. The parties expressly waive any right to a Class Action in any forum. The arbitrator does not have the authority to consolidate claims or grant relief to individuals not part of the arbitration. Any challenges to the enforceability of this Class Action waiver can only be determined by a court of competent jurisdiction, not the arbitrator.

YOU UNDERSTAND THAT YOU WOULD HAVE HAD THE RIGHT TO LITIGATE IN COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, BUT BY AGREEING TO THESE TERMS, YOU OPT TO HAVE CLAIMS DECIDED THROUGH INDIVIDUAL ARBITRATION. IF THE PROHIBITION ON CLASS ARBITRATIONS IS NOT ENFORCEABLE, THEN THE AGREEMENT TO ARBITRATE WILL NOT APPLY. If a claim proceeds to court instead of arbitration, you and PRODMEE waive the right to a jury trial in any litigation regarding these Terms.

JAMS Arbitration

Unless otherwise agreed in writing or for individual claims in small claims court, arbitration will be conducted by JAMS, or another accredited alternative dispute resolution provider, selected by PRODMEE. The arbitration will take place in Miami, Florida. For any non-frivolous claims, PRODMEE agrees to cover up to $300 of arbitration costs, provide the option for telephone arbitration if preferred, and will not seek attorney’s fees if PRODMEE prevails. Each party is responsible for its own legal fees and related costs, which will follow JAMS rules. Detailed JAMS procedures, including arbitrator selection and fees, will follow the JAMS Comprehensive Arbitration Rules & Procedures, except as modified herein or agreed upon in writing.

Neither party may initiate litigation except as allowed in this section or for enforcing this arbitration clause or an arbitrator’s decision. Any litigation must occur in a Federal District Court or, if lacking jurisdiction, in a relevant state court. The arbitrator has exclusive authority to resolve disputes regarding these Terms, including their interpretation and enforceability, except for matters concerning the Class Action waiver.

Exceptions

Claims regarding (i) indemnification, (ii) violations of PRODMEE’s intellectual property rights, (iii) contribution, (iv) interpleader actions, or (v) injunctive relief related to a claim are exempt from arbitration.

Survival

This arbitration provision will survive any termination of these Terms or the relationship between you and PRODMEE.

Severability

If any portion of this section is found to be unlawful or unenforceable, that portion will be ineffective only to the extent of such determination, while the remaining provisions will continue to be fully enforceable. If a court finds the Class Action waiver unenforceable, the arbitration provision will not apply

X. GENERAL PROVISIONS

Export Control

PRODMEE operates the Services from the United States. We do not guarantee that any Content, Software, or products in the Services are appropriate or available for use in other jurisdictions, and accessing such materials where illegal is prohibited. Users accessing the Services from other locations are responsible for compliance with local laws, including export and import regulations. Your use of the Services is subject to U.S. export and re-export control laws, including the Export Administration Regulations and relevant sanctions. You may not sell, export, re-export, transfer, or otherwise distribute any Software or Service without the necessary authorizations from the relevant authorities and confirm that you are not prohibited from receiving U.S. origin products.

Notices

PRODMEE may provide notice to you through general notices on the Services, through your Profile account upon login, by email to the address registered in your account, or via written communication sent via first-class mail or overnight courier to your registered address.

All notices from you should be sent to [email protected] Notices sent without following this procedure may have no legal effect.

Waiver

PRODMEE’s failure to exercise any right under these Terms, or to enforce any breach, does not prevent subsequent exercises of such rights or constitute a waiver of any further breaches by you. The rights and remedies of PRODMEE under these Terms, its policies, and any other applicable agreements are cumulative, and the exercise of any right does not limit PRODMEE’s ability to pursue any other rights or remedies.

Severability

If any section of these Terms, excluding the Class Action waiver, is deemed invalid or unenforceable, it will not affect any other provision, all of which shall remain in effect.

Headings

Headings in these Terms are for convenience only and do not affect their interpretation.

Third Party Beneficiaries

These Terms do not create rights enforceable by third parties.

Entire Agreement

These Terms and the incorporated policies constitute the entire agreement between you and PRODMEE, superseding any prior or contemporaneous agreements regarding your use of the PRODMEE Services.