Valley Terms of Service

These Terms of Service constitute a legally binding agreement between you and Think Fish Inc (d/b/a Valley) (together with its affiliates, "Valley", "we," "our" or "us") governing your use of our products, services and website (the "Site" and collectively with the foregoing, the "Services").

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

Any personal data you submit to us or which we collect about you is governed by our Privacy Policy ("Privacy Policy"), available at https://www.joinvalley.co/privacy-policy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this "Agreement."

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND VALLEY CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

1. Our Services

Valley operates cloud-based sales technology solutions that assist users with automating the end-to-end appointment setting process for B2B companies.

2. Account, Password, Security, and Mobile Phone Use

You must register with Valley and create an account to use the Services (an "Account") and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number, billing information and email address. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Valley for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you.

The person signing up for the Services will be the contracting party ("Account Owner") for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto.

By providing your mobile phone number and using the Services, you hereby affirmatively consent to Valley's use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (i) perform and improve upon the Services, (ii) facilitate the carrying out our Services, and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations.

3. Billing and Payment; Fees

Payment and any other expenses must be paid through the third party payment processing system (which may include but is not limited to Stripe, Inc. and its affiliates) (the "PSP") as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the "PSP Services Agreement").

You agree to pay the prices and fees displayed on the Services, including, if applicable, any minimum commitment (the "Fees"). If your use of the Services exceeds any applicable service capacity, you will be billed for such usage and you agree to pay the additional fees in the manner provided by the Services. Valley reserves the right to change the Fees or applicable charges and to institute new charges and Fees from time to time following notice to you. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future ("Taxes").

4. Representations and Warranties

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation "robots," "spiders," "offline readers," etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances.

5. Termination and Suspension

Unless otherwise agreed to in writing between you and Valley, Valley may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to support@joinvalley.co. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services.

We reserve the right to refuse the Services to anyone for any reason at any time. Valley may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.

6. Links to Third-Party Websites

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Valley or association with those websites, their content or their operators. Such links are provided as an information service, for reference and convenience only. Valley does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services.

As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers, such as Google and LinkedIn (each such account, a "Third-Party Account"). PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS.

7. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively "Proprietary Material") that users see or read through the Services is owned by Valley. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Valley's express prior written consent.

‍8. Confidential Information

The Parties reciprocally undertake to do everything in their power to protect any confidential information received from the other Party, whether regarding the Party concerned and/or one or more of its parent companies and/or subsidiaries and to refrain from disclosing said information to third

parties or using it for its own benefit and/or interests or that of third parties, unless disclosure is required by law or any other statutory provision enacted by a competent authority, or insofar as the information is in the public domain without violation of this article, or if the information is disclosed by the Parties to their own staff, agents, or sub-contractors to the extent strictly necessary in the context of the day to day conduct of the Parties’ business and activities. Neither party will disclose any of the terms or contents of this Agreement, or any aspect of the financial terms, to any other third person or entity without the prior written consent of the other party in each instance. This obligation of confidentiality shall remain in force including after the

expiry or termination of this Agreement.

‍9. Disclaimer of Warranties

‍THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VALLEY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES ARISING

IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF

THE SAME.

The maximum aggregate liability of either party arising out of any breach of any of its representations, warranties, agreements or obligations under this agreement shall not exceed the total amount paid by you under this Agreement.

‍10. Indemnification

‍Each party hereby agree to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the Indemnified Parties) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, or (ii) either parties breach or violation of this Agreement; (iii) either parties violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services.

‍11. Dispute Resolution - Arbitration & Class Action Waiver

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at support@joinvalley.co and you and Valley will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a "Dispute" as defined below.

Binding Arbitration

You and Valley agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains 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 a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Valley both agree to waive the right to a trial by jury.

Class Action Waiver

You and Valley agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Valley both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding.

Arbitration Administration and Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

12. Governing Law

Except as provided in Section 14 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement.

13. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

14. General Provisions

Failure by Valley to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Valley with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. This Agreement may not be assigned or transferred by you without our prior written approval.


‍15. No Rights of Third Parties

‍None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.


‍16. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by email at [support@joinvalley.co] or by mail to Think Fish Inc (d/b/a Valley), 1080 Amsterdam Ave NYC, NY 10025.