Terms of Use

The website located at www.othersidelife.com and any associated mobile applications, subdomains, and digital properties (collectively, the "Site") are operated by Otherside Life USA Ltd., a Delaware corporation ("Company," "we," "us," or "our"). The Company operates under license from Otherside Life Ltd. (Canada), the holder of the platform intellectual property, trademarks, and brand assets.

The Site provides a technology-enabled marketplace and concierge coordination platform that facilitates connections between users and independent third-party service providers (each a "Vendor") for end-of-life planning, death care logistics, estate coordination, and grief support services. The Company coordinates and facilitates; Vendors deliver professional services independently. The Company does not itself provide death doula services, legal advice, financial advice, medical services, real estate brokerage, funeral direction, or any other professional service offered by Vendors.

These Terms of Use (these "Terms") set forth the legally binding terms and conditions governing your access to and use of the Site, the services made available through the Site (the "Services"), and any content, functionality, or features offered on or through the Site.

BY CLICKING "I AGREE," "CREATE ACCOUNT," "BOOK NOW," OR ANY SIMILAR AFFIRMATIVE ACTION PRESENTED AT THE POINT OF ACCOUNT REGISTRATION, SERVICE BOOKING, OR CHECKOUT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY, AND ALL SUPPLEMENTAL POLICIES AND COMPANY DOCUMENTS REFERENCED HEREIN AND INCORPORATED BY REFERENCE (INCLUDING THE COOKIE POLICY, PAYMENT & BILLING TERMS, REFUND & CANCELLATION POLICY, ACCESSIBILITY STATEMENT, SECURITY STATEMENT, WEBSITE DISCLAIMERS, DMCA NOTICE & COPYRIGHT POLICY, GLOBAL RISK FRAMEWORK, AND ANY OTHER POLICIES PUBLISHED ON THE SITE). IF YOU DO NOT AGREE, DO NOT CLICK THE ACCEPTANCE BUTTON AND DO NOT USE THE SITE OR SERVICES.

You represent and warrant that you have the legal right, authority, and capacity to enter into these Terms on behalf of yourself or the entity you represent. You must be at least eighteen (18) years of age to access or use the Site.

The Company maintains records of each user's acceptance of these Terms, including the date and time of acceptance, the version of the Terms accepted, the method of acceptance (e.g., checkbox, button click), the user's IP address, and the user interface presentation displayed at the time of acceptance. These records may be used as evidence of your agreement to these Terms.

IMPORTANT NOTICE REGARDING ARBITRATION: SECTION 13 OF THESE TERMS CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS, YOU AGREE THAT ALL DISPUTES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION. PLEASE READ SECTION 13 CAREFULLY BEFORE ACCEPTING THESE TERMS.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

To access certain features of the Site and Services, you must register for an Account by providing accurate, current, and complete information as prompted by the registration process. You represent and warrant that all registration information you submit is truthful and accurate, and you agree to maintain and promptly update such information. At the time of Account creation, you will be required to affirmatively accept these Terms and the Privacy Policy through a clickwrap mechanism before your Account is activated.

You are solely responsible for maintaining the confidentiality of your Account credentials, including your password, and for all activities that occur under your Account. You agree to immediately notify the Company at hello@othersidelife.com of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to safeguard your Account credentials.

The Company may suspend, restrict, or terminate your Account at any time, with or without cause, in its sole discretion, including for any violation of these Terms. The Company will exercise its discretion under this Section in a consistent, non-discriminatory manner. You may delete your Account at any time by contacting us at hello@othersidelife.com or by following the instructions on the Site. Upon termination, Section 9 (Term and Termination) governs the consequences and surviving provisions.

The Site operates as a technology-enabled marketplace and concierge coordination platform for end-of-life and estate-related Coordination Services. Through the Platform, users may access three service pillars:

Prepare to Die: Advance planning, documentation, digital legacy, and readiness coordination.

Deal with Death: Active death care logistics coordination, estate administration support, funeral and memorial arrangements, real estate, pack-out/move-out, and related service coordination.

Heal with Death: Grief support coordination, death doula matching, bereavement resources, and emotional wellness service facilitation.

The Company connects users with independent Vendors through the Platform. You acknowledge and agree that:

(a) The Company provides Coordination Services only. The Company is a technology platform and coordination facilitator, not a provider of professional services. The Company does not employ, direct, control, or supervise Vendors in the delivery of their professional services. Vendors are independent contractors operating under their own professional licenses, insurance, and legal obligations.

(b) The Company does not provide, and the Services do not constitute, legal advice, medical advice, financial advice, tax advice, insurance, real estate brokerage, or funeral direction. Any information on the Site is for general informational purposes only.

(c) Any engagement with a Vendor is a separate contractual relationship between you and that Vendor, governed by the applicable Vendor Agreement and the Vendor's own terms, licenses, and professional obligations. The Company is not a party to any Vendor Agreement.

(d) The Company performs introductory screening of Vendors, which may include verification of stated credentials and background checks. However, the Company does not guarantee or warrant the quality, safety, legality, licensure, insurance coverage, or availability of any Vendor's services, and introductory screening does not create a duty of ongoing supervision.

(e) Your reliance on any Vendor's services is at your sole risk. You should independently verify any Vendor's credentials, licenses, insurance, and qualifications before engaging their services.

Certain Service tiers include concierge-led Coordination Services, pursuant to which the Company assigns a dedicated coordinator to manage logistics on your behalf. Concierge coordinators perform scheduling, communication facilitation, document routing, vendor matching, and administrative logistics. Concierge coordinators do not provide professional advice, make clinical or legal judgments, or exercise professional discretion on your behalf. Clinical, legal, financial, and insurance decisions remain solely with you and your chosen licensed professionals.

Concierge Coordination Services are governed by a separate Client Service Agreement that supplements these Terms. In the event of any conflict between these Terms and the Client Service Agreement regarding service delivery, the Client Service Agreement controls.

The Company may facilitate payments between users and Vendors through escrow accounts or third-party payment processors (including Stripe). You acknowledge that:

(f) Funds held in escrow are released to Vendors upon completion of specified service milestones as defined in the applicable Client Service Agreement.

(g) The Company is not a bank, financial institution, or money transmitter. Escrow and payment facilitation services are provided through licensed third-party partners.

(h) The Company bears no liability for any failure or delay by a third-party payment processor or escrow agent.

THE COMPANY PROVIDES COORDINATION SERVICES ONLY. THE COMPANY DOES NOT PROVIDE AND THE SITE DOES NOT CONTAIN LEGAL, MEDICAL, FINANCIAL, TAX, OR INSURANCE ADVICE. ANY INFORMATION ON THE SITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR CONSULTATION WITH QUALIFIED PROFESSIONALS. ALL PROFESSIONAL SERVICES ARE DELIVERED EXCLUSIVELY BY INDEPENDENT VENDORS UNDER THEIR OWN PROFESSIONAL LICENSES AND OBLIGATIONS.

The Platform may include intake forms, questionnaires, and guided workflows designed to collect information necessary to match you with appropriate Vendors and coordinate Services. These tools are designed to facilitate Coordination Services and are not designed to elicit, require, or suggest content that is unlawful or discriminatory. You are solely responsible for the accuracy and legality of the information you provide through any intake form or workflow.

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services solely for your personal, non-commercial use as contemplated by the Services. This license does not include the right to sublicense, resell, or distribute any aspect of the Site or Services.

You shall not, and shall not permit any third party to:

(a) License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or any Content, in whole or in part.

(b) Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Site, except to the extent the foregoing restrictions are expressly prohibited by applicable law.

(c) Access the Site in order to build a similar or competitive website, product, or service, or to benchmark the Site against any competing platform.

(d) Copy, reproduce, distribute, republish, download, display, post, or transmit any Content in any form or by any means, except as expressly permitted herein.

(e) Use any robot, spider, crawler, scraper, or other automated means to access the Site or extract data, except as expressly permitted in the Site's robots.txt file for public search engine indexing purposes only.

(f) Use the Site to transmit any virus, worm, Trojan horse, or other malicious code.

(g) Circumvent, disable, or otherwise interfere with any security-related features of the Site.

(h) Interfere with or disrupt the integrity or performance of the Site or any data contained therein.

(i) Attempt to gain unauthorized access to the Site, other Accounts, computer systems, or networks connected to the Site.

(j) Use the Site for any purpose that is unlawful or prohibited by these Terms.

The Company reserves the right, at any time and without notice, to modify, suspend, or discontinue any aspect of the Site or Services, temporarily or permanently. You agree that the Company will not be liable to you or any third party for any modification, suspension, or discontinuation of the Site or Services.

Unless separately agreed in a Client Service Agreement, the Company has no obligation to provide you with any support, maintenance, or training in connection with the Site.

The Site, the Platform, and all Content and technology provided by the Company, including all Intellectual Property embodied therein, are and remain the exclusive property of the Company and its licensors (including Otherside Life Ltd., Canada). These Terms do not transfer to you any ownership interest in or to the Site, the Platform, or any Intellectual Property of the Company or its licensors. All rights not expressly granted herein are reserved by the Company and its licensors.

The Otherside Life name, the Otherside Life logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its licensors. You may not use such marks without the prior written consent of the Company. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

If you provide the Company with any feedback, suggestions, ideas, or recommendations regarding the Site or Services ("Feedback"), you hereby irrevocably assign to the Company all right, title, and interest in and to such Feedback, including all Intellectual Property rights therein. The Company shall have the right to use and fully exploit such Feedback without restriction, attribution, or compensation. You agree not to submit any Feedback that you consider confidential or proprietary.

You are solely responsible for your User Content, including its legality, reliability, accuracy, and appropriateness. You assume all risks associated with your User Content, including any reliance by others on its accuracy or any disclosure that personally identifies you or any third party. The Company is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for maintaining your own backup copies.

By submitting User Content to the Site, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content solely in connection with the operation and improvement of the Site and Services. You irrevocably waive any claims of moral rights or attribution with respect to your User Content.

You represent and warrant that your User Content does not and will not:

(a) Violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, or right of publicity.

(b) Contain any material that is unlawful, defamatory, obscene, threatening, harassing, or harmful to minors.

(c) Contain any false, misleading, or deceptive statements or information.

(d) Violate any applicable law, regulation, or the Acceptable Use Policy set forth in Section 7.5.

To the extent applicable under 47 U.S.C. § 230, the Company functions as a provider of an interactive computer service with respect to User Content submitted by users. The Company does not create, author, or develop User Content. The Company's role with respect to User Content is limited to providing the Platform through which users may submit, display, and share their own Content. The Company reserves the right, but has no obligation, to monitor, review, edit, or remove User Content.

In addition to the restrictions in Section 5.2, you agree not to use the Site to:

(a) Upload, transmit, or distribute any computer viruses, worms, or software intended to damage or alter any computer system or data.

(b) Send unsolicited or unauthorized advertising, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages.

(c) Harvest, collect, or assemble information or data regarding other users without their consent.

(d) Interfere with, disrupt, or create an undue burden on servers or networks connected to the Site.

(e) Harass, abuse, stalk, threaten, or otherwise violate the legal rights of any other user.

(f) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

(g) Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site.

(h) Post or transmit any User Content that promotes discrimination, racism, bigotry, hatred, or physical harm against any group or individual.

The Company reserves the right, but has no obligation, to monitor, review, refuse, or remove any User Content at its sole discretion. The Company will exercise enforcement discretion in a consistent manner. The Company may investigate violations and may take appropriate action, including removing or modifying User Content, suspending or terminating Accounts, and reporting violations to law enforcement.

You acknowledge that the Services involve the collection, use, and processing of Sensitive Information, including health conditions, terminal diagnoses, end-of-life preferences, hospice status, estate details, family relationships, financial information, and funeral or memorial preferences. Your acceptance of these Terms and use of the Site constitutes your informed consent to the collection and processing of Sensitive Information as described in these Terms and the Privacy Policy.

The Company is not a covered entity or business associate under the Health Insurance Portability and Accountability Act ("HIPAA"). The Company does not provide healthcare services, health insurance, or healthcare payment processing. Sensitive Information shared through the Platform is collected and processed pursuant to these Terms and the Privacy Policy, not under HIPAA. Notwithstanding the foregoing, the Company implements administrative, technical, and physical safeguards designed to protect Sensitive Information, including health-related information, as described in the Security Statement. If the Company enters into a relationship with a HIPAA-covered entity that requires compliance with HIPAA, the Company will execute a Business Associate Agreement and implement the additional safeguards required thereby.

The Company's collection, use, storage, retention, sharing, and disclosure of Personal Information and Sensitive Information are governed by the Privacy Policy, which is incorporated into these Terms by reference. You are required to review and accept the Privacy Policy before using the Services. In the event of any conflict between these Terms and the Privacy Policy regarding the handling of Personal Information, the Privacy Policy controls.

The Company implements administrative, technical, and physical safeguards designed to protect Personal Information and Sensitive Information from unauthorized access, use, alteration, or destruction. These safeguards are proportionate to the sensitivity of the information processed and the nature, scope, and purposes of processing. However, no method of transmission over the Internet or method of electronic storage is completely secure, and the Company cannot guarantee the absolute security of your information.

The Company is committed to compliance with applicable data protection laws, including the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), the Colorado Privacy Act, the Virginia Consumer Data Protection Act, and other applicable state privacy laws. Your rights under these laws are detailed in the Privacy Policy. The Company will not discriminate against you for exercising any rights available to you under applicable data protection laws.

In order to facilitate Coordination Services, the Company may share your Personal Information and Sensitive Information with Vendors you have been matched with or have engaged. You acknowledge and consent to this sharing, which is necessary for the performance of the Services. The Company requires Vendors to maintain the confidentiality of your information through contractual obligations in the applicable Vendor agreements. However, the Company is not responsible for a Vendor's independent handling of your information after it has been shared in accordance with this Section.

These Terms commence on the date you first accept these Terms (as recorded pursuant to Section 1.4) and continue until terminated in accordance with this Section.

You may terminate these Terms at any time by closing your Account and discontinuing use of the Site. If you have an active Client Service Agreement, termination of these Terms does not relieve you of obligations arising under that agreement.

The Company may suspend or terminate your rights to use the Site, including your Account, at any time, for any reason or no reason, at its sole discretion, including for any use of the Site in violation of these Terms. The Company will exercise its termination discretion in a consistent and non-arbitrary manner, and will use reasonable efforts to provide notice of termination where practicable.

Upon termination: (a) your right to access and use the Site terminates immediately; (b) the Company may delete your User Content and Account data from its live databases, subject to applicable law, data retention requirements, and the Privacy Policy; and (c) the Company will have no liability to you for the termination of your Account or deletion of your User Content. The Company will comply with applicable data protection laws regarding post-termination data retention and deletion.

The following Sections survive termination of these Terms: Sections 5.2, 6, 7.2, 8, 10 through 17, and any other provisions that by their nature should survive termination.

THE SITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. THE COMPANY AND ITS LICENSORS, SUPPLIERS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

THE COMPANY MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT RESULTS OBTAINED FROM THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE.

THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY VENDOR'S SERVICES. THE COMPANY IS NOT A PARTY TO ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY VENDOR. THE COMPANY MAKES NO REPRESENTATION REGARDING THE LICENSING, CREDENTIALS, QUALIFICATIONS, INSURANCE COVERAGE, COMPETENCE, OR RELIABILITY OF ANY VENDOR. YOUR ENGAGEMENT OF ANY VENDOR IS AT YOUR SOLE RISK AND SUBJECT TO YOUR OWN DUE DILIGENCE.

THE COMPANY'S COORDINATION SERVICES ARE ADMINISTRATIVE AND LOGISTICAL IN NATURE. THE COMPANY DOES NOT EXERCISE PROFESSIONAL JUDGMENT, CLINICAL DISCRETION, LEGAL ANALYSIS, OR FINANCIAL ADVISORY FUNCTIONS. ANY DECISIONS REGARDING END-OF-LIFE CARE, ESTATE PLANNING, LEGAL MATTERS, FINANCIAL MATTERS, OR MEDICAL TREATMENT ARE MADE SOLELY BY YOU AND YOUR CHOSEN QUALIFIED PROFESSIONALS.

Some jurisdictions do not allow the exclusion of implied warranties, so certain of the above exclusions may not apply to you. In such jurisdictions, the Company's liability is limited to the maximum extent permitted by applicable law. If applicable law requires any warranties with respect to the Site, all such warranties are limited in duration to ninety (90) days from the date of first use.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS LICENSORS, SUPPLIERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, EMOTIONAL DISTRESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THESE TERMS, YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, ANY VENDOR'S SERVICES, OR ANY CONTENT OBTAINED FROM THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE AND SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

You acknowledge that the disclaimers and limitations of liability in Sections 10 and 11 reflect a reasonable and fair allocation of risk between you and the Company, that these limitations form an essential basis of the bargain between you and the Company, and that the Company would not be able to provide the Site or Services on an economically reasonable basis without these limitations.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

You agree that any dispute, claim, or controversy between you and the Company or any of its officers, directors, employees, agents, affiliates, successors, or assigns (collectively, the "Company Parties") arising from or relating to these Terms, the Site, the Services, or any Vendor engagement facilitated through the Site (each a "Dispute") will be resolved by binding arbitration as set forth in this Section (the "Arbitration Agreement"), except that:

(a) Either party may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis.

(b) Either party may seek equitable relief in court for infringement or other misuse of Intellectual Property rights (including trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you accepted these Terms or any prior version thereof. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, which may seek relief against the Company Parties on your behalf if the law allows.

Before initiating arbitration, the parties agree to attempt to resolve any Dispute through an Informal Dispute Resolution Conference, conducted by telephone, videoconference, or through the Company's online dispute resolution form (if available), within forty-five (45) days of the date on which the other party receives written Notice. If you are represented by counsel, your counsel may participate, but you must also personally participate in the conference.

Notice to the Company shall be sent by email to hello@othersidelife.com or by certified mail to 1111B S Governors Ave, STE 48175, Dover, Delaware 19904. "Receipt" of Notice occurs on the date of email delivery confirmation or the date of certified mail delivery. The Notice must include: (1) your name, telephone number, mailing address, and email address associated with your Account (if any); (2) the name, telephone number, mailing address, and email address of your counsel, if any; and (3) a description of the Dispute and the relief sought.

Completion of the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. Applicable statutes of limitation and filing fee deadlines shall be tolled while the parties engage in this process.

These Terms evidence a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process does not resolve the Dispute satisfactorily within sixty (60) days after receipt of Notice, either party may initiate binding arbitration administered by JAMS under its Streamlined Arbitration Rules (for claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest) or Comprehensive Arbitration Rules (for all other claims), as applicable, available at www.jamsadr.com.

Unless the parties agree otherwise, or the Batch Arbitration process in Section 13.9 is triggered, arbitration will be conducted in the county where you reside. All materials and documents exchanged during arbitration shall be kept confidential by the parties and their advisors. If JAMS is not available, the parties will select an alternative arbitral forum. Your responsibility to pay JAMS fees and costs will be as set forth in the applicable JAMS Rules.

Subject to Section 13.5 (Delegation) and the specific carve-outs below, the arbitrator shall have the authority to grant motions dispositive of all or part of any claim, to award monetary damages and any non-monetary remedy or relief available under applicable law, the JAMS Rules, and these Terms, and to issue a written award and statement of decision describing the essential findings and conclusions on which any award is based. The arbitrator shall follow applicable law. The award of the arbitrator is final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction.

The following matters shall be decided by a court of competent jurisdiction and not by an arbitrator:

(a) All Disputes arising out of or relating to the class action waiver in Section 13.7, including any claim that all or part of that waiver is unenforceable, illegal, void, or voidable.

(b) Except as expressly contemplated in Section 13.9 (Batch Arbitration), all Disputes about the payment of arbitration fees.

(c) All Disputes about whether either party has satisfied any condition precedent to arbitration.

(d) All Disputes about which version of this Arbitration Agreement applies.

DELEGATION OF ARBITRABILITY. THE PARTIES EXPRESSLY AGREE THAT THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, UNCONSCIONABILITY, OR FORMATION OF THIS ARBITRATION AGREEMENT, INCLUDING ANY CLAIM THAT ALL OR PART OF THIS ARBITRATION AGREEMENT IS VOID OR VOIDABLE. THIS DELEGATION PROVISION IS AN AGREEMENT TO ARBITRATE UNDER THE FEDERAL ARBITRATION ACT AND SHALL BE SEVERABLE FROM THE REMAINDER OF THIS ARBITRATION AGREEMENT. THE PARTIES INTEND THIS DELEGATION PROVISION TO BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS SPECIFIED IN SECTION 13.1, YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY. ALL COVERED DISPUTES SHALL BE RESOLVED EXCLUSIVELY BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT AND MUST FOLLOW THESE TERMS AS A COURT WOULD. HOWEVER, THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.

YOU AND THE COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 13.9, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR MASS ACTION BASIS. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If a court of final jurisdiction determines that the limitations of this class action waiver are invalid or unenforceable as to a particular claim or request for relief, that specific claim shall be severed from arbitration and may be litigated in state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated. This waiver does not prevent participation in a class-wide settlement of claims.

Each party shall bear its own attorneys' fees and costs unless the arbitrator finds that the substance of the Dispute or the relief sought was frivolous or brought for an improper purpose under the standard of Federal Rule of Civil Procedure 11(b). The prevailing party in any court action to compel arbitration or to determine whether conditions precedent have been satisfied is entitled to recover reasonable costs, disbursements, and attorneys' fees.

If one hundred (100) or more substantially similar individual Requests are filed against the Company by or with the assistance of the same law firm, group of law firms, or organizations within a thirty (30) day period, JAMS shall: (1) administer the arbitration demands in batches of one hundred (100) Requests per batch (plus a final batch of any remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees per side per batch, one procedural calendar, one hearing (if any), and one final award ("Batch Arbitration").

Requests are "substantially similar" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues. Disputes over batch applicability shall be resolved by an Administrative Arbitrator appointed by JAMS, whose fees shall be paid by the Company. This provision does not authorize class, collective, or mass arbitration.

You have the right to opt out of this Arbitration Agreement by sending written notice to 1111B S Governors Ave, STE 48175, Dover, Delaware 19904, or by email to hello@othersidelife.com, within thirty (30) days of first accepting these Terms (the date of your clickwrap acceptance as recorded pursuant to Section 1.4). Your notice must include your name, address, email address associated with your Account, and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out, all other provisions of these Terms continue to apply.

The Company will maintain records of all opt-out notices received, including the date of receipt, the identity of the user, and the method of delivery. The Company will acknowledge receipt of opt-out notices within ten (10) business days.

Except as provided in Section 13.7 (class waiver), if any part of this Arbitration Agreement is found invalid or unenforceable, that part shall be severed and the remainder shall continue in full force and effect. Any Dispute must be initiated within the applicable statute of limitations or it will be time-barred.

If the Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days by writing to the Company at the address above. If you reject the change, the most recent version to which you agreed shall remain in effect. Changes to this Arbitration Agreement do not provide a new opportunity to opt out if you previously accepted and did not validly opt out. The Company will continue to honor any valid opt-outs previously submitted.

The Company and its legal counsel will not engage in litigation conduct inconsistent with the Arbitration Agreement (such as filing dispositive motions in court before moving to compel arbitration) and will promptly invoke arbitration when a covered Dispute arises. Any waiver of the right to arbitrate will be evaluated under ordinary waiver principles without requiring a showing of prejudice.

The Site may contain links to third-party websites, applications, and services, and may display third-party content (collectively, "Third-Party Content"). The Company does not control, endorse, or assume responsibility for any Third-Party Content. You access and use Third-Party Content at your own risk, subject to the third party's terms and privacy policies.

Your interactions with other users of the Site are solely between you and the other user. The Company is not responsible for any loss or damage arising from such interactions and is under no obligation to become involved in disputes between users.

You hereby release the Company and its officers, employees, agents, successors, and assigns from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with your interactions with Vendors, other users, or Third-Party Content. If you are a California resident, you hereby waive California Civil Code Section 1542, which provides that a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release.

The Company respects the intellectual property rights of others and expects users of the Site to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), the Company has adopted and implemented a policy that provides for the removal of infringing materials and for the termination, in appropriate circumstances, of users who are repeat infringers of intellectual property rights.

If you believe that Content on the Site infringes your copyright, please submit a written notification to our designated Copyright Agent containing:

(a) Your physical or electronic signature.

(b) Identification of the copyrighted work(s) you claim have been infringed.

(c) Identification of the material on the Site you claim is infringing and sufficient information to permit us to locate it.

(d) Your address, telephone number, and email address.

(e) A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.

(f) A statement, under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Designated Agent: Yannick Rose

Address: 1111B S Governors Ave, STE 48175, Dover, Delaware 19904

Email: hello@othersidelife.com

Telephone: (833) 716-5433

If you believe that your Content was removed or disabled by mistake or misidentification, you may submit a counter-notification to the Copyright Agent with the following information: (a) your physical or electronic signature; (b) identification of the Content that was removed and the location where it appeared before removal; (c) a statement under penalty of perjury that you have a good faith belief that the Content was removed as a result of mistake or misidentification; and (d) your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal court in the District of Delaware and that you will accept service of process from the person who provided the original notification.

The Company will terminate the Accounts of users who are repeat infringers in appropriate circumstances. The Company maintains records of copyright infringement notices received and actions taken, and will track repeat infringement by individual users to enforce this policy.

The Company reserves the right to modify these Terms at any time. If we make material changes, we will notify you by email (to the most recent address associated with your Account) and by prominent notice on the Site at least thirty (30) days before the changes take effect. Material changes will require renewed clickwrap acceptance before you may continue using the Site. Your continued use of the Site after the effective date of revised Terms, and your acceptance through the renewed clickwrap mechanism, constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must discontinue use of the Site.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For any claims not subject to arbitration under Section 13, you and the Company consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

The Site may be subject to U.S. export control laws and regulations. You agree not to export, re-export, or transfer any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of applicable export laws.

By accepting these Terms, you consent to receive electronic communications from the Company. You agree that all terms, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. The foregoing does not affect your non-waivable rights.

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the Company's prior written consent. The Company may freely assign these Terms without restriction. Any attempted assignment in violation of this Section is null and void. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the Company.

These Terms, together with the Privacy Policy, Cookie Policy, Payment & Billing Terms, Refund & Cancellation Policy, Accessibility Statement, Security Statement, Website Disclaimers, DMCA Notice & Copyright Policy, Global Risk Framework, and any applicable Client Service Agreement, constitute the entire agreement between you and the Company regarding the Site and Services, and supersede all prior agreements, representations, and understandings. The word "including" means "including without limitation." Your relationship to the Company is that of an independent contractor, and neither party is an agent or partner of the other.

The Company shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond the Company's reasonable control, including natural disasters, pandemics, epidemics, acts of government, war, terrorism, civil unrest, labor disputes, power failures, Internet disruptions, telecommunications failures, or failures of third-party service providers.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Where these Terms grant the Company discretionary authority (including with respect to Account termination, User Content removal, and Terms modification), the Company will exercise such discretion in good faith, in a consistent and non-arbitrary manner, and in accordance with the purposes described in these Terms.