EFFECTIVE DATE: August 5, 2025

Welcome! Commerce Media Holdings, LLC (“Complex”) owns and operates the website (including mobile-optimized versions) or application (collectively, the “Sites”) that you are currently visiting. When these Terms of Service use the words “we,” “our,” and “us,” they are referring collectively to Commerce Media Holdings, LLC, Complex and its Affiliates. Effective as of February 21, 2024, Complex and its global operations have been acquired by Commerce Media Holdings, LLC doing business as Complex. Complex’s websites, apps, advertising services, products, services, and technologies are now owned and managed by Commerce Media Holdings, LLC.

Complex’s Terms of Service (collectively with Complex’s Privacy Policy at https://www.complex.com/privacy “Privacy Policy”) applies to your use of all sites, mobile sites, and mobile applications (collectively, the “Sites”) to which this Terms of Service is linked, and the services, features, content or applications (together with the Sites, the “Services”) offered by Complex and affiliated brands (“Complex,” “we,” “us,” or “our”) on the Sites. Please read this Terms of Service carefully as it sets forth the legally binding terms and conditions for your use of our Services.

IMPORTANT NOTE: PLEASE READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR LEGAL RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US. SPECIFICALLY, PLEASE REFER TO THE SECTION TITLED “SETTLING DISPUTES BETWEEN YOU AND COMPLEX,” WHICH REQUIRES THAT CERTAIN DISPUTES BE SETTLED THROUGH MANDATORY BINDING ARBITRATION AND PRECLUDE YOU FROM LEADING OR PARTICIPATING IN A CLASS ACTION, AS WELL AS THE SECTIONS TITLED “CLASS ACTION WAIVER” AND “JURY TRIAL WAIVER” WHICH CONTAIN A CLASS ACTION WAIVER AND JURY TRIAL WAIVER FOR NON-ARBITRABLE DISPUTES .

Acceptance of User Agreement

1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service (hereinafter, “User Agreement”) and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

2. Certain Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this User Agreement by this reference.

3. This User Agreement applies to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

Eligibility

If you are below the age of consent under applicable law in the country in which you reside, then your parent or legal guardian must read and accept the terms and conditions of this User Agreement in your name and on your behalf. If you are agreeing to this User Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to do so.

In the U.S., you must be at least 16 years of age to use the Services. By using the Services, you represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, use the Services. Our Sites are not targeted to nor meant for anyone under 16 years of age. If you become aware of anyone using the Services who is under the age of 16, please report this to: legal@complex.com. We do not knowingly collect information from anyone under the age of 16.

We may, in our sole discretion, refuse to offer the Services to any person or entity for any reason. We may also change this eligibility criteria at any time, in our sole discretion. You are solely responsible for ensuring that your use of the Services is in compliance with all laws, rules and regulations applicable to you. If you are a minor, you may wish to consult your parents about what portions of the Services are appropriate for you.

Further, the Services are offered only for your personal use, and not for the use or benefit of any third party.

You cannot access or use the Services if you are barred from receiving the Services under applicable law or have previously been suspended or removed from the Services.

User Accounts and Registration

In order to use certain parts of the Services, you may be required to register for an account (“Account”) on behalf of yourself and/or on behalf of any entity or individual for which you are registering. You are responsible for ensuring that all required registration information you submit is truthful and accurate, and that your contact information is current. You are solely responsible for maintaining the confidentiality and security of your Account login information. You agree not to share your login credentials or access to your Account with anybody or to create more than one account. We are not liable for any losses incurred by you or any party as a result of unauthorized use of your Account. You agree to notify us immediately of any unauthorized use of your Account.

We reserve the right to close, suspend or limit access to your Account and/or the Services in the event that, in our sole discretion: (i) we are unable to obtain or verify your identity or eligibility; (ii) the security of your Account has been compromised; or (iii) your Account has been, or is reasonably suspected to have been, used in a nefarious manner.

Content

For purposes of this User Agreement, the term “Content” includes, without limitation, any information, data, text, photographs and other images, videos, audio clips, written posts, articles, comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent to us that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting from your actions. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate or available.

Intellectual Property Rights. The Services may contain Content specifically provided by us, our partners or our users, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You shall abide by all copyright or other legal notices, information, and restrictions contained in any Content accessed through the Services (“Protected Content”). The trademarks, logos, trade names, trade dress, and service marks, whether registered or unregistered (collectively the “Trademarks”) displayed on the Services are Trademarks of Complex and its third party partners. Nothing contained on the Services shall be construed as granting by implication or otherwise, any license or right to use any Protected Content or Trademarks displayed on the Services without the written permission of Complex or such third party that may own the Protected Content or Trademarks.

Any unauthorized commercial use of the Content or Trademarks will violate the intellectual property rights of Complex and/or third parties associated with Complex and will be subject to Complex’s and/or those third party’s full legal rights and remedies.

Use License. Subject to this User Agreement, we grant each user of the Services a worldwide, non-exclusive, revocable, non-sublicensable and non-transferable license to view, print, download, and display locally Content, to the extent we hold such rights, solely for the user’s personal use of the Services. Use, reproduction, modification, distribution or storage of any Content for any other purpose is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

License Grant. By submitting User Content through the Services, you grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable, license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), including after your termination of your Account or the Services. For the sake of clarity, the foregoing license grant includes our right to distribute, display, perform and otherwise use the User Content in connection with material provided by our advertisers and other business partners, and you shall not be entitled to any remuneration for such use. To the extent any User Content you submit includes any biographical information, including your name, likeness, voice, or photograph, you acknowledge and agree that this license shall apply to the same. You also grant each user of the Site and/or the Services a non-exclusive, perpetual license to access your User Content through the Site and/or the Services, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Except where prohibited by applicable law, by submitting User Content through the Services, you are waiving and agreeing not to assert any trademarks, copyrights, rights of publicity, or “moral” rights or claims resulting from our alteration of the User Content or any photograph(s), footage, illustrations, statements or other work contained in the User Content. You are also agreeing to appoint Complex as your irrevocable attorney-in-fact with respect to the User Content, with the right to execute and deliver any documents, in your name and on your behalf, to ensure that Commerce Media Holdings, LLC can use the User Content that you are licensing in any way Complex sees fit to own and protect the rights in any derivative works created from your User Content, and to have the User Content removed from any other website or forum.

Unless prohibited by applicable law, upon request from Complex, you agree to execute and deliver any such additional documents that Complex deems reasonably necessary to establish our ability to use the User Content as we see fit and that “Moral Rights of Authors” are waived under this User Agreement. Should Complex fail to request any licenses or other documents, that shall not be deemed a waiver of Complex’s rights and we may request any such documents at a later time.

Unless otherwise agreed upon in writing by you and Complex, you may not use any third party platforms, other than your own website or your own social media pages, to link to or distribute the Content.

Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this User Agreement), or for no reason at all and (ii) to remove or block any Content from the Services.

Third Party Affiliates. We participate in affiliate marketing and may allow affiliate links to be encoded on some of our pages. This means that we may earn a commission if/when you click on or make purchases via affiliate links. If you purchase any of the products or services offered by these third parties, you are purchasing directly from those third parties, not from Complex. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these third parties (including the content of their websites, their availability, or their pricing). Complex does not assume any responsibility or liability for the actions, products, services, or content of these third parties. These third parties may have their own terms and privacy policies, which you should review carefully.

Rules of Conduct

As a condition of use, you agree not to use the Services for any purpose that is prohibited by this User Agreement. You are responsible for all of your activity in connection with the Services. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:

1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

2. you know is false, misleading, untruthful or inaccurate;

3. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;

4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

5. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

6. impersonates any person or entity, including any of our employees or representatives;

7. includes anyone’s personal data (as defined in our Privacy Policy), identification documents, or other sensitive information, without having their prior consent;

8. accesses the Services to build a similar or competitive website, application, product, or service; or

9. uses the Services in any way except as permitted by this User Agreement.

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You must abide by all applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this User Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.

Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, including but not limited to our sponsors, Facebook, and Google, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. If you believe that any linked content on other websites, services or resources violates applicable law or may be inappropriate, please notify us. We will review the linked content and may, in our sole discretion, remove the link from the Services. The inclusion of any such link does not imply any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Additional Terms May Apply. Depending on the Content or features included in the Services, additional terms may apply (“Additional Terms”). Additional Terms may also apply for promotions, sweepstakes, contest, giveaways, or similar programs. If this User Agreement is inconsistent with any Additional Terms, the Additional Terms will control.

Our Communications to You. We may communicate with you electronically, including by posting notices on the Site or by responding to your emails. You agree that all agreements, notices, disclosures or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Feedback and Unsolicited Material. Any feedback, comments, or suggestions (“Feedback”) you may provide regarding the Site or the Services is entirely voluntary.

By providing us Feedback, you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it, and you will provide us with reasonable cooperation in documenting this grant. We have no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. All provisions of this User Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Notwithstanding the foregoing, upon such termination, we reserve the right to archive your Account and/or retain User Content to the extent necessary to comply with legal and/or audit requirements or other applicable data retention policies.

Mobile Terms of Service

Complex may offer you the ability to sign up to receive text message communications from us (the “Mobile Service”). Consenting to receive text message communications from us constitutes your agreement to these Mobile Terms of Service. We may modify or cancel the Mobile Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms of Service at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

Program Description. The Mobile Service may include service-related messages, such as order updates, account alerts, and similar messages about your purchases with us. Promotional messages may include promotions, discounts, and other marketing offers (e.g., cart reminders).

E-SIGN Consent. By providing your consent to participate in the Mobile Service, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at data-privacy@complex.com with “Revoke Electronic Consent” in the subject line. These Mobile Terms of Service will still apply if you withdraw consent to the use of an electronic record. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at data-privacy@complex.com with contact information and the address for delivery.

Visit Complex’s Data Rights Management portal.

Agreement and Consent to Participate in the Mobile Service. You can provide us with your consent to participate in the Mobile Service in multiple ways, such as by providing us with your phone number on our Sites, through communications or transactions with us (such as by initiating text message communications with us), or by opting in to the Mobile Service. SMS consent is not a condition of purchase. Message frequency varies. By providing consent, you authorize us to use automated or nonautomated technology to send SMS messages to the number associated with your consent. We may send you an initial message confirming your enrollment in the Mobile Service. We are not responsible for delayed or undelivered text messages. We will not sell or share your mobile phone number or your message consent preferences with third parties for their promotional or marketing purposes.

Eligibility. By consenting to participate in the Mobile Service, you represent that you are 18 years of age or older and understand the obligations and agree to the terms set forth in these Mobile Terms of Service.

Costs of the Mobile Service. Complex does not charge you for the Mobile Service. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.

Opting Out of the Mobile Service. Text the single keyword command STOP to 70247 to cancel. You can opt out of the Mobile Service by replying STOP to a text message from Complex. You must separately opt out of each number from which you’ve provided us with consent to participate in the Mobile Service. After we receive your “STOP” text, we may send you confirmation of your opt-out via text message. You may opt into the Mobile Service again by providing consent as described above.

Assistance. For Service support or assistance, text HELP to 70247 or email support@complex.com.

For more information regarding our privacy practices in connection with the Mobile Service, please see our Privacy Policy.

Warranty Disclaimer

We have no special relationship with or fiduciary duty to you. You acknowledge that Complex has no duty to take any action regarding:

1. which users gain access to the Services;

2. what Content you access via the Services; or

3. how you may interpret or use the Content.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, CONTRACTORS, AND CONTENT PROVIDERS (COLLECTIVELY, THE (“COMMERCE MEDIA HOLDINGS, LLC ENTITIES”) DO NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. WE MAKE NO WARRANTY THAT WE WILL UPDATE OR CONTINUE TO OFFER OR MAKE AVAILABLE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY PARTICULAR WEBSITE, APP, OR SERVICE FOR ANY PARTICULAR LENGTH OF TIME. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SERVICES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification. You shall defend, indemnify, and hold harmless the Complex Entities from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (i) your use or misuse of, or access to, the Services, Content, Trademarks, or otherwise from your User Content; (ii) any violation of this User Agreement, or any infringement by you of any intellectual property or other right of any person or entity; or (iii) any third party using your Account or identity in the Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability. IN NO EVENT SHALL COMMERCE MEDIA HOLDINGS, LLC ENTITIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) FOR ANY CLAIMS, LIABILITIES, OR DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00; OR (IV) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR ANY CONTENT, OR ANY LINK OR CONNECTION PROVIDED BY THE SERVICES, WHETHER OR NOT COMMERCE MEDIA HOLDINGS, LLC ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Governing Law and Jurisdiction. This User Agreement shall be governed by and construed in accordance with the laws of the State of New York. You agree that any dispute arising from or relating to the subject matter of this User Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York, except where the jurisdiction and venue are mandated by applicable law.

Modification. We reserve the right, in our sole discretion, to modify or replace any part of this User Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check this User Agreement periodically for changes. Your continued use of the Services following notification of any changes to this User Agreement constitutes acceptance of those changes.

Payments

You agree to pay all applicable charges and fees (including taxes, shipping and handling) related to any purchase you make on or through the Services, which are described upon checkout. All payments are processed and collected by our third-party service providers. All purchases and returns are subject to this User Agreement and our Returns Policy.

Depending on the Site you are making purchases on, you may have a limited amount of time to purchase the products. Some of our brands offer a limited number of each item and do not guarantee product replenishment. In these situations, we will fulfill orders in the order they are received, and therefore products may sell out before your order for such product is fully processed. In the event that we cannot fully process your order due to lack of products, we will refund the fees you paid for the unavailable product to your payment card.

Settling Disputes Between You and Complex

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.

Informal Dispute Resolution. Most disputes between you and Complex arising from or relating to the Services or this User Agreement (“Disputes”) can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration, except as set forth in in the Exceptions paragraph below (“Informal Dispute Resolution”). This requires emailing legal@complex.com a written notice (“Written Notice”), which must include: (1) your name; (2) the email address(es) associated with your relationship with Complex; (3) a detailed description of the issue; and (4) how you’d like to resolve it. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to legal@complex.com, while the parties attempt informal resolution.

The Written Notice must be provided on an individualized basis and you and Complex agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party’s counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.

If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and Complex agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below. Agreement to Arbitrate. If Informal Dispute Resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the provisions following this header through and including the paragraph titled “Changes to this Arbitration Agreement” (collectively, the “Arbitration Agreement”).

The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act (“FAA”). The arbitration will be administered by National Arbitration and Mediation (“NAM”). If NAM is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.

In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all Disputes between you and Complex, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement. This Arbitration Agreement supersedes any prior arbitration agreement between Complex and you.

Except as set forth in the paragraph below titled “Exceptions to Informal Dispute Resolution and Arbitration Agreement,” the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and Complex further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.

WAIVER OF RIGHTS INCLUDING JURY TRIAL.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND COMPLEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.

YOU AND COMPLEX ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF COMPLEX PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.

With the exception of the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and the paragraph titled “Mass Filings,” are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Complex shall be entitled to arbitrate the dispute in question.

This provision does not prevent you or Complex from participating in a class-wide settlement of claims.

Arbitration Rules. Except as modified by this Arbitration Agreement, NAM will administer any arbitration in accordance with the NAM “Comprehensive Dispute Resolution Rules and Procedures,” “Fees For Disputes When One of the Parties is a Consumer,” and the “Mass Filing Supplemental Dispute Resolution Rules and Procedures” in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures permitting class or representative actions (“NAM Rules”). The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at commercial@namadr.com.

Except where prohibited by applicable law, the arbitrator shall apply the law of the state of New York without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and Complex agree that dispositive motions will be allowed in the arbitration.

If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and Complex submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.

Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the User Agreement. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements.

Arbitration Fees. Each party is responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled “Mass Filings” or unless you and Complex agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in New York, New York.

Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable) against Complex within reasonably close temporal proximity (“Mass Filing”), the parties agree, subject to the provisions of this “Mass Filings” paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable if NAM is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by Complex and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with Complex and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and Complex agree that NAM may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the NAM procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.

This “Batching” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.

The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a NAM mediator selected from a group of five mediators proposed by a NAM, with Complex and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. Complex, the remaining claimants, and their counsel, and the mediator will then have 90 days (the “Mediation Period”) from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either Complex or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Complex nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

Arbitrator’s Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the User Agreement, including but not limited to the paragraphs titled “Class Arbitration and Collective Relief Waiver” and “Limitation of Liability” as to the types and the amount of damages or other relief for which a party may be held liable.

Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

Exceptions to Informal Dispute Resolution and Arbitration Agreement. Notwithstanding the parties’ agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:

Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret (and any motions to enforce such proceedings) shall be exclusively brought in the state and federal courts located in the City and County of New York, New York.
Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction. Judgments of small claims courts may be enforced as set forth in the rules of such court.
Either party may apply to any court of competent jurisdiction for a provisional remedy in connection with an arbitrable controversy, including without limitation injunctive relief.
Either party may elect to have disputes regarding whether a complaining party has satisfied the Informal Dispute Resolution procedures resolved by a court as a precursor to arbitration.

30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: data-privacy@complex.com. The notice must be sent within 30 days of your first use of the Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, Complex also will not be bound by them.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this User Agreement and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.

Changes to this Arbitration Agreement. Complex will provide 30 days’ notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services after the 30th day, you agree that any unfiled claims of which Complex does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If Complex changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to data-privacy@complex.com before the 30-day period expires.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND COMPLEX THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Jury Trial Waiver

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND COMPLEX AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND COMPLEX UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS OR USE OF THE SERVICES.

Miscellaneous

Entire Agreement and Severability. This User Agreement is the entire agreement between you and us with respect to the Services, including use of the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of this User Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this User Agreement will otherwise remain in full force and effect and enforceable.

Import and Export Jurisdiction. Content and software from the Site may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with your use of this Site, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit content or software from this Site, whether by way of a direct product or of such materials or products, software, or other technical information into which content or software from this Site has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.

Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

Assignment. This User Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture, or employment relationship is created as a result of this User Agreement and neither party has any authority of any kind to bind the other in any respect.

Notices. Unless otherwise specified in this User Agreement, all notices under this User Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@complex.com.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services, or this User Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

No Waiver. Our failure to enforce any part of this User Agreement shall not constitute a waiver of our right to later enforce that or any other part of this User Agreement. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with this User Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Headings. The section and paragraph headings in this User Agreement are for convenience only and shall not affect their interpretation.

Contact and Company details.

Commerce Media Holdings, LLC is a Delaware corporation with its headquarters at 7060 Hollywood Blvd, Floor 2, Los Angeles CA 90028.

You may contact us at the following address: 229 West 43rd Street, 9th Floor, New York, NY 10036, or at the following email address: legal@complex.com.

COMMMERCE MEDIA HOLDINGS, LLC.DMCA COPYRIGHT POLICY

We respect the intellectual property of others, and we ask you to do the same. It is not our intent to infringe on the intellectual property rights of others, and we will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). If you believe that your User Content has been copied in a way that constitutes copyright infringement, please provide us with a written notice (“DMCA Notice”) with the following information:

Procedure for Reporting Copyright Infringement:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

2. Identification of works or materials being infringed;

3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Complex is capable of finding and verifying its existence;

4. Contact information about the notifier including address, telephone number and, if available, e-mail address;

5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Complex’s policy:

1. to remove or disable access to the infringing material;

2. to notify the content provider, member or user that it has removed or disabled access to the material; and

3. that repeat offenders will have the infringing material removed from the system and that Complex will terminate such content provider’s, member’s or user’s access to the service.

Please note that we may request additional information before removing any allegedly infringing material.

Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Complex is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Complex may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Complex’s discretion.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL (IN A DMCA NOTICE OR COUNTER-NOTICE) 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 this procedure is exclusively for notifying Complex and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Complex’s rights and obligations under the DMCA, including 17 U.S.C. §512, 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 laws.

Please contact the Designated Agent to Receive Notification of Claimed Infringement for Complex at legal@complex.com with the subject line “COPYRIGHT INFRINGEMENT” or at:

Commerce Media Holdings, LLC

Attn: Copyright Agent

7060 Hollywood Blvd

Floor 2

Los Angeles CA 90028