PRAYWC, LLC 

TERMS AND CONDITIONS 

​

Thank you for visiting PrayWC, LLC and the PRAYR App (together, “PRAYR,” “we,” “our,” or “us”). This Terms and Conditions Agreement (the “Terms”) is a legal agreement between you and PRAYR and governs your use of our Services. The “Services” means our website, prayr.co and our PRAYR App (our mobile application) and any other website, social media pages, or apps owned or operated by PRAYR, or its affiliates (collectively, the “Site”) and any and all products and services provided to you by PRAYR. By using our Services, you or your business (each, “you,” “your,” “their,” or “user”) agree to be bound to these Terms, and to the extent such acceptance by you is made on behalf of any entity or other organization, the individual making such acceptance represents and warrants they are authorized to bind such entity or other organization to these Terms. 

BEFORE VIEWING OR BROWSING THE SITE OR USING THE SITE OR ANY PRODUCTS OR SERVICES OF PRAYR, PLEASE READ THESE TERMS CAREFULLY, AS THEY (AMONG OTHER THINGS) LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, AND INCLUDES, WITHOUT LIMITATION A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. 

BY USING OUR SERVICES, CREATING AN ACCOUNT, AND/OR DOWNLOADING ANY APP WE MAY OFFER, YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS HEREIN. YOUR ACCEPTANCE OF THESE TERMS CREATES A LEGALLY BINDING CONTRACT BETWEEN YOU AND PRAYR. IF YOU DO NOT AGREE WITH ANY ASPECT OF THESE TERMS, THEN DO NOT USE THE SITE, CREATE AN ACCOUNT WITH US, OR MAKE ANY PURCHASE. 

1. Privacy Policy. By accessing or using our Site, you also acknowledge having read the Privacy Policy, which contains details relating to our collection, use, and disclosure of your Personal Information (as defined therein). If we make any third-party products or services available to you via the Services, the privacy policies of such third-parties will apply with respect to their collection, use and disclosure of your Personal Information. 

2. Individual Features. When using the Site, you will be subject to any additional posted guidelines or rules applicable to specific services, offers, and features we may communicate from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms. Please note that additional and/or different conditions and terms of use may apply to media, contests, competitions, products, or services provided through one or more of our partners or business associates, and you should refer to those before using such. 

3. Modification. We may make modifications, deletions, and/or additions to these Terms (“Changes”) at any time. Changes will be effective: (a) thirty (30) days after we provide notice of the Changes, whether such notice is provided via the website, any app we offer, or through other user interfaces, such as the email or phone number associated with your Account (defined herein below), or otherwise; or (b) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first. 

4. Accounts; Access to Services.  

   1. For some aspects of our Site, you may need to or be able to register an account with us via our website or app (“Account”). To use the Site in this manner and/or register an Account, you must represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Site, and also provide a valid email address and password to create your login profile for the Account. 

   2. Each Account and the rights and privileges provided to Account holders is personal and non-transferable. If you create an Account with us, you agree to: (a) provide accurate, current, and complete information about you as may be prompted by any signup, login, and/or registration forms associated with our Site for any Account (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current, and complete; and (d) notify us immediately of any unauthorized use of your Registration Data or of any other breach of security regarding your Account.  

   3. Certain services may be available exclusively online through the Site. We reserve the right, but are not obligated, to limit the offering of our Services to any person, geographic region, or jurisdiction. We also reserve the right to remove any User Content (defined herein below). We may exercise these rights on a case-by-case basis. We reserve the right to discontinue any Services at any time. Any offer for any services made on our Site is void where prohibited. 

5. International Access. The Site may be accessed from countries other than the United States. However, the Site may only be available for use in certain international locations. If you access and use this Site outside the United States, you are responsible for complying with your local laws and regulations. We make no representation that any part of the Site is appropriate or available for use in other locations. Users may not download, use, export, or re-export any content posted including, without limitation, any PRAYR Materials (defined herein below) on or through the Site or any software utilized or available in connection with the Site in violation of any applicable laws or regulations, including, without limitation, United States export laws, regulations, and controls. 

6. Ownership; Proprietary Rights. The Site is owned and operated by PRAYR and our affiliates. The content, visual interfaces, information, graphics, photos, videos design, compilation, computer code, products, software, Site, and all other offerings and elements thereof that are provided by PRAYR (“PRAYR Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All PRAYR Materials are the proprietary property of PRAYR or its affiliates and/or third-party licensors, or as otherwise noted in connection therewith. All trademark, service mark, and trade names (“Trademarks”) on the Site or in connection with the Services offered are the property of their respective owners. Except as expressly authorized by PRAYR, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, infringe upon, or otherwise make unauthorized use of the PRAYR Materials. Unauthorized use of any of the Trademarks, including, without limitation, reproduction, imitation, dilution or confusing or misleading uses, is prohibited under the trademark laws of the United States and other countries, as applicable. You are expressly prohibited from using or misusing any Trademarks, except as expressly provided in these Terms, and nothing otherwise stated or implied in the Services confers on you any license or right to do so. In addition, the look and feel of the Services, including, without limitation, all page headers, graphics, button icons and scripts, constitute Trademarks and are subject to the restrictions on the use of Trademarks. 

7. Errors, Inaccuracies, and Omissions. Occasionally, there may be information on the Site that contains errors, inaccuracies, or omissions that may relate to descriptions, pricing, promotions, offers, and availability of Services. This Site may also contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information if any information in the Services is inaccurate at any time without prior notice, but we have no obligation to update any information in our Services. You agree that it is your responsibility to monitor changes to our Services.

8. Third Party Sites. These Terms apply to our Services. The Services may include, without limitation, advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties. We and our affiliates may be active investors in businesses related to or mentioned in the Services (such as Major League Rugby) and may or may not have open investment positions in those businesses. You assume any and all risk associated with your purchase decisions irrespective of whether we or our third-party providers, affiliates, agents, or licensors hold positions in products or services mentioned in the Services. You acknowledge and agree that PRAYR is not responsible and shall have no liability for the content of such third-party sites, and products or services made available through them, or your use of or interaction with them. If provided, you should review the terms and conditions of any linked websites or resources carefully. 

9. Use; Prohibited Uses. 

   1. You may use the Services solely for your own individual non-commercial and informational purposes only. Any other use, including, without limitation, for any commercial purposes, is strictly prohibited without our express prior written consent. Systematic retrieval of data or other content from the Services, whether to create or compile, directly or indirectly, a collection, compilation, database, or directory, is prohibited absent our express prior written consent.  

   2. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, payments, or privacy. By using the Services, you represent and warrant that you will not use the Services for any purpose that is either unlawful or prohibited by these Terms. We reserve the right to disclose any information about you or your use of the Services in connection with any investigations by us or law enforcement authorities as may be appropriate or necessary to satisfy any applicable law, regulation, legal process, or governmental request. 

   3. You may not use the Site in any manner that, in our sole discretion, could damage, disable, overburden, or impair it or interfere with any other party’s use of the Site. You may not intentionally interfere with or damage the operation of the Site or any user’s enjoyment of it, by any means, including, without limitation, uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of the same. You may not attempt to gain unauthorized access to the Site, or any part of it, other accounts, computer systems or networks connected to the Site, or any part of them, through hacking, password mining, or any other means, or interfere or attempt to interfere with the proper working of the Site or any activities conducted on or in connection with the same. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.  

   4. You agree neither to modify the Site in any manner or form, nor to use modified versions of such, including, without limitation, for the purpose of obtaining unauthorized access to the Site.  

   5. Any resale or unauthorized commercial use of the Site, PRAYR Materials, or our Services is prohibited, as is the distribution, public performance, or public display of any PRAYR Materials; the sending of any junk or unsolicited mail to other users of the Site, including, without limitation, unsolicited or unauthorized advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, email, junk mail, spam, chain letters, informational announcements, charity requests, petitions for signatures, or other form of solicitation; the collecting or storing any personal information from other users of the Site. 

   6. The Site may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, crawler, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. 

   7. You may not utilize framing techniques to enclose any trademark, logo, or other PRAYR Materials without our prior, express, written consent. You may not use any metatags or any other “hidden text” utilizing PRAYR’s name or trademarks without our prior, express, written consent. 

   8. You may not deep-link to the Site and shall upon notice from PRAYR promptly remove any links that PRAYR finds objectionable in its sole discretion. You may not use any PRAYR logos, graphics, or trademarks as part of the link without our prior, express, written consent. 

10. User Content and Communications. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The Services, including, without limitation, social media pages or sites connected to PRAYR, may allow you or other users to post, link, store, or otherwise make available a variety of information, text and/or other materials to others (“User Content”). You are solely responsible for your use of User Content and features and use it at your own risk. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce your User Content. By using any User Content, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through our Services any of the following:  

    • User Content that is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, deceptive, fraudulent, or otherwise objectionable (as determined in our reasonable discretion); 

    • User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or that would any local, state, national, or international law; 

    • User Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; 

    • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; or that provides private information of any third-party including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and similar information;  

    • User Content that does not comply with the Federal Trade Commission's Endorsement Guides, including, without limitation, through the failure to disclose any incentives provided to the user or the failure to disclose a relationship between the user and a business; 

    • User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using and benefiting from our Site, including, without limitation, User Content that contains or installs any viruses, worms, malware, Trojan horses, or other harmful or destructive content; 

    • User Content that is spam, is machine- or randomly-generated, or contains unethical or unwanted commercial content, or that furthers unlawful acts (such as phishing) or misleads recipients as to the source of the material (such as spoofing); 

    • User Content that does not comply strictly with any carrier agreements and terms associated with your mobile device; and 

    • User Content that attempts to disrupt the Services. 

    •  

    • ​We, currently and may in the future, provide interactive services on our Site, including, without limitation: chat rooms and bulletin boards. Where we do provide any interactive service, we will attempt to provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including, without limitation, whether it is human or technical). We will endeavor to assess possible risks for users from third parties when they use any interactive service provided on through our Services, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including, without limitation, what kind of moderation to use) in light of those risks. However, we may, but are under no obligation to, oversee, monitor, or moderate any interactive service we provide on our Site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not. 

11. Mobile App 

    1. PRAYR may provide Services through a mobile app (the “App”), including, without limitation, an App developed for the Apple Inc. (“Apple”) and Alphabet Inc. (“Android”) mobile platforms. The App is considered an extension of the Site, is included in the definition of such, as is subject to these Terms, along with any content contained therein. The App may collect Personal Information from you. Please refer to the Privacy Policy for how we handle such Personal Information. 

    2. The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services. You will only use the App in connection with a device that you own or control. 

    3. By using the App, you agree that we may communicate with you regarding PRAYR by SMS, MMS, text message, or other electronic means such as through push notifications to your mobile device and that certain information about your usage of the App may be communicated to us. 

    4. In order to use the App, your mobile device must satisfy certain system requirements. Those requirements can be found on the Apple and Google app marketplaces. PRAYR may, from time to time in its sole discretion, make updates, modifications, supplements, or new versions of the App or this Site available to you under these Terms for the purpose of, among other things, distributing bug fixes, patches, and feature improvements, or for any other reason. We highly recommend that you enable automatic updating on your mobile device or that you promptly install all updates as they appear. PRAYR disclaims any and all liability relating to your failure to install any updates to the Site. Notwithstanding the foregoing, PRAYR does not have any obligation to provide any bug fixes, modifications, updates, or technical or end user support for the Site. 

    5. You and PRAYR acknowledge that the Terms are concluded between you and PRAYR only, and not with Apple or Google, and that Apple and Google are not responsible for the App or the content. You acknowledge and agree that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any appliable warranty, including, without limitation, those implied by law, you may notify Apple or Google of such failure; upon notification, Apple and Google’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App. 

    6. You acknowledge and agree that PRAYR, and not Apple or Google, is responsible for addressing any claims you or any third party may have in relation to the App. You acknowledge and agree that in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, PRAYR, and not Apple or Google, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim. Both you and PRAYR acknowledge and agree that, in your use of the App, you will comply with any applicable third-party terms of the agreement which may affect or be affected by such use. 

    7. Both you and PRAYR acknowledge and agree that Apple and Apple’s subsidiaries and Google and Google’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. 

12. Ownership of Feedback, Testimonials, and User Content 

    1. You are under no obligation to provide any reviews, comments, suggestions, ideas, enhancement requests, feedback, and recommendations (“Feedback”) to us. You hereby agree that PRAYR alone (and its licensors, where applicable) shall own all right, title, and interest, including, without limitation, all related intellectual property rights, in and to any Feedback you provide to PRAYR in any media regarding PRAYR Materials, and accordingly hereby assign such to PRAYR without any requirement for compensation or accounting therefor. You hereby waive any and all of your rights of droit moral and similar rights with respect to any Feedback. 

    2. From time-to-time, PRAYR may permit end-users to submit reviews and testimonials regarding certain of the Services and third parties listed on the Site, as well as biographical information associated with such end-users (collectively “Testimonials”). By submitting a Testimonial, you irrevocably grant to PRAYR the right to use the Testimonial, or any portion thereof, in any and all forms of marketing and promotional material, whether now known or hereinafter developed for any and all uses. You certify to PRAYR that everything you state in the Testimonial is true and an expression of your personal belief. You acknowledge and agree that: (a) at no time did PRAYR provide you with any consultation, advice, or guidance with respect to the substance of the Testimonial; (b) you are not an employee, officer, or director of PRAYR; (c) you are not an immediate family member of an employee, officer, or director of PRAYR; and (d) you are not living in the same household with an employee, officer, or director of PRAYR. You understand and agree that the Testimonial, in whole or in part, may be edited and/or dramatized, and that any part of the Testimonial may be used without compensation to you. You agree that no advertisement or other material incorporating or making reference to the Testimonial need be submitted to you for approval. PRAYR shall be without liability to you whatsoever for any distortion or illusionary effect resulting from its publication of the Testimonial. You expressly release PRAYR from any and all claims that you have or may have for breach of right of publicity, invasion of privacy, defamation, copyright infringement, or any other claim or cause of action arising out of or in connection with any production, distribution, duplication, broadcast, exhibition, publication, advertisement, or promotion utilizing or incorporating the Testimonial, or any other use of the Testimonial whatsoever. You acknowledge and agree that PRAYR shall not be liable for any causes of action or claims related to your decision to provide the Testimonial to PRAYR. 

    3. You also hereby grant PRAYR a non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, world-wide, assignable, licensable, and transferrable license to use and otherwise exploit any User Content or information other than Feedback provided by you or any other party relating to the PRAYR Materials on or in any and all media (now known or hereafter developed) as PRAYR deems necessary to its business. This license survives termination of these Terms. PRAYR reserves the right, and has absolute discretion, to remove, screen, or edit any Feedback or User Content posted or stored through the Services at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store in our Services, at your sole cost and expense. 

    4. You represent and warrant that: (a) you will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations, and/or agreements from any employee or third party that are necessary for us to collect, use, and share Feedback or User Content you submit in accordance with these Terms and (b) no Feedback or User Content you submit to us infringes upon or violates any other party’s intellectual property rights, privacy, publicity or other proprietary rights.  

13. Availability of Site. 

    1. PRAYR may make changes to or discontinue any of the media, content, or services available within the Services at any time, for any reason, and without notice. PRAYR makes no commitment to update the media, contests, content, or services through the Services. 

    2. Use of the Site requires an internet connection and may result in charges from your cellular or internet service provider(s). PRAYR is not responsible for any such charges. PRAYR is also not liable for any disruption, failure, or malfunction of the Internet or other service providers or for any other situation or event that is out of PRAYR’s direct control. Not all of the features available through the Services including, without limitation, certain live streaming audio, video, or access to high-quality video, may be available to you unless your computer or mobile device satisfies the minimum technical requirements that are presented when you first register for the Services or unless you complete any necessary payment or subscription fee, as applicable. As we make changes to the Services, the minimum technical requirements for access to the Services may change. You are responsible for determining whether your computer or device satisfies the minimum technical requirements before you register to access the Services. If we change the minimum technical requirements after you initially register to access the Services such that your computer or device no longer satisfies the requirements, your exclusive remedy will be to request termination of your access to the Services under the provisions of Section 15 of this Agreement. 

14. Notice. Except as explicitly stated otherwise, legal notices shall be served by a user on PRAYR’s national registered agent, or by PRAYR to the email address you provide to PRAYR during any Account registration process. Notice shall be deemed given 24 hours after a notice is sent by email, unless the sending party is notified that the email address is invalid. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including, without limitation, that such communications be in writing. 

15. Violations; Termination.  

    1. You agree that PRAYR, in its sole discretion and for any or no reason, may terminate any PRAYR user, member, or Account (or any part thereof) or your use of the Services at any time. PRAYR may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice.  

    2. PRAYR reserves the right to access, read, preserve, and disclose any information we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request, (b) enforce these Terms, including, without limitation, investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of PRAYR, its users, and the public. PRAYR also reserves the right to remove content alleged to be infringing another’s intellectual property rights without prior notice, at our sole discretion.  

    3. These remedies are in addition to any other remedies PRAYR may have at law or in equity. You agree that PRAYR shall not be liable to you or any third-party for any such termination. All provisions which, by their nature, are intended to survive termination, including, without limitation, those with respect to payment obligations accruing prior to such termination will survive any termination of these Terms. 

16. Copyright Infringement & DMCA Information; Trademark Infringement.  

    1. DMCA Notices of Copy Infringement 

       1. PRAYR respects the intellectual property rights of others and takes intellectual property concerns seriously. PRAYR reserves the right to remove any content from the Services for any reason, including, without limitation, if it infringes the copyright of any person under the laws of the United States. Under the appropriate circumstances, the PRAYR will, and expressly reserves the right to, disable or terminate the accounts of users who are repeat copyright infringers. 

       2. Pursuant to Title 17, United States Code, § 512(c)(2)–(3) if you believe in good faith that your copyrighted work has been used on the Services in a way that constitutes copyright infringement, please provide our DMCA Agent with a written communication containing the information set forth below: 

(a) Identification of the copyrighted work claimed to have been infringed. PRAYR asks that if the work is registered, please include the copyright registration number or a copy of the registration certificate; if the work is unregistered, please include a screenshot or detailed description of the work. 

(b) Identification of the allegedly infringing material that is requested to be removed and where it is located on the Services. PRAYR asks that you provide a hyperlink to the allegedly infringing material on the Services and describe how the allegedly infringing material infringes your work. 

(c) Your name, address and daytime telephone number, and an e-mail address (if available), so that we may contact you if necessary. 

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

(e) A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive copyright right that is allegedly infringed. 

(f) A statement acknowledging that PRAYR may provide a copy of the submitted notice of infringement, including, without limitation, any contact information contained therein, to the user who posted the allegedly infringing content. 

(g) An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

Claims of copyright infringement that include the above-requested information should be submitted via postal mail or e-mail to PRAYR’s DMCA Agent as follows: 

DMCA Agent 

PRAYWC LLC 

PO Box 88227 

Steilacoom, WA 98388 

253-588-7700 

support@prayr.co 

(Please include "DMCA Notice of Infringement" in the subject line). 

DMCA Agent for Notices of Infringement Only: The foregoing information is provided exclusively for notifying the PRAYR that your copyrighted or material may have been infringed. Only DMCA notices of copyright infringement will be addressed through this process. If you believe your trademark is being infringed, please see the below instructions for submitting a trademark infringement notice. 

16.2 IMPORTANT NOTE.  

16.2.1    Please be aware that submitting a report of intellectual property infringement is a serious matter with potential legal consequences. For example, intentionally submitting a misleading or fraudulent report with respect to copyright infringement may lead to liability for damages under 17 U.S.C. § 512(f), or similar laws in other countries. 

16.2.2    Before submitting a notice of infringement, be sure to consider whether fair use or a similar exception to copyright or trademark law may apply to the use. If you are unsure whether the content you are considering reporting infringes your rights, you may wish to seek legal guidance before submitting a notice of infringement. 

16.2.3   Do not submit a notice of infringement unless you are the owner of the copyrighted material or trademark that you believe is being infringed, or an agent authorized to act on the owner's behalf. 

17.   Disclaimers; No Warranties.  

1. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE SERVICES ARE SUITABLE FOR USE. THE SITE AND ANY MEDIA, SOFTWARE, SERVICES, PRODUCTS, APPLICATIONS, MATERIALS, AND/OR THIRD-PARTY CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PRAYR, AND ITS AFFILIATES VENDORS, AGENTS, ASSOCIATES, AND/OR PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PRAYR, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN OR VIA THE SITE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE PROVIDER OR SERVER THAT MAKES THEM AVAILABLE IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS.  

2. PRAYR, AND ITS AFFILIATES, VENDORS, AGENTS, ASSOCIATES, AND/OR PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT PRAYR NOR AFFILIATES, VENDORS, AGENTS, ASSOCIATES, AND/OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE WHATSOEVER THAT RESULTS FROM SUCH MATERIAL OR DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. 

18.   Indemnification; Hold Harmless. You agree to indemnify and hold PRAYR, and its vendors, agents, employees, associates, and/or partners, harmless from any claims, losses, damages, liabilities, including, without limitation, attorney’s fees and costs, arising out of your use or misuse of the Site or Services in violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. PRAYR reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. 

19.   Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL PRARY OR ITS AFFILIATES, VENDORS, AGENTS, EMPLOYEES, ASSOCIATES, AND/OR PARTNERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE PRAYR MATERIALS ON THE SITE OR THE SERVICES THEMSELVES, OR ANY OTHER INTERACTIONS WITH PRAYR, EVEN IF PRAYR OR A PRAYR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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. IN SUCH CASES, PRAYR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PRAYR’S OR ITS AFFILIATES, VENDORS, AGENTS, EMPLOYEES, ASSOCIATES, AND/OR PARTNERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU, IF ANY, TO PRAYR FOR ACCESSING THIS SITE. IN NO EVENT SHALL PRAYR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS SOLD TO YOU BY THIRD PARTIES OTHER THAN PRAYR AND RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SITE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRAYR AND YOU. 

20.   Dispute Resolution. The parties will negotiate in good faith to resolve expeditiously on a mutually acceptable negotiated basis between appropriate management personnel or individual for each party any dispute between them that may arise. The parties may, by mutual consent, retain an arbitrator to aid in their attempt to resolve any dispute. Costs of the arbitration will be borne equally by the parties, except that each party will be responsible for its own expenses. Should any dispute not be resolved pursuant to this paragraph of these Terms, the parties agree to submit to the exclusive jurisdiction of the courts located in Seattle, Washington to resolve any dispute arising out of these Terms or your access to or use of the Site or the Services, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 

21.    Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, ANY ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING, WITHOUT LIMITATION, MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). 

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22.    Miscellaneous. 

1. Minors. Consistent with applicable law, we do not knowingly collect personal information from minors under the age of thirteen (13) years without the consent of their parents or guardians. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from minors without such consent, upon proper notice, authority, and necessary confirmation of such, we will work to promptly delete this information. 

2. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to any principles of conflicts of law. EACH OF YOU AND PRAYR HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS. EACH OF YOU AND PRAYR ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR EACH OF THEM, RESPECTIVELY, TO ENTER INTO AGREEMENT PURSUANT TO THESE TERMS. 

3. Force Majeure; Waiver. PRAYR is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond PRAYR’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. 

4. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 

5. Assignment. These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PRAYR without restriction. 

6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof. 

7. Entire Agreement. These Terms, including the recitals hereto, as may be revised or supplemented via Guidelines or amendments in our discretion, is the entire agreement between us and you relating to the subject matter herein. 

8. Claims. YOU AND PRAYR AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU AGAINST PRAYR ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE AND/OR SERVICES OFFERED BY PRAYR MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 

Last Modified: June, 2023 

FG: 101641593.2