Terms of Use Agreement

Welcome and thank you for your interest in OLarry, Inc. (“OLarry,” “Company”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.1 (Supplemental Terms)) and any engagement letter you sign with OLarry (an “Engagement Letter”), (collectively, the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at olarry.com and its subdomains (collectively, the “Website”), and (ii) the services, content, and other resources available on or enabled via our Website, including tax advisory services (collectively, with our Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR UTILIZING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OLARRY, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “CUSTOMER,” “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

SECTION 17 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND OLARRY. AMONG OTHER THINGS, SECTION 17 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 17 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 17 (ARBITRATION AGREEMENT) CAREFULLY. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 17) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 17.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

THE AGREEMENT IS SUBJECT TO CHANGE BY OLARRY IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 18.6 (AGREEMENT UPDATES).

1. USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and OLarry, your right to access and use the Service, in whole or in part, is subject to this Agreement.

1.1 Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. OLarry only provides the professional services expressly set forth in your Engagement Letter. Outside of the scope of the services provided pursuant to your Engagement Letter, the Service is not a replacement for, any professional legal, financial, or accounting advice tailored to your specific needs.

1.2 Updates. You understand that the Service is evolving. You acknowledge and agree that OLarry may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement.

2. REGISTRATION.

2.1 Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”).

2.2 Registration Data. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of OLarry. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify OLarry immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or OLarry has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, OLarry has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. OLarry reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by OLarry, or if you have been previously banned from any of the Service.

2.4 Necessary Equipment and Software. You must provide all devices and other equipment or software necessary to access or use the Service. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.

3. RESPONSIBILITY FOR CONTENT; RECORDS.

3.1 Types of Content. You acknowledge that any information, data, text, and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not OLarry, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service (“Your Content”). Your Content expressly includes any information that you provide for tax filing or planning purposes (“Tax Information”).

3.2 Tax Information. By using the Services, you agree to (a) provide true, accurate, current, and complete information about yourself, your entity, your spouse, and your dependents, as applicable, as prompted by the Services, and (b) provide true, accurate, current, and complete Tax Information. If you provide any information, including Tax Information, that is untrue, inaccurate, not current or incomplete, or OLarry has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, OLarry has the right to suspend, terminate, or refuse any and all current or future use of the Service (or any portion thereof). You agree not to use a false identity, or provide Tax Information on behalf of someone other than yourself, unless allowed under applicable law (e.g., joint tax filing). You agree not to use the Service if you have been previously removed by OLarry, or if you have been previously banned from any of the Services. The Services are solely based on the information you provide OLarry. You represent that all information you provide is true and accurate.

3.3 Storage. Unless expressly agreed to by OLarry in writing elsewhere, OLarry has no obligation to store any of Your Content or your Tax Information. OLarry has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting.

3.4 Records. It is OLarry’s policy to retain engagement documentation for a period of seven (7) years, after which time we will commence the process of destroying the contents of our engagement files. To the extent we accumulate any of your original records during the engagement, those documents will be returned to you promptly upon completion of the engagement, and you will provide us with a receipt for the return of such records. The balance of our engagement file, other than a copy of your income tax return, which we will provide to you at the conclusion of the engagement, is our property, and we will provide copies of such documents at our discretion and if compensated for any time and costs associated with the effort. It is your responsibility to retain and protect your records (which includes your Tax Information, any work product we provide to you, and any records that we return) for possible future use, including potential examination by any government or regulatory agencies. OLarry does not accept responsibility for hosting client information (including Your Content or your Tax Information); therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data and records.

4. OWNERSHIP.

4.1 The Service. Except with respect to Your Content, you agree that OLarry and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, characters, concepts, methods of operation, documentation, and OLarry software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service.

4.2 Trademarks. and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of OLarry and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

4.3 Your Content. OLarry does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.4 (License to Your Content).

4.4 License to Your Content and Tax Information. Subject to any applicable Account settings that you select, you grant OLarry a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right and license to use, copy, reproduce, modify, and distribute Your Content and your Tax Information: (a) for the purposes of operating and providing the Service to you and to our other users; and (b) to create aggregated and/or anonymized data (the “De-Identified Data”) to: (w) engage in research and development, including machine learning and training OLarry’s algorithms; (x) improve the Services and OLarry’s related product and service offerings; (y) create new products and services relating to the Services (including analytics services such as providing benchmarking); and (z) generate and disclose statistics regarding use of the Services, provided, however, that no such De-Identified Data will be disclosed to third parties in a manner that identifies you or any individual person or personal information without your prior written consent.

4.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to OLarry through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that OLarry has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to OLarry a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or OLarry’s business.

5. COMMUNICATIONS; YOUR OBLIGATIONS.

5.1 Email Transmission. In connection with this Agreement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this Agreement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

5.2 Tax Communications. Certain tax advice communications may be privileged and not subject to disclosure to the Internal Revenue Service (“IRS”). By disclosing the contents of those communications to anyone or by turning over information about those communications to the government, you (or other employees) may be waiving this privilege. To protect this right to privileged communication, please consult with the corporation’s attorney or us before disclosing any information about our tax advice.

Our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, we will inform you of any material errors that come to our attention and any fraud that comes to our attention. Unless clearly inconsequential, we will also inform you of any other illegal acts that come to our attention. Our responsibility as tax preparer is limited to the tax period specified above and does not extend to any later periods in which we are not engaged as tax preparers.

5.3 Internal Controls. Our services are not designed to provide assurance on internal controls or to identify reportable conditions, that is, significant deficiencies or material weaknesses in the design or operation of internal controls. Accordingly, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal controls as part of this engagement, and our engagement cannot be relied upon to disclose them. However, if we become aware of such reportable conditions during the procedures, we will communicate them to you.

5.4 Fraud. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud that may affect you involving (a) management (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your knowledge of any allegations of fraud or suspected fraud affecting you received in communications from employees, former employees, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations.

6. CONFIDENTIALITY.

6.1 Confidential Information. “Confidential Information” means information of one party (or its Affiliates) (the “Discloser”) disclosed to the other party (“Recipient”) pursuant to the Agreement that is marked as confidential or would reasonably be considered confidential information based on the circumstances of disclosure. Confidential Information does not include information that (i) is known to the Recipient without a confidentiality obligation prior to its disclosure to the Recipient, (ii) is independently developed by Recipient without use of the other party’s Confidential Information, (iii) is rightfully shared with the Recipient by a third party without confidentiality obligations, or (iv) was or becomes publicly known through no fault of the Recipient.

6.2 Non-Use and Non-Disclosure Obligations. Subject to Sections 5.3 and 5.5, the Recipient will (a) use the Discloser’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information. For the avoidance of doubt, OLarry may disclose your Confidential Information to third parties solely for purposes of providing the Services.

6.3 Required Disclosures. In addition, Recipient may disclose Confidential Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser if the Discloser seeks an appropriate protective order. If OLarry seeks a protective order in connection with your Confidential Information, you shall be responsible for the costs of obtaining such protective order.

6.4 Third-Party Infrastructure. The Services operate over the internet via networks only part of which are within our control. Our obligations in this Section 5 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Confidential Information on a network or infrastructure outside of our control.

7. USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using OLarry’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (vii) impersonate any person or entity, including any employee or representative of OLarry; (viii) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service; or (ix) take any action or Make Available any Content on or through the Service that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without OLarry’s prior written consent. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by OLarry pursuant to this Agreement.

8. THIRD-PARTY SERVICE.

8.1 Third-Party Websites, Applications and Ads. The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”) (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Service and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of OLarry. OLarry is not responsible for any Third-Party Services. OLarry provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8.2 Sharing Your Content and Information Through Third-Party Services. OLarry may provide tools through the Service that enable you to export information, including Your Content, to Third-Party Services. By using one of these tools, you agree that OLarry may transfer that information to the applicable Third-Party Service. OLarry is not responsible for any Third-Party Service’s use of your exported information

8.3 Third-Party Service Providers. OLarry may from time to time, and depending on the circumstances, use certain third-party service providers (“Third-Party Service Providers”) to assist us in the performance of Services. We may share your Confidential Information with the Third-Party Service Providers who will assist us in the provision of your services; provided that all such Third-Party Service Providers have signed confidentiality agreements containing reasonable confidentiality obligations. OLarry will be responsible for any services performed by Third-Party Service Providers.

9. FEES AND PURCHASE TERMS.

9.1 Third-Party Payment Processor. OLarry uses Stripe, Inc. and its affiliates as its Third-Party Payment Processor for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Payment Processor”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Payment Processor. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy), its Terms of Service (currently accessible at https://stripe.com/ssa), and its ACH Payment Terms (currently accessible at https://stripe.com/legal/ACH) and hereby consent and authorize the OLarry and Stripe to share any information and payment instructions you provide with one or more Third-Party Payment Processor(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Payment Processor and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Payment Processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Payment Processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

9.2 Financial Institution Partners. OLarry uses Plaid Inc. and its affiliates as its third-party service provider for gathering any necessary information from your financial institutions. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy (currently accessible at https://plaid.com/legal/) and hereby consent and authorize OLarry and Plaid to act on your behalf to access and transmit your personal and financial information from the relevant financial institution.

9.3 Payment. You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing OLarry and/or our Third-Party Payment Processor with your payment information, you agree that OLarry and/or our Third-Party Payment Processor is authorized to immediately invoice your Account for all Fees due and payable to OLarry hereunder and that no additional notice or consent is required. You shall immediately notify OLarry of any change in your payment information to maintain its completeness and accuracy. OLarry reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to OLarry and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

9.4 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. OLarry reserves the right to change the timing of our billing. OLarry reserves the right to change the Subscription pricing at any time in accordance with Section 18.6 (Agreement Updates). If changes to the Subscription price occur that impact your Subscription, OLarry will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 9.4.1 (Cancelling Subscriptions Purchased via OLarry). OLarry is not obligated to provide the Service to you until OLarry accepts your order by a confirmatory email, SMS/MMS message, or other appropriate means of communication.

9.4.1 Cancelling Your Subscription. You may cancel your Subscription by logging into and going to the “Change/Cancel Subscription” page of your “Account Settings” page. If you want to terminate your Subscription, you must contact OLarry at membership@olarry.com or 425-243-4092, or log in and go to the “Change/Cancel Subscription” page on your “Account Settings” page.

9.4.2 Effect of Cancellation. If you cancel your Subscription, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.

9.5 Taxes. The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If OLarry determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, OLarry shall collect such Sales Tax in addition to the Fees. If any services , or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to OLarry, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify OLarry for any liability or expense OLarry may incur in connection with such Sales Taxes. Upon OLarry’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

9.6 Withholding Taxes. You shall make all payments of Fees to OLarry free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to OLarry shall be your sole responsibility, and you shall provide OLarry with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

9.7 Advertising Revenue. OLarry reserves the right to display Third-Party Ads before, after, or in conjunction with Content posted on the Service, and you acknowledge and agree that OLarry has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by OLarry as a result of such advertising).

10. INDEMNIFICATION. You shall indemnify and hold OLarry, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an “OLarry Party” and collectively, the “OLarry Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and expenses) brought against, paid, or incurred by any of the OLarry Parties at any time, relating to or arising out of any and all of the following: (i) Your Content, including your Tax Information; (ii) your use of, or inability to use, the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; (v) any work or services performed by OLarry in connection with this Agreement; or (vi) your violation of any applicable laws, rules or regulations. OLarry reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OLarry in asserting any available defenses. This provision does not require you to indemnify any of the OLarry Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

11. DISCLAIMER OF WARRANTIES.

11.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE OLARRY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.

THE OLARRY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

11.2 OLarry is Not a Certified Public Accounting Firm. OLARRY IS NOT A CERTIFIED PUBLIC ACCOUNTING FIRM AND DOES NOT PROVIDE SERVICES THAT WOULD REQUIRE A LICENSE TO PRACTICE PUBLIC ACCOUNTING. YOU ACKNOWLEDGE THAT OLARRY IS NOT A MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA) AND IS NOT GOVERNED BY ANY AICPA RULES. OLARRY DOES NOT REPRESENT OR WARRANT THAT IT COMPLIES WITH SUCH RULES.

11.3 Your Content. YOU HAVE THE SOLE AND FINAL RESPONSIBILITY TO PROVIDE ACCURATE AND COMPLETE INFORMATION (INCLUDING YOUR CONTENT AND TAX INFORMATION) FOR US TO PROVIDE THE SERVICES IN WHOLE OR IN PART. THIS RESPONSIBILITY INCLUDES PROVIDING THE SERVICES AND OLARRY WITH TIMELY AND COMPLETE ACCESS TO ANY APPLICABLE INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE INFORMATION THAT IS PROVIDED TO US DIRECTLY BY YOU OR IMPORTED FROM ANY RELEVANT THIRD PARTY. OLARRY DISCLAIMS ANY LIABILITY IN CONNECTION WITH THE ACCURACY OR COMPLETENESS OF YOUR CONTENT.

11.4 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE OLARRY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE OLARRY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT OLARRY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. OLARRY MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

12. LIMITATION OF LIABILITY.

12.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE OLARRY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY OLARRY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A OLARRY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A OLARRY PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A OLARRY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE OLARRY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO OLARRY BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A OLARRY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A OLARRY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A OLARRY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.3 User Content. OLARRY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT).

12.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OLARRY AND YOU.

13. ENFORCEMENT. IF OLARRY BECOMES AWARE OF ANY POSSIBLE VIOLATIONS BY YOU OF THE AGREEMENT, OLARRY RESERVES THE RIGHT TO INVESTIGATE SUCH VIOLATIONS. If, as a result of the investigation, OLarry believes that criminal activity has occurred, OLarry reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. OLarry is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in OLarry’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of OLarry, its users or the public, and all enforcement or other government officials, as OLarry in its sole discretion believes to be necessary or appropriate.

14. TERM AND TERMINATION.

14.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

14.2 Termination of Service by OLarry. If you have materially breached any provision of this Agreement, or if OLarry is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), OLarry has the right to, immediately and without notice, suspend or terminate any Service provided to you. OLarry reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in OLarry’s sole discretion and that OLarry shall not be liable to you or any third party for any termination of your Account. In the event of a termination for cause by OLarry, OLarry will not be liable for any damages that occur as a result of our ceasing to render services.

14.3 Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying OLarry at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to OLarry’s address set forth below. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM.

14.4 Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Service. OLarry will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

14.5 No Subsequent Registration. If this Agreement is terminated for cause by OLarry or if your Account or ability to access the Service is discontinued by OLarry due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

15. INTERNATIONAL USERS. The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that OLarry intends to announce such service or Content in your country. The Service is controlled and offered by OLarry from its facilities in the United States of America. OLarry makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

16. NON-SOLICITATION. You understand and acknowledge that OLarry has spent considerable resources on the selection and development of our personnel, such that the personnel constitute valuable “assets” of the firm. You hereby agree not to solicit for employment any personnel of olarry that are performing services for you during the term of this agreement and for six (6) months thereafter. You will not breach this obligation by generally advertising available positions or hiring personnel who respond to such advertisements.

17. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with OLarry and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

17.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and OLarry agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and OLarry may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or OLarry may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

17.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and OLarry. If that occurs, OLarry is committed to working with you to reach a reasonable resolution. You and OLarry agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and OLarry therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to OLarry that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@olarry.com or regular mail to our offices located at 511 E. Blithdale Ave, Mill Valley, CA 94941. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

17.3 Waiver of Jury Trial. YOU AND OLARRY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and OLarry are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

17.4 Waiver of Class and Other Non-Individualized Relief. YOU AND OLARRY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 17.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and OLarry agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or OLarry from participating in a class-wide settlement of claims.

17.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and OLarry agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and OLarry otherwise agree, or the Batch Arbitration process discussed in Section 15.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and OLarry agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

17.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 17.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

17.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 17.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 17.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 17.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 17.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 17.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

17.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or OLarry need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

17.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and OLarry agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against OLarry by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by OLarry.

You and OLarry agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

17.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: info@olarry.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

17.11 Invalidity, Expiration. Except as provided in Section 15.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with OLarry as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

17.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if OLarry makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to OLarry at 511 E. Blithdale Ave, Mill Valley, CA 94941, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. OLarry will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

18. GENERAL PROVISIONS.

18.1 Electronic Communications. The communications between you and OLarry may take place via electronic means, whether you visit the Service or send OLarry emails, or whether OLarry posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from OLarry in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OLarry electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

18.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without OLarry’s prior written consent. OLarry may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

18.3 Force Majeure. OLarry shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: info@olarry.com.We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18.6 Agreement Updates. When changes are made, OLarry will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. OLarry may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.

18.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and OLarry agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Los Angeles, California.

18.8 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

18.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

18.10 Notice. Where OLarry requires that you provide an email address, you are responsible for providing OLarry with a valid and current email address. In the event that the email address you provide to OLarry is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, OLarry’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to OLarry at the following address: 511 E. Blithdale Ave, Mill Valley, CA 94941. Such notice shall be deemed given when received by OLarry by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

18.13 Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by OLarry are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer OLarry products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

18.14 Privilege. Federal law has extended the attorney-client privilege to some, but not all, communications between a client and the client’s CPA. The privilege applies only to non-criminal tax matters that are before the IRS or brought by or against the U.S. Government in a federal court. The communications must be made in connection with tax advice. Communications used in the preparation of a tax return will not be privileged. In addition, your confidentiality privilege can be inadvertently waived if you discuss the contents of any privileged communication with a third party. We recommend that you contact legal counsel before releasing any privileged information to a third party.

18.15 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

19. ADDITIONAL PROVISIONS. The following additional provisions may apply to you as well, depending on the nature of the Services OLarry is providing to you.

19.1 Cannabis. All Tax Information provided for the preparation of your tax returns, either verbal or written, is true and correct to the best of your knowledge and belief. All items pertaining to gross income are reported without offset or reduction. No items of expense or liability are overstated. If any Tax Information is found to be in error, you will: (1) notify OLarry immediately and (2) assume full responsibility for any discrepancies. If OLarry cannot provide tax returns due to delays arising from the untimely response or lack of documentation, you will hold Olarry harmless for any penalties that may incur.

19.1.1 IRC Section 280E. You acknowledge that a tax provision, known as “Internal Revenue Code Section 280E,” is applicable and may potentially limit claimed deductions for business expenses incurred. You acknowledge that advice may have been rendered by OLarry regarding the non-deductibility of certain expenses reported on the tax returns and the subsequent tax consequences of these. You represent that you are not affiliated with any law enforcement agencies. You further represent that none of the interactions with OLarry have been to gather evidence for any court, criminal or civil. If you are found to be so associated with law enforcement, you hereby acknowledge that all of the actions taken constitute “entrapment.” You assert that no requests have been made for illegal services or requests to “launder money” or to misrepresent facts to any person, including outside financial institutions.

19.2 FBAR.

19.2.1 Please note that any person or entity subject to the jurisdiction of the United States (includes individuals, corporations, partnerships, trusts, and estates) having a financial interest in, or signature or other authority over, bank accounts, securities, or other financial accounts having an aggregate value exceeding $10,000 in a foreign country, shall report such a relationship. Filing requirements also apply to taxpayers with direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign account(s). For example, a corporate-owned foreign account would require filings by the corporations and by the individual corporate officers with signature authority. Failure to disclose the required information to the U.S. Department of the Treasury may result in substantial civil and/or criminal penalties.

19.2.2 If you and/or your entity have a financial interest in any foreign accounts, you are responsible for providing OLarry with all the information necessary to prepare Form TD-F-90-22.1 as required by the U.S. Department of the Treasury. If you do not provide us with information regarding any interest you may have in a foreign account, we will be unable to prepare any required disclosure statements.

19.2.3 In addition, the Internal Revenue Service under IRC Section 6038(a) requires information reporting with respect to certain foreign corporations (Form 5471) and describes the information required to be reported on this form, which is due when your income tax return is due, including extensions. Therefore, if you are an officer, director, or shareholder in a foreign corporation, you may be required to file Form 5471. IRC section 6038(b)(1) provides for a monetary penalty of $10,000 for each Form 5471 that is filed after the due date of the income tax return (including extensions) or that does not include complete and accurate information as defined under regulations. You hereby accept responsibility for informing us if you are an officer, director, or shareholder in a foreign corporation and you agree to provide us with the information necessary to prepare the appropriate Form 5471(s).

19.3 Corporate Transparency Act. Starting in 2024, the Corporate Transparency Act (“CTA”) mandates certain entities (primarily small and medium-size businesses) created in or registered to do business in the United States report information about their beneficial owners—the individuals who ultimately own or control a company—to the Financial Crimes Enforcement Network (“FinCEN”). You are responsible for compliance with the CTA, if applicable to your business, and for ensuring that any required reporting of beneficial ownership information is timely filed with FinCEN as required by the CTA. As OLarry is not rendering any legal services as part of our engagement, we will not be responsible for advising you regarding the legal or regulatory aspects of your company’s compliance with the CTA, nor are we responsible for the preparation or submission of your beneficial ownership information reports to FinCEN. If you have any questions regarding the Company’s compliance with the CTA, including but not limited to whether an exemption may apply to your organization or to ascertain whether relationships constitute beneficial ownership under CTA rules, you should consult with qualified legal counsel experienced in this area.

19.4 IRS Regulation 26 C.F.R. § 301.7216-3 consent to disclosure and use. Please note that we may perform any or all of our obligations hereunder through a third-party tax service provider or a third-party R&D tax services provider, including in each case its Affiliate(s), some of which may be located outside of the United States (each service provider and its Affiliates, a “Service Provider”) and/or our Affiliate(s), some of which might be located outside of the United States. These Service Providers and/or we and our Affiliates may use subcontractors, some of which may be located outside of the United States. In such event, we will remain liable to you for any nonperformance of the Agreement by us caused by an act or omission of the applicable Service Provider. “Affiliate,” as to an entity, means another entity that, directly or indirectly, controls, is controlled by or is under common control with such entity, where “control” means ownership of more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such entity. You hereby consent to (1) OLarry and/or its Affiliate(s) disclosing your information that is required to provide the tax services (this information is referred to in this paragraph as the “required information” and it includes, for example, your financial and business information, entity and ownership information, complete tax return(s) in OLarry’s possession, and other tax return information communicated through OLarry’s systems) to us and our Affiliate(s) and/or Service Provider(s), as applicable, (2) our and our Affiliates’ and Service Providers’ use of the required information to provide the tax services, including disclosure to, and use by, subcontractors to provide the tax services, (3) the disclosure and use of the required information outside of the United States to provide the tax services, (4) our disclosing your complete tax return(s) and other tax return information to OLarry to share it with you through OLarry’s systems and facilitate completion of your tax return(s), (5) OLarry using your complete tax return(s) from the tax services, required information, and other tax return information communicated through OLarry’s systems to perform and improve its services, including, for example, use in bookkeeping and other services and disclosure to potential partners for evaluation purposes and service providers for processing purposes, and (6) disclosure of the required information and tax return information in response to state subpoenas and grand jury subpoenas, subject to notice to you of the same to the extent permitted by law. Contact your OLarry account manager if you want to limit OLarry’s disclosures of your complete tax returns. Contact us if you want to limit disclosure of your complete tax return(s) to OLarry. The tax services are offered on a subscription basis. This consent applies to required information, complete tax returns, and other tax return information communicated through OLarry’s systems for the initial subscription period and subsequent renewal periods. This consent is valid with respect to OLarry’s use of your information for services performance and improvement purposes for as long as OLarry has a business purpose for using the information, and with respect to other uses and disclosures until the statute of limitations to assess any tax by the Internal Revenue Service or other applicable state agency with respect to the applicable tax return has expired. We shall have in place with the applicable Service Provider at all relevant times a written agreement obligating the applicable Service Provider (including its Affiliates, if and as applicable) to comply with confidentiality obligations protective of all such information substantially similar to those contained in this Agreement.