Terms of Use | Koalli

LAST UPDATED: APRIL 14, 2022

KOALLI LLC TERMS OF USE

1. Intro

Welcome to the Koalli LLC website (“Site”). Please read our following Koalli (“us”, “our”, “we” or “Koalli”) terms and conditions (the “Terms of Use”) carefully before using the Site. By accessing the Site, you agree to be bound by these Terms of Use. We recommend that you keep a printed copy of these Terms of Use for future reference.

These Terms of Use and the information provided herein in no way override the terms and conditions of your purchase of any product or service except as specifically provided herein. We shall have the right at any time and without prior notice, at our sole discretion, to revise these Terms of Use or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon posting the revised or additional terms and conditions. We will notify you of any material changes to these Terms of Use by posting a notice on the homepage of the Site for a reasonable period of time after such changes are made, email you notice of such changes to the email address on file through your registration (if applicable) and by changing the "Last Updated" date at the top of this webpage. You are responsible for reviewing the Terms of Use periodically for any modification that may affect your rights or obligations. You agree that you shall be deemed to be apprised of and bound by any modification to these Terms of Use. Any access or use of the Site by you after revisions or additions to these Terms of Use shall constitute and be deemed to be your acceptance of such revisions or additions. Additionally, please read our Privacy Policy which also governs your use of this Site.

IN ADDITION, WHEN USING PARTICULAR SERVICES OR FEATURES, YOU SHALL BE SUBJECT TO ANY POSTED GUIDELINES OR POLICIES APPLICABLE TO SUCH SERVICES, FEATURES OR PURCHASES THAT MAY BE POSTED FROM TIME TO TIME. THE PRIVACY POLICY AND ALL SUCH GUIDELINES, WAIVERS OR POLICIES ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE.

A SPECIAL NOTE ABOUT CHILDREN: This Site is not designed or intended for use by children under 13, although the Site may offer children’s products for purchase by adults. If you are under 18, you should use the Site only with involvement of a parent or guardian. Children under 13 may not submit any personally identifiable information to us, and if we discover that we have inadvertently gathered any such information from a child under 13, we will take appropriate steps to delete it immediately.

2. Services

An in-depth description of the Services together with the benefits and functionality are available on our Site. Koalli will provide the Services with reasonable care and skill in accordance with the description set out on the Site. Koalli reserves the right to vary or withdraw any of the Services described on the Site without notice. Koalli expects you to confirm that the Services you are purchasing will meet your needs. Upon signing up for an account, we require you to provide a valid form of payment, which will be automatically charged upon the expiration of any applicable trial period. You acknowledge and agree that the success of the Services and the provision of Services and products are fully dependent upon your specific use and participation.

“Services” means the provision of this Site that allows users to purchase charting indicators for use in and with your favorite trading platforms.

3. What We Are Not

We are not and do not act in the capacity of any of the following; as such, you should not construe our Services, the Site, or any activities as involving any of the following:

An independent advisor or consultant;
Providing investment advice;
Provider or tax or legal advice;
Acting in the capacity of an investment adviser or engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal or state level;
Broker-dealer activities or acting in the capacity of a registered representative or broker;
Stock picker;
Securities trading expert;
Securities researcher or analyst;
Financial planner or financial planning;
Provider of stock recommendations;
Provider of advice about buy and sell or hold recommendations as to specific securities; or
Making an offer or sale of securities or solicitation to purchase securities.

4. Trademarks & Copyright

All services, data, text, images, logos, photographs, advertisements, graphics, press releases, audio, video, documents, trademarks, copyrights and other information and content available on or through the Site (“Content”), is the property of Koalli or its licensors.

Unless otherwise noted all materials, including products, images, illustrations, designs, icons, photographs, sounds, video clips, written, and other materials that appear as part of this Site are copyrights, trademarks, trade dress and/or other forms of intellectual property owned, controlled, and/or used under license or with other legal authority by Koalli. The Site as a whole is protected by copyright and trade dress, all worldwide rights, titles and interest in and to which are owned by Koalli, and you acknowledge and agree that we retain all right, title and interest in and to the Content.

Except as expressly authorized by these Terms of Use or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the aforementioned copyright or trademark materials in any form or by any means, without the prior written authorization of Koalli or the respective copyright/trademark owner. Unless otherwise noted on the Site or through the Services, Koalli authorizes you only to view, not download (except that you may print out a copy of the Content solely for your personal use), these copyright and trademark materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original versions of said materials. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Koalli’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site.

You agree that you will not: (1) use the Content in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Content other than in accordance with the terms, conditions and restrictions herein; (2) take any other action that would jeopardize or impair Koalli’s rights as owner of the Content or the legality and/or enforceability of the Content, including, challenging or opposing Koalli’s ownership in the Content; (3) apply for trademark registration or renewal of trademark registration of any of the Content, any derivative of the Content, any combination of the Content and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Content; (4) use the Content on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Koalli takes no responsibility and assumes no liability for anything sent to us through the Site, or for any loss or damage resulting therefrom, nor is Koalli liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity you may encounter when using the Site. Your use of the Site is at your own risk. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that the Site will not contain any content that is prohibited by such rules. Koalli reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Koalli's sole discretion.

Content License. You are solely responsible for, and assume all liability regarding, any information and content you provide or otherwise make available on the Services, including all text and images in your communications with other users (“User Content”). You agree not to post any contact information such as your phone number and email address on any of the Communication Services. By making available any User Content on or through the Services, you (i) hereby grant to Koalli the right to use User Content as necessary to provide the Services, promote the Services and improve the Services, and (ii) waive any and all moral rights that you may have in and to User Content with respect to these uses. Koalli does not claim any ownership rights in any of User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any of User Content.

By submitting any User Content, you grant us a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such User Content in connection with operating and providing the Services to you and other users, for marketing and internal research purposes, and for external research purposes (for external research, any information will be provided in anonymized and aggregated form).

Copyright Policy. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Services. You represent and warrant that: (1) you have all the appropriate rights and permission (including getting permission from others in photos you provide) to provide such User Content, as contemplated under these Terms of Use; and (2) neither User Content nor your posting, uploading, publication, submission or transmittal of User Content or Koalli’s use of User Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate any patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5. DMCA Notice

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our us with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests.
A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
Identification of the URL or other specific location on the Service where the material that your claim is infringing is located.
Your address, telephone number, and email address.
A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

6. User Responsibilities

The use of our Services in conjunction with other tools or resources in furtherance of any of the unacceptable uses described herein is also prohibited. You agree to strictly abide by the following:

(a) You may not use the Services to commit an unlawful activity; use the Services for activities where use or failure of the Services could lead to physical damage, death, mental harm, or personal injury.

(b) You may not provide any person under the age of 13 with access to the Services.

(c) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.

(d) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

(e) Unless authorized by Koalli in writing, you may not probe, scan, or test the vulnerability or security of the Services or any Koalli system or network.

(f) Unless authorized by Koalli in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.

(g) You may not deny others access to, or reverse engineer, the Services, or assist anyone else to do so, to the extent such restriction is permitted by law.

(h) You may not store or transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

(i) Unless authorized by Koalli in writing, you may not resell or lease the any products purchased through the Services.

(j) You may not use the Services in a way that would subject Koalli to any industry-specific regulations without obtaining Koalli’s prior written agreement.

(k) You may not create multiple accounts or use multiple email addresses to create different accounts.

7. Account Security

You are responsible for maintaining the confidentiality of the username and password that you designate during the Account registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Koalli of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Koalli will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature.

8. Prohibited Uses

The Site may contain forums, bulletin board services, message boards, news groups, communities, and/or other message or communication facilities designed to allow you to communicate with the internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that is proper and related to the particular Communication Service.

Among other actions, you agree that you will not post, send, submit, publish, or transmit in connection with this Site any material that:

you do not have the right to post any content which you do not own, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
advocates illegal activity or discusses an intent to commit an illegal act;
is vulgar, obscene, pornographic, or indecent;
does not pertain directly to this Site;
threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
seeks to exploit or harm children by exposing them to inappropriate content;
harvests or otherwise collects information about others, including e-mail addresses, without their consent;
violates any law or may be considered to violate any law;
impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
falsifies or deletes any author attributions, legal or other proper notices or proprietary designations;
use, display, mirror or frame the Site or any individual element within the Site, our name, any Koalli Content, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
use any means to scrape or crawl any webpages or Content contained in the Site;
attempt to circumvent any technological measure implemented by Koalli, any service providers or any other third party (including another user) to protect the Site; to the extent permitted by applicable law, attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site; or
advocate, encourage, or assist any third party in doing any of the foregoing.

Koalli reserves the rights to monitor use of this Site to determine compliance with the Terms, as well as the right to remove or refuse any information for any reason. Koalli reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Koalli also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulations, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at its sole discretion.

9. Linked Third Party Sites

You may be able to link (through various methods including hyperlinks, clickable images or words, banners and widgets) from this Site to third-party websites, applications and services, and third-party websites may link to the Site (“Linked Sites”). Linked Sites are not operated, controlled or maintained by us, and you acknowledge and agree that we have no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not constitute an endorsement, approval or sponsorship thereof. We disclaim all responsibility for any viruses or malicious code that may appear on any Linked Sites, for the accuracy of any of the information they provide and for any goods or services provided by or purchased from such Linked Sites. If you rely on any Linked Site, you do so at your own risk and assume all resulting responsibilities and consequences. You should read the terms and conditions and privacy policies available on such Linked Sites.

10. Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools, “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Use.

11. Non-Confidential Information

Except for information necessary to place an order, please do not post through the Communication Services or send to us any confidential or proprietary information through this Site. Any information, materials, suggestions, ideas or comments sent to us or posted through the Communication Services will be considered non-confidential, and by submitting it, you are giving us the absolute right to use, modify, reproduce, transmit, display and distribute it for any purpose whatsoever, with no payment or other compensation to you. However, we will not use your name unless we are required by law to identify the source of the materials, information, suggestions, ideas or comments, or unless we first obtain your permission. We shall have no obligation to display any submission, compensate you for submitting content, or respond to any submission. We retain the right, in our sole discretion and without prior notice, to remove, revise or refuse to post any user content for any reason or no reason.

12. Errors and Inaccuracies

We always strive to provide complete, accurate, up-to-date information on our Site. Unfortunately, despite those efforts, human or technological errors may occur. This Site may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to product descriptions pricing, availability and function, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions, including after an order has been submitted and whether or not the order has been confirmed and your payment method charged, and to change or update information at any time without prior notice. If your selected payment method has been charged and we cancel your order, we will issue the credit back to your applicable payment method. Individual bank or other payment processing policies dictate when this amount is credited to your account.

13. Return Policy

Due to the nature of the products available on the Site, KOALLI HAS A GENERAL NO REFUND, NO EXCHANGE POLICY ON ALL PURCHASES.

If you wish to cancel the Services prior to the end of your trial period, you must send us an email. If an email is not received prior to the expiration of your trial period, you will be charged for the Services and the above refund policy will apply.

14. Product Availability

Although availability may be indicated on our Site, we cannot guarantee product availability. We reserve the right, without liability or prior notice, to revise, discontinue or cease to make available any or all products.

15. Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same Paypal or Apple Pay account, the same credit card, and/or orders that use the same billing. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed with the intent to resell.

You agree to provide current, complete and accurate purchase and account information for all purchases made on our Site. You agree to promptly update billing and other information, including your email address and payment processing information, so that we can complete your transactions and contact you as needed.

16. Force Majeure

In case of force majeure, we are not obliged to fulfil our obligations. In that case we may either suspend our obligations for the duration of the state of force majeure or definitely repudiate these Terms of Use.

Events of force majeure are all circumstances external to our will and control that render the respect of our obligations completely or partly impossible. Such events include, but are not limited to, strikes, fire, acts of God, pandemic, epidemic, disruption of energy supplies or telecommunication networks or communication systems and/or the temporary down-time of the Site. In the case of a force majeure event, you are responsible for filing claims with the proper third-party entities.

17. Limitation of Liability and Disclaimer

The following disclaimers are made on behalf of Koalli, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

All Site Content, including without limitation, any products, services, advice, recommendation or opinion, or other information provided on or through the Site is for informational and entertainment purposes only, and should not be construed to indicate that there is any representation or warranty by Koalli that the Content is reliable, accurate, timely, complete, effective or safe for your use. YOU ACKNOWLEDGE THAT RELIANCE ON ANY INFORMATION PROVIDED ON OR THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.

THE SITE AND ALL CONTENT OR PRODUCTS ON OR AVAILABLE THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KOALLI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, KOALLI MAKES NO WARRANTY THAT: (A) THE SITE, WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE PRODUCTS THAT MAY BE PURCHASED THROUGH THE SITE WILL BE RECEIVED TIMELY OR UP TO A SPECIFIC QUALITY STANDARD; OR (D) THE QUALITY OF THE SITE WILL MEET YOUR EXPECTATIONS. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, RELIANCE ON ANY PRODCTS AND ANY THIRD-PARTY SITE. KOALLI SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE OR ANY THIRD-PARTY SITE.

ANY PRODUCTS OR MATERIAL PURCHASED OR DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.

IN NO EVENT WILL KOALLI, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “KOALLI” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SITE, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SITE, A PURCHASE OF GOODS OR SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW 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 MAY HAVE ADDITIONAL RIGHTS.

18. Indemnification

You agree to defend, indemnify, and hold Koalli including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Site and participation in the Services, including: (1) your breach of these Terms of Use or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any use or activity related to the Services or your use of any purchased products; (4) any allegation that any materials that you submit to us or transmit through the Site or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and (5) any other activities in connection with the Site. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

19. Termination

To the fullest extent permitted by applicable law, Koalli reserves the right, without notice and in our sole discretion, to terminate your license to use the Site and to block or prevent your future access to and use of the Site, including where we reasonably consider that: (a) your use of the Site violates these Terms or applicable law; (b) you fraudulently use or misuse the Site; or (c) we are unable to continue providing the Site to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of these Terms of Use, (iii) any policy or practice of Koalli in operating the Site, or (iv) any content or information transmitted through the Site, is to discontinue use of any and all parts of the Site.

20. Security

Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences and prosecute any user(s) who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:

(a) Accessing data not intended for you or logging on to a server or account, which you are not authorized to access;

(b) Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt);

(c) Attempting to interfere or interfering with the operation of the Site, our provision of services to any other visitors to the Site, our hosting provider or our network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing” the Site; and

(d) Forging any TCP/IP packet header or any part of the header information in any e-mail or transmission to the Site.

21. Geographical Use

Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States of America. We currently allow purchases worldwide, but you are required to maintain compliance with all local laws. Furthermore, we make no claims that the Site is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

22. Arbitration

In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to these Terms, the parties shall first seek to resolve the dispute in good faith through informal discussion. You agree that before initiating any dispute or arbitration proceeding, the parties will attempt to negotiate an informal resolution of any dispute and then proceed with mediation.

If a resolution is not achieved through informal resolution or mediation, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in the Contra Costa County, California. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys’ fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms.

CLASS ACTION AND JURY TRIAL WAIVER. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER AGREES THAT, BY ENTERING INTO THESE TERMS, USER AND KOALLI ARE EACH VOLUNTARILY AND IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Further, if the parties’ dispute is resolved through arbitration, neither AAA nor the arbitrator may consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.

In any lawsuit in which (1) the complaint is filed as a class action or collective action; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action must be litigated in a civil court of competent jurisdiction and not as a class or collective.

23. Governing Law and Jurisdiction

These Terms of Use, the Privacy Policy and any separate agreements whereby we provide you services shall be governed by the laws of the State of California. The parties agree exclusive jurisdiction shall be in Contra Costa County, California for any and all issues arising out of the Terms of Use or any related documents or transactions.

24. ELECTRONIC SIGNATURE AGREEMENT

By selecting the “I Accept” button, you are agreeing to sign these Terms of Use electronically. You agree your electronic signature is the legal equivalent of its manual signature on these Terms of Use. By selecting “I Accept” you consent to be legally bound by these Terms’ terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Koalli instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (herein after referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You further agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting these Terms of Use between Koalli and yourself.

25. Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use, the Privacy Policy and any other policies or operating rules posted by us on this Site or in respect to the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party. In the event that any provision of these Terms of use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms of Use or your use of the Site. You may not assign the Terms of Use or any of your rights or obligations under the Terms without our express written consent. The Terms of Use inure to the benefit of our successors, assigns and licensees. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

INVESTMENT DISCLAIMER

This Site and any information herein are provided without warranty of any kind, including the implied warranties of merchantability, fitness for use of a particular purpose, accuracy, or non-infringement. This Site is not an intermediary, broker/dealer, investment advisor, or exchange and does not provide investment advice or investment advisory services. Koalli does not condone the use of cannabis except where permissible by state law. The Site does not possess, distribute, or sell cannabis products. Users cannot buy the ability to publish favorable articles on the Site. The goal of the Site is to ensure all users have the most up to date and factual information that is publicly available. All data and info is provided “as is” and solely for informational purposes, not for trading or investment advice.

Investors should conduct their own in-depth investigation of any potential investment opportunity with the assistance of his or her legal, tax and investment advisors. An investor’s review of any information should include but not be limited to a company’s financial condition, operations, management, products or services, trends in the industry and risks that may be material to a profiled company’s business and other information you and your advisors deem material to an investment decision. An investor’s review should include, but not be limited to a review of available public sources and information you receive from websites such as Google, OTC Markets, NASDAQ, NYSE, www.sec.gov or other available public sources.

Furthermore, this Site includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are statements on this Site and any attachments that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “positioned,” “project,” “propose,” “should,” “strategy,” “will,” or any similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Conduct your own due diligence, and never invest solely based upon information you read online or receive from Koalli or our Site. These forward-looking statements are not guarantees of any future results. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. In light of these numerous risks and uncertainties, we cannot provide any assurance that the results and events contemplated by this email or any attachments hereto will in fact transpire. Information on the Site is not a solicitation or recommendation to buy, sell or hold securities and we do not endorse, independently verify, conduct due diligence or assert the truthfulness, completeness, accuracy or reliability of such content.

Additionally, please be aware that economic trends have their own limitations, including: (a) that economic trends or predictions may be speculative ; (b) consumers, producers, investors, borrowers, lenders and government may react in unforeseen ways and be affected by behavioral biases that we are unable to predict; (c) human and social factors may outweigh future economic trends that we state may or will occur; (d) clear cut economic predictions have their limitations in that they do not account for the fundamental uncertainty in economic life, as well as ordinary life; (e) economic trends may be disrupted by sudden jumps, disruptions or other factors that are not accounted for in such economic trends analysis; in other words, past or present data predicting future economic trends may become irrelevant in light of fully new circumstances and situations in which uncertainty becomes reality rather than of predictive economic quality; or (f) if the trends involve a single result, it ignores other scenarios that may be crucial to make a decision in the event of unknown contingencies.