Terms of Use

Last Updated: March 8, 2024

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IMPORTANT – READ CAREFULLY These terms and conditions form a binding agreement between you and Throne, Inc., a Delaware corporation (“Throne”). Capitalized terms have the meanings given in this Agreement, including in Section 14 below. Your use of the Throne Prototype, or other indication of consent, constitutes your acceptance of this Agreement.

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This Agreement contains a mandatory individual arbitration and class action and jury trial waiver provision that requires disputes to be resolved by arbitration on an individual basis, rather than jury trials or class actions.

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You are solely responsible for ensuring that each Unregistered User is informed of the presence and nature of the Throne Prototype, and of the potential collection and use of Your Content as described in this Agreement. Each Unregistered User who uses the Throne Prototype must accept and comply with the applicable terms and conditions of this Agreement.

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1. Scope

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This Agreement governs your use of the Throne Prototype. Unless agreed otherwise in writing:

All Order Forms are governed only by this Agreement.
Throne may update this Agreement from time to time, with reasonable notice (including posting an updated version on our website or app).
Continued use after updates constitutes acceptance.
If you do not agree to an update, you must stop using the Throne Prototype.

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2. Participation

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You will:

Actively use and test the Throne Prototype.
Provide accurate and timely Feedback in the manner specified by Throne.

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3. License

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3.1 Limited License Throne grants you, during the Term, a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to:

(a) access and use the Throne Prototype, and
(b) access and use Reports in the form made available by Throne.

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3.2 License Restrictions You must not (and may not allow others to):

(a) use the Prototype unlawfully or in ways that risk Throne’s security.
(b) reproduce, modify, translate, or create derivative works.
(c) sublicense, sell, lease, or otherwise share the Prototype.
(d) decompile, disassemble, or reverse engineer.
(e) remove proprietary notices.
(f) disable technical protections.
(g) use the Prototype for competitive analysis or training competing products.

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3.3 Reservation of Rights All other rights are reserved by Throne. You may not sell, transfer, or distribute the Prototype without Throne’s written consent.4. ConfidentialityYou acknowledge the confidential nature and competitive value of information disclosed under this Agreement. You agree to:

Use Confidential Information only to perform obligations or exercise rights under this Agreement.
Not disclose it to third parties.
Exercise reasonable care to protect it.

Exceptions:

Information already public without your wrongdoing.
Information lawfully received from a third party without restriction.

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4. Confidentiality

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You acknowledge the confidential nature and competitive value of information disclosed under this Agreement. You agree to:

Use Confidential Information only to perform obligations or exercise rights under this Agreement.
Not disclose it to third parties.
Exercise reasonable care to protect it.

Exceptions:

Information already public without your wrongdoing.
Information lawfully received from a third party without restriction.

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5. Your Content‍

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5.1 Responsibility You are solely responsible for all matters relating to Your Content.5.2 Ownership Throne owns all rights to Your Content. You assign (on behalf of yourself and any Unregistered User) all such rights to Throne.5.3 License If any rights are not assigned, you grant Throne an exclusive, worldwide, perpetual, irrevocable license to use Your Content.5.4 Disclaimer

Your Content may contain sensitive, graphic, or explicit materials.
If you do not consent to collection or use of such materials, you must not use the Prototype.
You must inform all Unregistered Users and obtain their consent before use.

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6. Usage Analytics

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Throne may use data from Your Content and usage to improve, operate, and customize its products and services.Customer ResponsibilitiesYou are responsible for:

Lawful use of Services.
Ensuring access (hardware, app, internet, backups, etc.).
Maintaining accurate account and payment information.
Keeping Credentials confidential and reporting breaches.

Throne:

Provides commercially reasonable support.
Is not liable for data loss or security failures.

Payment and Fees

Some Services are Paid Services (one-time, subscription, or pre-order).
Fees include membership, device, or usage charges.
You authorize Throne (or its processor) to charge your payment method.
Refunds are not issued unless required by law.
Promotional offers cannot be stacked.
Financing may result in loan payments before shipment.

Memberships and SubscriptionsSubscription Terms

Memberships may be monthly or annual.
Auto-renews unless cancelled.
Fees are charged at the beginning of each term.

Cancellation

Cancels future charges only.
No refunds for past payments.
Throne may issue discretionary credits.

Free Trials / Promotions

May require valid payment at registration.
Auto-converts to paid unless cancelled before end of trial.

Billing

Fees are recurring.
Taxes may apply.

Changes to Fees

Throne may adjust fees with 30 days’ notice.

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7. Feedback

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All Feedback belongs to Throne. You assign rights or grant Throne an irrevocable license to use it.8. Photo/Video ReleaseYou grant Throne rights to use your likeness, voice, name, and materials for promotional and educational purposes.

Throne owns resulting Works.
You waive inspection/approval rights.
You release Throne from claims related to such use.

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8. PHOTO/VIDEO RELEASE

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8.1 Permitted Use. You hereby grant to Throne and its affiliates the non-exclusive, worldwide right and authorization to record and make use of your identity, likeness, voice and name(and any biographical or other material concerning you that you may provide to Throne, or that Throne may collect) gathered during the testing program in all media and manner, whether now known or later developed, throughout the world in perpetuity, including for promotional and educational purposes. You further acknowledge that such use may (i) be in connection with any works Throne may develop, publish or distribute, or have developed,

Page 6published or distributed, for any related promotional or educational purposes, (ii) be alone or in combination with other material, and (iii) include or not include use of your name and biographical information about you. You understand that Throne may share your name and(to the extent necessary) other identifying information with Throne’s service providers, such as advertising agencies, who may use it to perform services for Throne. You understand that the intent of this photo/video release is to convey to Throne all rights you may have, on a nonexclusive basis, to such identity, likeness, voice and name (and any biographical or other material concerning you), to the maximum extent, so that Throne may use those interests for promotional and educational purposes throughout the world without additional approval from or compensation to you.

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8.2 Ownership of Works. You acknowledge that Throne is the exclusive owner of the Works, and you hereby assign and agree to assign to Throne any right, title or interest you may have in or to the Works. You agree that the Works and the use of your identity, likeness, voice or name (or any biographical or other material concerning you) in them may be modified (intentionally or otherwise) in any manner. You hereby waive any right of inspection or approval of the uses of your identity, likeness, voice and name (and any biographical or other material concerning you) and you hereby waive any and all “moral rights” and any similar rights with respect to attribution of authorship or integrity that you may have in connection with any such uses. You will (whether during or after your relationship with Throne), at Throne’s expense, execute such written instruments and do other such acts as may be necessary in the opinion of Throne to effect an assignment of, register, enforce or otherwise exercise rights with respect to a trademark, copyright or other intellectual property right relating to the Works or with respect to the use of your identity, likeness, voice or name (or any biographical or other material concerning you) in connection therewith.

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8.3 Release. You hereby release Throne and its contractors, directors, officers, employees and representatives from any claims that you may have as to use of your identity, likeness, voice and name (and any biographical or other material concerning you) for any promotional or educational purposes, including (but not limited to) claims based on rights of publicity or privacy, defamation or intellectual property rights infringement. If you are a California resident, you waive your rights with respect to California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

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9. Disclaimer; No Health Advice; Liability Release

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‍9.1 Disclaimer

Prototype provided “AS IS” with no warranty.
May malfunction or present hazards.
Use at your own risk.

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9.2 No Medical Advice

Content is informational only.
Not a substitute for professional medical care.

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9.3 Liability Release You release Throne from all liability related to use of the Prototype, including injury or property damage.10. Indemnity; Limitation of Liability10.1 Indemnity You will defend and indemnify Throne against claims arising from your use, violations, negligence, or Unregistered Users’ actions.10.2 Limitation of Liability Throne’s liability is capped at $100.00.11. Termination

Either party may terminate at any time.
Upon termination, you must stop using the Prototype and return any devices.
Certain sections survive termination (e.g., Confidentiality, Feedback, Payments).

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10. Indemnity; Limitation of Liability

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‍10.1 Indemnity You will defend and indemnify Throne against claims arising from your use, violations, negligence, or Unregistered Users’ actions.

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‍10.2 Limitation of Liability Throne’s liability is capped at $100.00.11.

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11. Termination

Either party may terminate at any time.
Upon termination, you must stop using the Prototype and return any devices.
Certain sections survive termination (e.g., Confidentiality, Feedback, Payments).

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12. General

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Trade Rules: Comply with U.S. and international trade laws.
No Partnership: This is not an employment or joint venture relationship.
Governing Law: Texas law; disputes resolved by binding arbitration (JAMS, Austin, TX).
Class Action Waiver: Claims may only be brought individually.
Notices: Provided by email, mail, or overnight delivery.
Force Majeure: Throne not liable for events beyond its control.
Injunctive Relief: Throne entitled to equitable relief for breaches.
Assignment: You cannot assign rights without consent. Throne may assign freely.
Entire Agreement: Supersedes all prior agreements.

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13. Digital Millennium Copyright Act (DMCA) Notice

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Throne respects the intellectual property rights of others. If you believe that content on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Throne’s Copyright Agent with the following written information:

A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
Identification of the copyrighted work claimed to have been infringed.
Identification of the material claimed to be infringing, and information reasonably sufficient to permit Throne to locate the material.
Your contact information (address, telephone number, email).
A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or law.
A statement, under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the copyright owner.

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Copyright Agent Contact:Throne, Inc.

Email: legal@throne.com

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‍Upon receiving a valid notice, Throne may remove or disable access to the allegedly infringing material. Throne may terminate accounts of repeat infringers.

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14. Definitions

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For purposes of this Agreement:

“Agreement” means these Terms of Use, including any referenced documents and updates.
“Confidential Information” means all non-public information disclosed by Throne, including business, technical, and product information.
“Feedback” means suggestions, recommendations, improvements, or other input provided by you to Throne relating to the Throne Prototype or Services.
“Order Form” means a written or electronic order form agreed by you and Throne specifying Services.
“Paid Services” means Services subject to a fee, such as memberships, subscriptions, or device purchases.
“Prototype” or “Throne Prototype” means the hardware device, related software, and associated services provided by Throne for testing.
“Reports” means any materials, data, or information provided by Throne relating to your use of the Prototype.
“Services” means the Throne Prototype, apps, software, features, reports, support, and related services provided under this Agreement.
“Term” means the period during which you are authorized to use the Throne Prototype, unless terminated earlier under this Agreement.
“Unregistered User” means any individual (e.g., spouse, partner, roommate, guest) who uses the Throne Prototype but has not registered their own Throne account.
“Your Content” means all data, inputs, usage, output, media, images, videos, and other information generated by or through your (or an Unregistered User’s) use of the Throne Prototype.

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