TERMS OF USE

Last Updated: December 14, 2023

USE OF THIS WEBSITE SIGNFIES YOUR AGREEMENT TO THESE TERMS OF USE (“TERMS OF USE”). PLEASE READ THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE.

This website is owned and operated by Vortex Man LLC , and it, together with its affiliates and subsidiaries (collectively, “Vortex,” “we,” or “us,” and each, a “Vortex Company”), offers this website, including any and all information, content, software, application, or service owned by a Vortex Company and contained or offered herein (collectively, the “Vortex Products,” and each, a “Vortex Product”), to you, the user, conditioned upon your acceptance of all terms, conditions, polices and notices stated here, including, any specific and/or supplemental terms and conditions applicable to the Vortex Product.

BY USING THIS WEBSITE, OR ANY OTHER VORTEX PRODUCT, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT ACCESS THIS WEBSITE OR USE ANY VORTEX PRODUCT.

SECTION 1 – AGREEMENT BETWEEN YOU AND US

A. Binding Contract: These Terms of Use (“Agreement”) are a binding contract between you and Vortex. Unless expressly stated herein, there are no third party beneficiaries to this Agreement.

B. Representation: By agreeing to these Terms of Use, you represent to Vortex that you have read, understood, and expressly agree to be bound by this Agreement, and the terms, conditions, and notices contained or referenced herein. If you do not agree to this Agreement, you may not access or use any Vortex Product.

C. Supplemental Terms: This Agreement governs the Vortex Products in general. More specific and/or supplemental terms and conditions may apply to certain Vortex Products, including but not limited to: (i) software, applications, merchandise, services, or other activities offered by a Vortex Company; (ii) conditions or other limitations to the Vortex Products for users under certain ages; (iii) and/or specific terms or restrictions that may accompany certain territories, programs, content, products, websites, applications, or other software. Any supplemental terms and conditions are in addition to this Agreement, and, in the event of a conflict, the applicable supplemental terms will prevail over this Agreement. If you do not agree to the applicable supplemental terms and conditions disclosed, you may not use the applicable Vortex Product.

D. Amendments; Changes to Terms of Use: We may need to make changes to any portion of this Agreement from time to time and for many reasons, including, without limitation, to reflect updates to the Vortex Products or changes in law. We reserve the right, in our sole discretion, to change the terms of this Agreement by posting revised terms to this website. You are responsible for periodically reviewing this Agreement for updates and amendments. BY CONTINUING TO USE ANY VORTEX PRODUCT YOU WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ANY CHANGES TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CHANGES TO ANY APPLICABLE SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS. For the avoidance of doubt, customer service representatives of Vortex are not authorized to modify any provision of this Agreement, either verbally or in writing.

SECTION 2 – USAGE RULES AND RESTRICTIONS

A. Ownership: The Vortex Products, including, but not limited to, comic books, images, artwork, and code, are our copyrighted, patented, or trademarked property, or the copyrighted, patented, or trademarked property of Vortex’s licensors, and all copyrights, trademarks, service marks, trade names, trade dress, patents, and other intellectual property rights in the Vortex Products are owned by us or our licensors, who may be third party beneficiaries of this Agreement, and protected by the copyright, trademark, patent, and other laws of the United States and international treaties.

B. Limited Consumer License: If a Vortex Product is configured to enable the use of software, content, virtual items, or other materials owned or licensed by us, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use in the United States such software, content, virtual item or other material for your personal, noncommercial use only, only for as long as that Vortex Product is made available to you by us, or an authorized third party, and only in accordance with this Agreement and the specific and/or supplemental terms that apply to that Vortex Product, with no right to reproduce, distribute, communicate to the public, make available to the public, or transform any Vortex Product, in any media format or channel now known or hereafter devised. This is a license agreement and not an agreement for sale or assignment of any rights in any Vortex Product. Except as we specifically agree in writing, no element of the Vortex Products may be used or exploited in any way other than as part of the Vortex Product made available to you. You may own the physical media on which elements of the Vortex Products are made available to you, but we retain full and complete ownership of the Vortex intellectual property. We do not transfer title to any portion of the Vortex websites, software, applications, content, virtual items, or other materials and/or services to you. Likewise, the purchase of a license to use any Vortex Product does not create an ownership interest in the Vortex websites, software, applications, content, virtual items, or other materials and/or services.

C. Additional Restrictions: You hereby agree that, as a condition of your use of any Vortex Product and any applicable limited license expressly granted by this Agreement, you will not:

i. redistribute, license, or sell, or otherwise monetize any Vortex Product;

ii. access or use the Vortex Products for any commercial or business related use or build a business utilizing any Vortex Product or element thereof;

iii. copy any Vortex Product (except as expressly permitted by this Agreement);

iv. rebroadcast, transmit, or perform any Vortex Product;

v. create derivative works of the Vortex Product or any part thereof;

vi. bypass, modify, defeat, tamper with, or circumvent any of the functions or protections of the Vortex Products;

vii. decompile, reverse-engineer, or disassemble any Vortex Product;

viii. access, monitor, or copy, or permit another person or entity to access, monitor or copy, any element of the Vortex Products using a robot, spider, scraper, or other automated means or manual process without our express written permission;

ix. damage, disable, overburden, or impair the Vortex Products;

x. use any Vortex Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; and

xi. allow third parties to violate the above restrictions.

D. Violation: Any attempt to perform any of the restricted actions listed above is a violation of the rights of Vortex.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

A. No Reliance: We are not responsible if information made available on this website is not accurate, complete, or current. The material on this website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this website is at your own risk.

B. Historical Information: This website may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this website at any time, but we have no obligation to update any information on our website. You hereby agree that it is your responsibility to monitor changes to our website.

SECTION 4 – THIRD-PARTY LINKS:

A. Links: This website may contain links to other websites. These third-party links are provided as a convenience to you and as an additional avenue of access to the information contained therein. We have not necessarily reviewed the information on those other websites and are not responsible for the content of those or any other websites or any products or services that may be offered through other websites. Inclusion of links to other sites should not be viewed as an endorsement of the content of linked websites. Different terms and conditions may apply to your use of any linked websites.

B. No Liability for Third-Party Websites: We do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 5 – DISCLAIMER, LIMITATION OF LIABILTIY, AND WAIVER

A. DISCLAIMER: YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. VORTEX MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENTS, WHICH ARE PROVIDED FOR USE “AS IS” AND “AS AVAILABLE.” VORTEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS WEBSITE AND ANY WEBSITE WITH WHICH IT IS LINKED. VORTEX DOES NOT WARRANT THE FUNCTIONS, INFORMATION OR LINKS CONTAINED ON THIS WEBSITE OR THAT ITS CONTENTS WILL MEET YOUR REQUIREMENTS, THAT THIS WEBSITE, OR ITS CONTENTS, ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THIS WEBSITE OR ITS CONTENTS, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, CANCELBOTS, OR OTHER HARMFUL COMPONENTS. VORTEX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT VORTEX) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. FURTHER, ALL VORTEX PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THIS AGREEMENT, OR ANY APPLICABLE SPECIFIC AND/OR SUPPLMENETAL TERMS AND CONDITIONS FOR SUCH APPLICABLE VORTEX PRODUCT, TO THE FULLEST EXTENT PERMITTED BY LAW. IN CERTAIN STATES, THE LAW MAY NOT PERMIT ALL OR A PORTION OF THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHOLE OR IN PART. IN SUCH CASES, THE DISCLAIMER WILL APPLY TO YOU TO THE EXTENT PERMITTED BY APPLICABLE LAW.

B. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY AGREE AND UNDERSTAND THAT UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VORTEX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THIS WEBSITE, OR ANY OTHER WEBSITE YOU ACCESS THROUGH A LINK FROM THIS WEBSITE, OR ANY VORTEX PRODUCT, OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES OR OTHER CORRESPONDENCE YOU SEND US. THESE INCLUDE, WITHOUT LIMITATION, DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE ARISE OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, OR MATERIALS AVAILABLE FROM THIS WEBSITE, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ARE NOT RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO PROVIDE ANY PART OF ANY VORTEX PRODUCT, OR ANY LOSS OF CONTENT OR DATA THAT IS DUE TO: YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM, OR INTERNET CONNECTION; OR YOUR FAILURE TO COMPLY WITH SPECIFIED COMPATIBILITY REQUIREMENTS.

IN NO EVENT SHALL VORTEX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS WEBSITE OR SUCH APPLICABLE VORTEX PRODUCT GIVING RISE TO SUCH APPLICABLE CLAIM BY YOU.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES, THE ABOVE WILL APPLY TO YOU TO THE EXTENT PERMITTED BY APPLICABLE LAW.

C. ACKNOWLEDGEMENT OF WAIVER: YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING THIS WEBSITE AND AGREEING TO THIS AGREEMENT, YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

SECTION 6 – INDEMNIFICATION By using this website or any Vortex Product, you hereby agree to indemnify, defend and hold harmless Vortex, including, for the avoidance of doubt, any Vortex Company and its affiliates, and their officers, directors, employees, contractors, agents, licensors, and suppliers, from and against any actual or alleged claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense (including, without limitation, reasonable attorneys’ and other legal fees and costs) arising out of or relating to: (1) your violation of this Agreement or any law, rule or regulation; (2) a claim that is based on your use of any Vortex Product or any content (including, without limitation, any artwork, code, or material) contained therein; or (3) any material uploaded by you or through your computer to this website or otherwise sent by you to any Vortex Company. You hereby agree to cooperate as fully and reasonably as required by Vortex in the defense of any claim. Vortex reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Vortex.

SECTION 7 – TERMINATION We may terminate or suspend your access to this website or any Vortex Product, and/or terminate this Agreement subject to the survival of terms as provided herein, if required by law, or if we have reason to believe that you have used any Vortex Product in violation of any provision of this Agreement or any applicable specific and/or supplemental terms, and/or if you engage in or encourage infringement or any other illegal conduct as it relates to your use of the Vortex Products.

SECTION 8 – MISCELLANEOUS

A. Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Connecticut and the laws of the United States of America, without giving effect to any conflict of law principles.

B. Forum: You hereby agree that any action at law or in equity arising out of or relating to this Agreement shall be filed, and that venue properly lies, only in the state or federal courts located in the State of Connecticut in the United States of America, and you hereby consent and submit to the personal jurisdiction of such courts of the purposes of litigating such action.

C. Entire Agreement: This Agreement constitutes the entire agreement and understanding between you and us with respect to the subject matter herein and supersedes all prior or contemporaneous communications, agreements or other understandings concerning such subject matter.

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

E. Survival: The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination, including, without limitation, the restrictions, disclaimers, limitations, our rights to use submitted content, and rules regarding dispute resolution in Sections 2 (Usage Rules and Restrictions), 5 (Disclaimer, Limitation of Liability, and Waiver), and 6 (Indemnification), as well as the provisions in this Section 8.

F. Waiver; Reservation of Rights: No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Further, we hereby reserve all rights and remedies available to use whether at law or in equity.

G. Contact Information: Any questions about this Agreement should be sent to us at engagement@vortexuniverse.com or Vortex Man LLC, Attn: General Counsel, 74 Spring Street, Southington, CT 06489.