TERMS AND CONDITIONS Terms of Use: Beginning on January 1, 2022 These terms of use (the "Terms" or "the terms" or "agreement") govern our relationship with users and others who access and/or use TBM Cycling, LLC’s ("TBM Cycling", "Company", "The Company") website (found at www.tbmcycling.com), mobile applications, products or services, or brand, all of which are called "TBM Cycling Services". By accessing or using any TBM Cycling service, you are affirming that you have read the terms, agree that the terms are a legally binding contract with TBM Cycling, LLC, and agree to be legally bound by these terms (including any other terms, conditions, policies, or other legal agreement accessible via hyperlink). Do not access or use any TBM Cycling Service s if you are unwilling or unable to be bound by these terms of use in any way. I. Social Network TBM Cycling serves as an online social network that allows users (who are bound by these terms) to interact with other users and to interact with content and to interact with other features , tools, and functionality customary to an online social network. II. Privacy We respect the privacy of all TBM Cycling Services users. Please refer to our privacy policy, which explains how we collect, use, and disclose information that pertains to your privacy. TBM Cycling will not sell your personal information or disclose your personal information to third parties without your explicit consent. When you access or use any TBM Cycling service, you agree to our Privacy Po licy. III. Using the TBM Cycling Services a. Definition of use Use is defined as accessing, browsing, or otherwise interacting with any TBM Cycling service in any way. b. User Definition A "user" is anyone who accesses, browses, or otherwise interacts with any TBM Cycling service in any way. This includes, but is not limited to, users who are vendors, customers, merchants, and content contributors. "You", "your", "you’re" refer to you as a user. "We", "our", and "us" refer to TBM Cycling. c. User Registration As a user, you will be required to create a personalized account that includes a unique username and a password to access any TBM Cycling services. Users may be required to submit personal information during account registration. Please see o ur privacy policy to learn how we protect your personal information. By registering for an account, you certify that you are of sound mind and have the legal right and authority to bind yourself (individual or entity) to this agreement. To register for an account, you must either be over the age of 18 or be a legal entity with legal rights to conduct business in the United States. Any individual under the age of 18 can only use TBM Cycling services under the direct supervision of an individual over the age of 18. Individuals under the age of 13 are not allowed at any time to use any TBM Cycling services. If you are under the age of 13, DO NOT attempt to register for an account or submit any personal information. Also, if you are not legally able to conduct business in the US for any reason, please do not attempt to register for an account. If we learn that any account where an individual is under the age of 13, or any entity cannot legally conduct business in the US, we will promptly disable and terminate y our account. TBM Cycling reserves the right to change registration requirements at any time. d. Service Refusal Unless otherwise prohibited by law, TBM Cycling, in its sole discretion, reserves the right to refuse the use of any TBM Cycling services (temporarily or permanently) to any individuals or entities it deems not in compliance with our terms at any time. This includes refusing account registration, refusing service usage via account suspension or deactivation, account termination, or IP blocking. e. User Account Information As a user, you are required to complete and keep accurate account information up - to - date. This includes, but is not limited to, your legal name, email address, phone number, and a valid payment method (credit card , PayPal, Stripe, and so on). f. User Security In addition to the safety measures TBM Cycling takes to protect your account, you are required to keep your user name and password safe and secure at all times. You agree that TBM Cycling is not responsible or liable for any damage caused by your failure to keep your password, username, and/or personal account information confidential. In the event you notice any unauthorized use of your account, please change your password and notify TBM Cycling immediately g. Restrictions on Use and Conduct Your permission to use any TBM Cycling service is conditioned upon the following use restrictions and conduct restrictions. These restrictions are in addition to any other use restrictions or terms listed in these ter ms. You agree that you will not, under any circumstances: • Post anything that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive. • Use TBM Cycling Services for any illegal purpose or to promote illegal activities; • As an individual, you will not transfer or sell your TBM Cycling user account to any other individual. • As an entity, you will not transfer or sell your TBM Cycling user account to any other entity or indivi dual without the express consent of TBM Cycling. • Attempt to defame or threaten another user, entity, or group; harass, threaten, impersonate, perjure, abuse, or harm another user, entity, or group; • Use another user’s account without permission; • Attempt to launder funds or engage in other transactions using any TBM Cycling service to avoid any law, statute, policy, or regulation. • When registering an account, provide false or inaccurate information. • Attempt to commit fraud or fraudulent acts in connection wit h posting content, purchasing, or selling. • Interfere with a user’s account • Register for a business account with any other intention other than what is intended by TBM Cycling. • Attempt or sell an illegal, counterfeit, stolen, recalled, or dangerously deeme d good. • Attempt to interact with, or communicate with, any individual, entity, group, or goods that are prohibited by law, regulation, or order. • Infringe upon any TBM Cycling or associated third - party intellectual property. • Interfere with or attempt to int erfere with the proper operation of TBM Cycling Services; • make any automated use of the system, or take any action that we believe will impose or may impose an unreasonable or disproportionately large load on our servers or network infrastructure; • Bypass a ny robot exclusion headers or other measures we take to restrict access to TBM Cycling Services, or use any software, technology, or device to scrape, spider, or crawl TBM Cycling Services or harvest or manipulate data. • Publish or link to malicious content intended to damage or disrupt another user’s browser or computer. • In any way, attempt or impersonate any TBM Cycling service, user, or associated third - party website. • Use of any TBM Cycling services in any way creates a risk that could jeopardize relation ships TBM Cycling has with its service providers and/or others TBM Cycling has or is attempting to have a business relationship with. • Use any TBM Cycling service in an unintended manner. • Violate this agreement or any other TBM Cycling policies. IV. Conten t & Data When you create your own personalized account, you may be able to provide User Content. User Content is defined as postings, listings, comments, reviews, groups, courses, events, ratings, blogs, articles, or other online content in connection with a TBM Cycling service. You are solely liable for any User Content that you post, upload, link to, or otherwise make available through any TBM Cycling Services. You agree that we are only acting as a passive conduit for your online distribu tion and publication of your User Content. The Company, on the other hand, reserves the right, at its sole discretion, to remove any User Content from any TBM Cycling Services. The following rules pertain to user content: By transmitting and submitting any user content while using any TBM Cycling services, you agree as follows: • You are solely responsible for your account and the activity that occurs while signed in to or while using your account. • You will not post any malicious, misleading, fa lse, or inaccurate information. • You will not submit content that is copyrighted or subject to third - party proprietary rights, such as privacy, publicity, trade secrets, and so on unless you are the owner of such rights or have explicit permission from thei r rightful owner to do so; and • You hereby affirm that we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your account with or without prior notice. You understand and agree that any liability, loss, or damage that occurs as a result of the use of any user content that you make available or access through your use of any TBM Cycling services is solely your responsibility. The company is not responsible for any public display or misuse of your user content. The company does not, and cannot, pre - screen or monitor all user content. However, at our discretion, we, or the technology we employ, may monitor and/or record your interac tions with any TBM Cycling service. a. License Grant By submitting any User Content through any TBM Cycling Services, you expressly grant, and represent and warrant that you have the right to grant, to the Company a royalty - free, sub - licensable, transfer able, perpetual, irrevocable, non - exclusive, worldwide license to use, reproduce, modify, publish, list information about, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, vo ice, and/or likeness. b. Content Disclaimer Opinions, advice, statements, offers, or other information or content made available through any TBM Cycling service but not directly by the company, are those of their respective authors, and should not necess arily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the TBM Cycling Services, and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, offer, or statement made by parties other than the Company. The Company accepts no responsibility and assumes no liability for any User Content posted or transmitted by you or an y other user or third party via any TBM Cycling Services. Under no circumstances will the company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on any TBM Cycling services or transmitted to us ers. Though the company strives to enforce these terms of use, you may be exposed to user content that is inaccurate or objectionable. The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the TBM Cy cling Services, to limit or deny a user’s access to the TBM Cycling Services, or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity, which we deem unlawful, offens ive, abusive, harmful, or malicious. The Company reserves the right to remove any such material that, in its sole opinion, violates or is alleged to violate the law or this agreement, is offensive, violates the rights, harms, or threatens the safety of us ers or others. Unauthorized use can lead to criminal and/or civil charges under federal, state, and local laws. If you become aware of misuse of one of the TBM Cycling services, please contact us at suppor t@thebikingmarket.com c. Links to other sites and/or materials The Company may provide you with convenient links to third - party website(s) ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Applications, Software, or Content") as part of TBM Cycling Services. These links are provided as a courtesy to TBM Cycling Services subscribers. Third - party sites or third - party applications, software, or content, as well as the promotions, materia ls, information, goods, or services available on these third - party sites or third - party applications, software, or content, are not under the control of the Company. The Company does not investigate, monitor, or check such Third - Party Sites and Third - Party Applications, Software, or Content for accuracy, appropriateness, or completeness, and the Company is not responsible for any Third - Party Sites accessed through any TBM Cycling Services or any Third - Party Applications, Software, or Content posted on, avai lable through, or installed from any TBM Cycling Services, including the content, accuracy, offensiveness, opinions, reliability, privacy, or security. Inclusion of, linking to, or permitting the use or installation of any third - party site or any third - par ty applications, software, or content does not imply approval or endorsement thereof by the company. If you choose to leave the TBM Cycling Service and visit third - party websites, or use or install third - party applications, software, or content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from any TBM Cycling Services or relating to any applications you use or install from any TBM Cycling Services. You agree to hold harmless TBM Cycling for any damages or disputes related to or resulting from the use of services provided by a third party. d. Ideas Submission TBM Cycling considers the following to be non - confidential and non - proprietary, and you agree that TBM Cycling is not liable for use or disclosure of any: • Unsolicited or solicited ideas, proposals, suggestions, or any other materials submitted directly to TBM Cycling using any TBM Cycling service. This includes, but is not limited to, site improvements and new feature requests or suggestions. e. Reproduction of content You agree that content posted on TBM Cycling Services may be available for reposting on th ird - party websites, and that TBM Cycling is not liable for any third - party use of said content. In addition, you agree to provide a link back to any content originating from TBM Cycling Services should you post said content on a third - party website or mobi le application. V. Cycling Communities a. Community Relationship Communities are organized as groups within the TBM cycling website. Each community is comprised of: • Community Hosts & Moderators: Community organizers and managers • Community Members: Users of TBM Cycling that join a cycling community • TBM Admin: TBM Cycling admin o TBM Cycling will be listed as a host for Network administrative purposes only. TBM Cycling does operate or manage. Communities and TBM Services users agree that this agreement or use of TBM Cycling Services does not create a partnership, agency, joint venture, employee - employer, or franchisee - franchisor relationship. The relationship is solely an independent contractor relationship between TBM Cycling and the Community and should not be considered otherwise. All Communities agree to hold harmless TBM Cycling for any disputes with members that arise from the use of any TBM Cycling services. b. Community Manage ment b.1 Starting a Community Communities in TBM cycling are free ($0) to start and operate. To start a community, navigate to the tab titled communities and click the create community button (button title or icon could change. The creator of the community is considered the initial community organizer b.2 Additional Community Managers Additional community managers can be added to a community once the community has been created. For administrative purposes, TBM Cycling will communicate directly will community managers, who are listed as hosts, for co mmunity - related issues. b.3 Terminating a Community If for any reason you need to terminate your community, you can do so at any time from your community dashboard. By starting a community, you agree that TBM has the right to suspend/terminate your community, at any time, for any breach of these terms. Further, you agree, that TBM Cycling does not have to provide advanced or post notice that your community has been suspended/terminated TBM Cycling, at its sole discretion, may provide a warning for issues it deems as minor. You agree that TBM is not required to issue multiple warnings prior to a community termination. If a community has been terminated, Note: TBM must be added and at all times remain a host in each group for administrative purposes. Removing TBM as a host may result in group termination. c. Community Activity Each community, individually, is managed and operated by community managers (hosts and/or moderators), who are responsible for any community activities, including but not limited to: • Content • Events • Communications • Member disputes • Etc. TBM is not responsible for any community activities. By starting a community, you agree that TBM has the right to edit/modify/update/delete community activi ties, at any time, that it deems to be in breach of any of these terms. Further, you agree, that TBM Cycling does not have to provide advanced or post notice for edit/modify/update/delete of community activities. TBM Cycling, at its sole discretion, may p rovide a warning for issues related to community activity it deems as minor. You agree that TBM is not required to issue multiple warnings prior to a edit/modify/update/delete of community activities. d. Network Users vs. Community Members • Network Users o A network user is a person who starts and manages an account at tbmcycling.com. o Network users can join multiple communities found on the website • Community Members o A community member is a network user who joins a community group on the website Community Members agree that TBM Cycling has no direct control over the pricing, safety, quality, legality, truthfulness, or accuracy, of any community activities. In addition, members agree that TBM Cycling has no control over a community’s ability to fulfill any promise made by the community. As a result, and although TBM Cycling makes reasonable attempts to verify each community created, the community member agrees that it is their duty to properly research and conduct thorough due diligence on each community and each community activity prior to joining a group or interacting with any community activities. Furthermore, the member agrees to hold TBM Cycling harmless for disputes with community managers or the community or any other co mmunity members. e. Referral Program TBM cycling rewards communities, in the form of monetary commission, who refer network users that join with a paid plan. For paid plans details, please see section IV: Network, Billing, and Payments e.1 Joining th e program Each community created on the website is automatically enrolled in the referral program. Once your community has been created, you will receive, via internal message and email, a link to your referral dashboard, with login instructions (User nam e and temporary password). Your email used to create the group must remain the same as your email listed in your referral account. If you need to change your email address, please contact sup port@thebikingmarket.com for assistance. e.2 Managing referrals Referral commissions are only awarded for users who sign up for a paid (9.99/mth) plan using your supplied TBM cycling link. Referral data is updated, in your referral dashboard, once per week on Friday by 11:59pm CST. e.3 Payouts For the life of your community, referral commission s are paid monthly for all paid network users who used your referral link and remain active in the paid plan In the event your community is terminated for any reason, you agree that your referral commission s will be forfeited, and monthly payments will not continue. Note: For more information on payout, please see section IV: Network, Billing, and Payments VI. Network Fees, Billing & Payments a. Network Fees and Billing - General Business user subscription plan fees are as follows: • Community Member o $0.00 monthly fee (NONE) • Community Supporter o $9.99 / Monthly ▪ How it’s distributed: ▪ 75% reinvested into the community ▪ 25% to run TBM In the event a fee is changed, network users will be notified at least 21 days prior. b. Fees and Billing – Subscription Plan Monthly Reoccurri ng Fees By subscribing to a community supporter subscription plan, you authorize TBM Cycling to store and automatically charge your financial account for reoccurring monthly fees. All subscription plans are based on the normal US calendar year. Unless o therwise provided or stipulated by a subscription plan or monthly dates, all monthly payments will be charged on the date the user account becomes active (Anniversary Day). Example: Supporter “bob” starts a TBM Cycling supporter account on January 1. On February 1, Supporter “Bob” will be charged a monthly subscription plan fee. In the event your account is updated, your anniversary date may be affected. It is the duty of the community supporter to be aware at all times of their subscription plan and payment dates. Subscription payment dates and details are made available at all times to sellers via their TBM Cycling account. Subscription plans will continue to charge and bill supporters unless the supporter account is closed or terminated or the plan is changed. Subscription plan services will cease on the date your account is canceled. Refunds for subscription plan monthly fees are not refundable and non - prorated. The supporter’s account must stay paid in full at all times. Past - due supporter accounts risk termination. In the event you are charged in error, TBM Cycling will work to correct the error. Please submit contact support@thebikingmarket.com c. Payments: Referral Commissions TBM cycling will pay referring communities 25% of the supporter’s monthly subscription each month for so long as: • The supporter signed up using your referral link • The supporter subscription payment has been paid for the month by the supporter • The community remains in good standing with TBM Cycling • No other clause in thi s document prevents the payment of referral commissions c.1 Payout Referral Payments are made on the 15th of every month. In the event the 15th falls on a holiday or weekend referral payments will be made on the next business day. All enrolled referral participants are required to have a Paypal account linked to their referral account. Payments are only made using PayPal. All payouts are made in US dollars (USD). TBM is not responsible for any fees related to using PayPal or PayPal - related transactio n fees. c.2 Calculating payments Referral Payments are calculated and updated in the referral dashboard on a weekly basis. Any referral data will be updated no later than 11:59pm CST on Friday of each week. In the event, that Friday falls on a holiday, referral data will be updated the following business day. c 3 Disputes In the event of a miscalculation, TBM Cycling will open an investigation and work to resolve the issue. If the issue is found to be a miscalculation and a referral commiss ion is owed, TBM will promptly make payment. If the issue is found to be a payment made in error, TBM will automatically deduct the amount from your next payout. If a payout is not made within 3 months, TBM will send a request to the community organizer requesting payment. In the event payment is not made within a reasonable time, TBM reserves the right to report the money due to a collection agency of its choosing. c 4 Taxes Referral Participants (community organizers) who receive payouts are responsible for any applicable taxes and at all times, are required to comply with all tax and other applicable laws relating to taxes. TBM does not calculate or submit taxes on behalf of referral participants. It is the duty of each referral Participant to know and understand all relevant tax laws pertaining to their payouts. All users agree to be bound by Paypal’s terms and conditions. c 5 Fraudulent Charges: In the event of a fraudulent subscription payment, payouts will not be made for the payment. If a payout has been made to the referral participant, and the payment is later deemed fraudulent, the referral agrees to return all referral fees. If a payout has been made to a referral participant, TBM will automatically deduct the amount from your next payout. If a payout is not made within 3 months, TBM will send a request to the community manager requesting payment. In the event payment is not made within a reasonable time, TBM reserves the right to report the money due to a collection agency of its choosing. l. Payments — Community Reinvestments TBM is committed to reinvesting a portion of subscription fees back into the community in the form of funding community activities and projects, such as but not limited to, • Local trail building/maintenance projects • Community events • Athlete Development / Sponsorships • Non - Profit donations • Etc. Reinvestment funds allocated by TBM Cycling Staff. VII. Notices, Disclosures, and Communications a. TBM Cycling Business Hours TBM Cycling's normal office hours for business matters are M - F 9:00 a.m. – 5:00 p.m. CST unless otherwise stated. Any communications or requests received after the close of business wil l be considered received on the following day. Payments due will not be considered past due until after 11:59 pm on the due date. b. TBM Cycling Contact Information TBM Cycling services are provided under the legal name TBM Cycling, LLC, which is locate d at: 539 West Commerce Street, Suite 5051 Dallas, TX, 75208 Correspondences sent to this address do not constitute notice. c. Notice TBM Cycling Service users agree that notice from TBM Cycling can be digital and fulfilled by TBM Cycling posting the notice on their website or by direct correspondence in the digital form sent from TBM Cycling to the user via their provided accurate email address unless otherwise required by law. TBM Cycling will provide written physical notice via certified mail if the law prohibits digital notice or if TBM Cycling is unable to reach the user via email. All notices shall be deemed provided after 24 hours have passed since being sent to a user or posted on our website, unless notice is provided via certified postal mail. In such a case, notice is provided 3 days after the notice has been sent. TBM Cycling Service users also agree that notice provided to TBM Cycling must be in writing and delivered via postal mail to TBM Cycling at the following address: Leg al Department 5900 Balcones Drive STE 100 78731 Austin, TX A user cannot provide notice to TBM Cycling via email. d. Disclosure TBM Cycling provides disclosures, as required by law, to all relevant TBM Cycling users. TBM Cycling users must provide discl osure on matters that are legal in nature and may involve any TBM Cycling service. e. Communication TBM Cycling users agree to receive messages from the company regarding their user account. TBM Cycling e - mail and messaging system communications will not constitute legal notice to TBM Cycling or any of its officers, employees, agents, or representatives in any situation. For contractual purposes, you (a) consent to receive communications from the company in an electronic form via t he email address you have submitted; and (b) agree that all terms of use, agreements, notices, disclosures, and other communications that the company provides to you electronically satisfy any legal requirement that such communications would satisfy if the y were in writing. The foregoing does not affect your non - waivable rights. We may also use your email address to send you other messages, including information about the company and special offers. You may opt out of such emails by changing your account s ettings or sending an email to support@thebikingmarket.com. Opting out may prevent you from receiving messages regarding the Company or special offers. VIII. Intellectual Property You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to any TBM Cycling Service, including applicable copyrights, trademarks, and other proprietary rights. Other products and company names that are mentioned on TBM Cycling Services may be trad emarks of their respective owners. We reserve all rights that are not expressly granted to you under these terms of use. a. Intellectual Property of TBM Cycling TBM Cycling and other TBM Cycling intellectual property owned by TBM Cycling are the sole pro perty of TBM Cycling. Graphics, logos, works, designs, website content, domain names, email addresses, software code, scripts, and so on are all examples. You agree to not use or reproduce in whole or in part any intellectual property owned by TBM Cycling unless express permission is given in writing by TBM Cycling. You further agree to not use any TBM Cycling intellectual property in any manner that would likely cause confusion. Regardless of your physical location, country of citizenship, or place of re sidence, you agree that TBM Cycling has a claim of action against you in any relevant jurisdiction. b. Termination of Repeat Infringer Accounts The company respects the intellectual property rights of others and requests that the users do the same. In ac cordance with 17 U.S.C. 512(i) of the United States Copyright Act, the Company has adopted and implemented a policy that allows for the termination of users of any TBM Cycling Service who are repeat infringers in appropriate circumstances. The Company rese rves the right to revoke access to participants or users who are repeatedly found providing or posting protected third - party content without the necessary rights and permission. c. DMCA Take - Down Notices If you are a copyright owner or an agent thereof a nd believe, in good faith, that any materials provided on a TBM Cycling Service infringe upon your copyright rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ( see 17 U.S.C 512) ("DMCA") by sending a notice to TBM Cycli ng. Please provide an answer to the following question in your notice. 1. The date of your notification 2. A physical signature of a person authorized to act on behalf of the owner of an allegedly infringed exclusive right; 3. A description of the copyrighted work claimed to have been infringed upon, or, if multiple copyrighted works on a single online site are covered by a single notification, a representative list of such works on that site; 4. A description of the material that is claimed to be infr inging or to be the subject of infringing activity and information sufficient to enable us to locate such work; 5. Address, phone number, and/or email address, or other information reasonably sufficient to allow the TBM Cycling Services provider to contact yo u; 6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 7. A statement that the information in the notification is accurate and, under penalty o f perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. d. Counter - Notices If you believe that your User Content that has been removed from any TBM Cycling Services is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter - notice containing the following information to our copyright agent using the contact information set forth above: 1. Your signature, either physical or electronic; 2. A description of the content that has been removed and the location at which it appeared before it was removed; 3. A statement that you have a good faith belief that the content was removed as a result of a mistake or a misidentification of the content; and 4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter - notice is received by the company's copyright agent, the company may send a copy of the counter - notice to the original complaining party, informi ng such a person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may (in the company’s discretion) be reinsta ted on TBM Cycling Services 10 to 14 business days or more after receipt of the counter - notice. IX. Warranty Disclaimer ALL TBM Cycling SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISC LAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING TBM Cycling SERVICES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR NON - INFRINGEMENT., THE COMPANY MAKES NO WAR RANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE TBM Cycling SERVICE WILL BE UNINTERRUPTED OR ERROR - FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED FROM ANY TBM Cycling SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU. X. General Terms If any part of these terms of use is held invalid or unenforceable, that portion of the ag reement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. A failure by the company to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provisio n. Our rights under this agreement will survive any termination of this agreement. You agree that any cause of action you may have that is related to or arises out of your relationship with the company must commence within one year after the NEXUS (reason for the cause of action) of the cause of action occurs. Otherwise, such a cause of action is permanently barred. These terms of use and your use of TBM Cycling Services are governed by the federal laws of the United States of America and the laws of the S tate of Texas, without regard to conflict of law provisions. The Company may assign or delegate these terms of use and/or the Company’s privacy policy, in whole or in part, to any person or entity at any time, with or without your consent. You may not ass ign or delegate any rights or obligations under the terms of use or the privacy policy without the company’s prior written consent, and any unauthorized assignment or delegation by you is void. You acknowledge that you have read the terms of use, understan d the terms of use, and will be bound by these terms and conditions. You further acknowledge that these terms of use, together with the privacy policy, represent the complete and exclusive statement of the agreement between us and that it supersedes any pr ior proposal or prior agreement, oral or written, and any other communications between us related to the subject matter of this agreement. a. Modification of terms We can amend these terms of use at any time and will update these terms of use in the even t of any such amendments. It is your sole responsibility to check the TBM Cycling Services from time to time to view any such changes in the terms of use. If you continue to use TBM Cycling Services, you signify your agreement to our revisions to these ter ms of use. However, we will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this added reason, you should keep your contact and profile i nformation current. Any changes to these terms of use (other than as set forth in this paragraph) or waiver of the company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the company. No ostensible waiver or modification of these terms of service by the company via telephone or email communications shall be valid. b. Limitations of Liability You agree to use TBM Cycling services at your own risk. To the extent permitted by applicable law, in no event shall the company, its affiliates, directors, employees, partners, subsidiaries, officers, or agents be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential, o r exemplary damages, however, so this provision may not apply to you. If you have a dispute with one or more users, you completely release and hold harmless TBM Cycling (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. TBM Cycling has no control over user content and does not guarantee TBM Cycling users' true id entity or location. TBM Cycling services, you accept all applicable risks associated with dealing and interacting with online individuals and businesses and agree to hold TBM Cycling harmless for any issue resulting from any interaction, communication, tra nsaction, or any other means by which a dispute may arise. c. Indemnity You agree to indemnify and hold harmless TBM Cycling and its affiliates, directors, employees, licensors, partners, subsidiaries, officers, directors, and agents from any claim or de mand, including reasonable attorneys’ fees, made by any third party due to or arising from your breach of this agreement or the documents it incorporates by reference or your violation of any law or the rights of a third party. d. Termination or Expiratio n. All sections of this agreement shall survive unless otherwise prohibited by law. In the event that the law prohibits the survival of a section of this agreement, all other sections shall remain intact. e. Breach A USER FOUND IN BREACH OF THIS AGREEMEN T MAY HAVE HIS OR HER ACCOUNT SUSPENDED OR TERMINATED, AND MAY BE SUBJECT TO LEGAL ACTION TO THE FULLEST EXTENT ALLOWED BY LAW. f. TBM Cycling Dispute Resolution In the event a dispute arises between you and TBM Cycling, otherwise prohibited by law, you agree to attempt to fully resolve such a dispute directly with TBM Cycling first. In the event a resolution cannot be made with TBM Cycling directly, you agree to attempt to fully resolve the dispute with the company’s mediator. g. Third - Party Dispute Res olution In the event a dispute arises between you and a third party accessing the TBM Cycling service, you agree to release TBM Cycling from any and all claims, demands, and damages (actual or consequential) of any kind.