TollBit Brand Terms of Service

Last Updated August 14, 2026

The TollBit Platform is designed to allow brands, advertisers, and agencies to understand and participate in how content is accessed, used, and surfaced in a new digital world, driven by artificial intelligence. These TollBit Brand Terms of Service (the “Brand Terms”) govern your access to and use of the TollBit Platform and products described in these Brand Terms. These Brand Terms form a binding agreement between you and Novoscribe Inc. (“TollBit”). If you are accepting these Brand Terms on behalf of a company, agency, or other legal entity, including as an agency acting for a client, you represent and warrant that you are authorized to bind that entity, and as applicable that client, to these Brand Terms and you agree to these Brand Terms on behalf of that entity (with all references to “you” and “your” meaning that entity).

ARBITRATION NOTICE: THESE BRAND TERMS CONTAIN AN ARBITRATION CLAUSE. YOU AND TOLLBIT AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED PURSUANT TO THAT ARBITRATION CLAUSE, AND YOU AND TOLLBIT WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF THE CLASS-ACTION WAIVER AS EXPLAINED IN THAT ARBITRATION CLAUSE.

By accessing or using the Tollbit Platform, or by executing an Order Form that references these Brand Terms, you agree to these Brand Terms. If you do not agree to these Brand Terms, you are prohibited from using the TollBit Platform.

1. The TollBit Platform. TollBit operates a proprietary platform and related services (the “Tollbit Platform”) designed to help brands, advertisers, agencies, and other commercial participants (“Brand Partners”) analyze, understand, supplement, and augment the access, collection, and usage of online content by AI agents, bots, or other automated systems (“Agents”) operated by or for third party developers (“Developers”). For clarification, the products TollBit makes available to Brand Partners under these Brand Terms are the Brand Intelligence Products and the Context Insertion Program, as further described below. Each product is provided subject to these Brand Terms and the applicable ordering document you accept or execute (each, an “Order Form”), whether presented in your TollBit account portal or as a separately executed order form or addendum.

2. Tollbit Platform Access. Subject to these Brand Terms, TollBit grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the TollBit Platform solely to receive the products identified in your Order Form(s), which TollBit Platform may update from time to time in its discretion. You may provide access to the TollBit Platform to your employees, contractors, and Affiliates (defined below) (“Authorized Users”), provided you agree to be liable for any acts or omissions of your Authorized Users while using the TollBit Platform. You are responsible for maintaining the confidentiality of your and your Authorized Users’ usernames, passwords, and account information. Without limiting any other rights or remedies, TollBit may immediately suspend your or any Authorized User’s access to the TollBit Platform if we reasonably believe (a) you or an Authorized User have materially violated these Brand Terms; (b) you or an Authorized User have used the TollBit Platform in a way that raises suspicion of fraud, misuse, security concern, illegal activity, or unauthorized access issues; (c) suspension is necessary to protect the integrity or availability of the TollBit Platform or the interests of any Publisher; or (d) undisputed fees remain unpaid more than thirty (30) days after their due date. You may not use the TollBit Platform if you are a person who is barred from doing so under the laws of the United States or any other applicable jurisdiction, including, for example, if you appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition.

3. Acting as a Publisher. The TollBit Platform also enables content creators, owners, and licensors (“Publishers”) to monitor, control, and monetize the access, collection, and usage of their content, data, and information (collectively, “Publisher Data”) by Agents. As a Publisher yourself, TollBit may offer you analytics on how Agents access your own domains, a TollBit-hosted subdomain to which Agent traffic can be redirected, and tools to monitor and monetize your properties. When using these Publisher-facing features, you do so under the TollBit Publisher Terms of Service, available here and hereby agree to the TollBit Publisher Terms of Service, as applicable. These Brand Terms grant you no rights in that capacity.

4. Brand Intelligence Products. TollBit creates aggregated and de-identified datasets, reports, benchmarks, indices, and other analytical products from analytical outputs derived from Publisher Data and data related to the access, collection, and use of Publisher Data by Agents, whether alone or in combination with similar data from other Publishers (“Aggregated Intelligence”). TollBit makes Aggregated Intelligence available to Brand Partners through subscription offerings, dashboards, reports, data feeds, and related tools (collectively, “Brand Intelligence Products”). Your right to access and use the Brand Intelligence Products identified in your Order Form is the right of access granted in Section 2, exercisable during the subscription term set forth in your Order Form and subject to your payment of the applicable fees. You will use the Brand Intelligence Products solely for Internal Business Purposes. “Internal Business Purposes” means use within your own organization to inform your own commercial, media, and content decisions, including media planning and investment, content and editorial strategy, brand and category research, competitive and market benchmarking, evaluating whether and how to participate in the Context Insertion Program, and internal reporting and analysis of any of the foregoing. Where you have accepted these Brand Terms as an agency or other representative on behalf of a client identified in the applicable Order Form, Internal Business Purposes include the same uses on behalf of that client only and not for the benefit of any entity other than such identified client.

5. Scope of Brand Intelligence Products. Brand Intelligence Products consist of aggregated and de-identified analytical outputs and, where the applicable Publisher has consented, Publisher-attributed analytical outputs. They are not, and do not include, Publisher Data, the underlying content of any Publisher’s website, or any right or license in either. Nothing in these Brand Terms grants you any license to reproduce, display, distribute, or otherwise use any Publisher’s content or intellectual property.

6. Intelligence Use Restrictions. You will not, and will not permit any Authorized User or any third party to, directly or indirectly:

   (a) resell, redistribute, sublicense, syndicate, publish, or otherwise make any Brand Intelligence Product, or any data contained in it, available to any third party, except to your professional advisors who are bound by confidentiality obligations and are acting solely in support of your Internal Business Purposes, and, where you have accepted these Brand Terms as an agency or other representative on behalf of a client, to that client if it is identified in the applicable Order Form, provided that you remain responsible for that client’s compliance with these Brand Terms as if it were an Authorized User;

   (b) publicly cite, quote, excerpt, or reference any Brand Intelligence Product, Aggregated Intelligence, or TollBit in any advertising, marketing, public relations, investor, or other external materials without TollBit’s prior written consent; if TollBit consents, you will attribute the data to TollBit in accordance with TollBit’s branding or attribution guidelines then in effect;

   (c) attempt to identify, re-identify, deanonymize, or reverse-engineer the identity of any Publisher, website, or other source of any data within any Brand Intelligence Product, or use any Brand Intelligence Product to target, disparage, retaliate against, or take adverse action directed at any individual Publisher;

   (d) attempt to extract, reconstruct, or derive the underlying content of any article or page of Publisher Data from any Brand Intelligence Product;

   (e) use any Brand Intelligence Product, or any data contained in it, to train, fine-tune, ground, augment, or improve any machine-learning or artificial-intelligence model or system, or to create, enrich, or contribute to any dataset, product, or service that competes with the TollBit Platform or any Brand Intelligence Product; or

   (f) access any Brand Intelligence Product through scraping, crawling, or other automated means except through the interfaces TollBit provides for that purpose.

   You will protect Brand Intelligence Products, and any data contained in them, using administrative, technical, and physical safeguards no less protective than those you apply to your own confidential business information, and in no event less than reasonable care.

7. No Reliance. Brand Intelligence Products are analytical and informational tools. Topic classifications, brand associations, sentiment assessments, consumption signals, benchmarks, and similar outputs are generated through automated analytical processes, may involve estimation, inference, and probabilistic methods, and do not constitute statements of fact, editorial judgments, or endorsements by TollBit. Brand Intelligence Products are not financial, investment, legal, or other professional advice. You are solely responsible for any decisions, actions, statements, campaigns, publications, or other conclusions you make or take based on any Brand Intelligence Product. TollBit has no obligation to update, refresh, correct, re-issue, or withdraw any Brand Intelligence Product, including where the source content from which it was derived is subsequently corrected, retracted, updated, or removed.

8. Context Insertion Program. TollBit may offer a program (the “Context Insertion Program”) through which Brand Partners may pay to include content, contextual information, or other materials (“Inserted Content”) on the TollBit-hosted subdomains to which Publishers redirect web traffic for Agents. Participation in the Context Insertion Program is optional and separate from any Brand Intelligence Products subscription. If you elect to participate, an ordering document for each campaign (a “Campaign Order”) will set forth the applicable campaign terms, such as placement parameters, content specifications, approval processes, campaign duration, budget, spend commitments, rates, and fees. A Campaign Order may be presented by TollBit or, where a participating Publisher originates the campaign, by that Publisher through the TollBit Platform. By participating in the Context Insertion Program, you acknowledge and agree that:

   (a) Publisher participation in the Context Insertion Program is opt-in, and Inserted Content will be associated only with the Publisher Data of Publishers who have affirmatively elected to participate;

   (b) Publishers may have content approval, review, and opt-out rights with respect to Inserted Content, and TollBit or a Publisher may decline, remove, or discontinue any Inserted Content at any time, without liability to you except as expressly set forth in the applicable Campaign Order;

   (c) TollBit does not guarantee any placement, adjacency, reach, delivery, or outcome for Inserted Content, including that any Agent will access, retrieve, ingest, incorporate, reproduce, or display Inserted Content, in whole or in part, or that Inserted Content will influence the output of any AI system;

   (d) unless the applicable Campaign Order provides otherwise, TollBit’s measurement and reporting systems will be the system of record for determining delivery of Inserted Content and any fees due under a Campaign Order, and are the sole and controlling record of Impressions delivered and amounts due;

   (e) you retain ownership of your Inserted Content and grant TollBit a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format distribute, and otherwise make available Inserted Content through the TollBit Platform as necessary to operate the Context Insertion Program, including permitting participating Publishers to serve it and Agents to access, retrieve, and reproduce it. This license survives termination with respect to Inserted Content already served;

   (f) Inserted Content must comply with TollBit’s content policies as TollBit makes them available and updates them from time to time, and TollBit may review, reject, remove, or discontinue any Inserted Content that does not comply, or that TollBit reasonably believes creates legal, regulatory, or reputational risk, at any time and without liability to you; and

   (h) you may use campaign reporting only on an aggregated and anonymized basis and only for your Internal Business Purposes, and not to identify any Publisher, or natural person, or to build or enrich any dataset, product, or service.

9. Independent Products. Each product described in these Brand Terms is separate and independently available. You may purchase either without purchasing the other, participation in one is not conditioned on participation in the other, and termination of one Order Form does not automatically terminate any other Order Form unless the applicable Order Form says so.

10. Beta and Trial Offerings. From time to time, TollBit may, in its sole discretion, make available test features or products (“Beta Offerings”) or free or discounted trial subscriptions (“Trials”). If you choose to use any Beta Offering or Trial, you agree it is provided “as is” and “as available,” may contain errors, defects, bugs, or inaccuracies that could cause failures or corruption or loss of data, and may be modified, limited, suspended, or discontinued by TollBit at any time without notice. Your use of any Beta Offering or Trial is at your sole risk, and TollBit makes no representations, warranties, undertakings, or commitments with respect to Beta Offerings or Trials. The use restrictions in Section 6 apply to all data received through any Beta Offering or Trial.

11. Fees; Renewal; Taxes. You will pay the subscription fees for the Brand Intelligence Products identified in your Order Form (billed monthly or annually, as set forth in the Order Form) and any fees set forth in each Campaign Order or in your account portal. If TollBit invoices you, full payment is due within thirty (30) days of the invoice date unless the Order Form provides otherwise; if you dispute an invoiced amount in good faith, you must notify TollBit in writing within fifteen (15) days of the invoice date, and undisputed amounts remain payable when due. Payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly set forth in these Brand Terms or the applicable Order Form. Unless the applicable Order Form provides otherwise, subscriptions automatically renew (monthly subscriptions for successive monthly periods, and annual subscriptions for successive twelve 12-month terms) unless you give TollBit written notice of non-renewal before the start of the renewal period (for annual subscriptions, at least thirty (30) days before the end of the then-current term). Except as expressly set forth in these Brand Terms or the applicable Order Form, subscriptions may not be canceled mid-term. You shall make all payments hereunder in US dollars. All amounts payable by you hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively, “Taxes”). You will be solely responsible for payment of any Taxes, except for those taxes based on the income of TollBit. You will not withhold any Taxes from any amounts due to TollBit.

12. Ownership. As between you and TollBit, TollBit and its Affiliates retain all rights, title, and interest in and to the TollBit Platform, TollBit’s analytical models, algorithms, methodologies, software, and technology, and any other data derived from the use of the TollBit Platform, unless specifically granted to you in these Brand Terms. As between you and TollBit, you and your Affiliates retain all rights, title, and interest in and to your trademarks, service marks, trade names, and service names (collectively, “Marks”) and your Inserted Content, subject to the licenses granted to TollBit in these Brand Terms. No rights are granted except as expressly set forth herein. “Affiliate” means, in the case of a party, any entity that, at the applicable time, is directly or indirectly controlling, controlled by, or under common control with such party.

13. Trademark and Brand Use. You grant TollBit a non-transferable, non-sublicensable, non-exclusive, royalty-free, fully paid-up, and worldwide right and license to use your Marks to administer the products you purchase, including to display Inserted Content as part of the Context Insertion Program, and to identify you as a TollBit customer or user of the TollBit Platform on TollBit’s website and in its marketing materials.

14. Confidentiality. Each party may receive nonpublic information of the other party in connection with these Brand Terms, in your case including the contents of Brand Intelligence Products and nonpublic features of the TollBit Platform, and in TollBit’s case including your campaign plans, unpublished Inserted Content, and nonpublic account information (collectively, “Confidential Information”). Each party will use the other party’s Confidential Information solely to perform under, and exercise its rights in, these Brand Terms; will protect it using at least reasonable care; and will not disclose it to any third party other than employees, advisors, and contractors who need to know it and are bound by confidentiality obligations at least as protective as this section. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, was known to the recipient without restriction before receipt, is independently developed without use of the discloser’s Confidential Information, or is rightfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information to the extent required by law or legal process, with prior notice to the other party where legally permitted. For clarity, nothing in this section limits TollBit’s rights in Aggregated Intelligence or under Section 17 (Feedback). Notwithstanding the foregoing, TollBit may disclose your Inserted Content to a Publisher whose Publisher Data it may be associated with, to the extent necessary for that Publisher to exercise any content approval, review, or opt-out right.

15. Usage Restrictions. You and your Authorized Users will not use the TollBit Platform for any purpose other than those expressly set forth herein, including, without limitation, to directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the TollBit Platform, (b) modify, translate, or create derivative works based on the TollBit Platform, (c) remove any proprietary notices or labels from the TollBit Platform, or (d) use the TollBit Platform to develop or improve a product or service that is competitive to TollBit or any of its products or services.

16. Third-Party Services. The TollBit Platform may involve access to or integration with services, sites, technology, applications, or resources operated and offered by third parties (“Third-Party Services”). Access to and use of Third-Party Services may be subject to additional terms, conditions, privacy policies, or other agreements with such third parties. TollBit does not control, endorse, or assume responsibility for any Third-Party Services or any information made available on such Third-Party Services. NOTWITHSTANDING ANYTHING IN THESE BRAND TERMS TO THE CONTRARY, ALL THIRD-PARTY SERVICES ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. IF YOU USE ANY THIRD-PARTY SERVICES, TOLLBIT WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES, AND DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES.

17. Feedback. If either party provides the other with any feedback on their products or services, such party grants the other a non-exclusive, perpetual, irrevocable, worldwide license to exploit such feedback in any manner without restriction, including to develop their services and products and to create and own derivative works based on such feedback.

18. Representations and Warranties. Each party represents, warrants, and covenants that (a) such party has the required power and authority to enter into these Brand Terms and to perform its obligations hereunder, (b) the execution of these Brand Terms and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party, and (c) these Brand Terms constitute a legal, valid, and binding obligation. You further represent and warrant that (i) you have all rights necessary in and to your Inserted Content to permit its use as contemplated by these Brand Terms and any Campaign Order, and no Inserted Content infringes or misappropriates any third party’s intellectual property, privacy, publicity, or other rights; (ii) all Inserted Content and your use of the TollBit Platform will comply with all applicable laws, rules, and regulations, including advertising, consumer-protection, and disclosure requirements, and no Inserted Content will be false, deceptive, or misleading or contain any malicious code; and (iii) TollBit will not owe any third party any fees, royalties, or payments resulting from the use of your Inserted Content pursuant to these Brand Terms.

19. Indemnification. By accessing or using the TollBit Platform or any product or service described in these Brand Terms, you agree to indemnify, defend, and hold harmless TollBit and its Affiliates, directors, officers, shareholders, members, authorized representatives, employees, agents, successors, and assigns from and against any third-party claims, losses, liabilities, damages, costs, settlements, judgments, awards, and other expenses (including reasonable outside attorneys’ fees) (collectively, “Indemnification Claims”) that are based on or arise from (a) your breach or alleged breach of these Brand Terms, any Order Form, or any applicable law, rule, or regulation; (b) your actual or alleged gross negligence or willful misconduct; (c) Inserted Content, including any claim that Inserted Content infringes or violates any third party’s rights, violates applicable law, or is false, deceptive, or misleading; (d) your use of, reliance on, or publication of any Brand Intelligence Product or any data contained in it, including any decision, statement, campaign, or publication you make or take based on it, and any breach of the restrictions in Section 6; or (e) your infringement of any third-party intellectual property rights, privacy rights, contractual rights, or other proprietary rights. If you are obligated to indemnify TollBit, then you agree that TollBit (or, at its discretion, a TollBit Affiliate) will have the right, in its sole discretion, to control any action or proceeding and to determine whether TollBit wishes to settle any such Indemnification Claim. You agree, at all times, to fully cooperate with TollBit in the defense or settlement of any Indemnification Claim. You will not enter into any settlements without TollBit’s prior written consent, which it may give or withhold for any reason whatsoever.

20. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL TOLLBIT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR TOLLBIT OR ITS AFFILIATES HAVE BEEN ADVISED OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THESE BRAND TERMS, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. TOLLBIT’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE BRAND TERMS OR THE TOLLBIT PLATFORM, INCLUDING ANY RELATED CAUSE OF ACTION, SHALL BE LIMITED TO THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE FEES PAID BY YOU TO TOLLBIT DURING THE TWELVE MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE BRAND TERMS LIMITS ANY LIABILITY TO THE EXTENT IT CANNOT BE LIMITED BY APPLICABLE LAW.

21. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE TOLLBIT PLATFORM, ALL BRAND INTELLIGENCE PRODUCTS, AND THE CONTEXT INSERTION PROGRAM ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND TOLLBIT DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TOLLBIT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. TOLLBIT DOES NOT WARRANT THAT THE TOLLBIT PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE TOLLBIT PLATFORM WILL BE SECURE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, TOLLBIT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY BRAND INTELLIGENCE PRODUCT OR AGGREGATED INTELLIGENCE, INCLUDING ANY TOPIC CLASSIFICATIONS, BRAND ASSOCIATIONS, SENTIMENT ASSESSMENTS, CONSUMPTION METRICS, BENCHMARKS, OR SIMILAR ANALYTICAL OUTPUTS, ALL OF WHICH ARE GENERATED THROUGH AUTOMATED ANALYTICAL PROCESSES, MAY INVOLVE ESTIMATION, INFERENCE, AND PROBABILISTIC METHODS, AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. TOLLBIT DOES NOT WARRANT THAT ANY AGENT WILL ACCESS, RETRIEVE, INGEST, OR REPRODUCE ANY INSERTED CONTENT, OR THAT PARTICIPATION IN THE CONTEXT INSERTION PROGRAM WILL PRODUCE ANY PARTICULAR RESULT. TOLLBIT MAKES NO COMMITMENT AS TO THE NUMBER OR IDENTITY OF PUBLISHERS PARTICIPATING IN THE TOLLBIT PLATFORM, OR AS TO THE SCOPE, DEPTH, OR CONTINUITY OF DATA COVERAGE REFLECTED IN ANY BRAND INTELLIGENCE PRODUCT, EACH OF WHICH MAY CHANGE AT ANY TIME AS PUBLISHER PARTICIPATION CHANGES. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS, ACTIONS, STATEMENTS, CAMPAIGNS, PUBLICATIONS, OR CONCLUSIONS BASED ON ANY BRAND INTELLIGENCE PRODUCT, AND TOLLBIT WILL HAVE NO LIABILITY FOR ANY OF THE FOREGOING.

22. Termination and Suspension. Either party may terminate these Brand Terms or any Order Form as set forth in the applicable Order Form, and you may terminate these Brand Terms at any time if you have no active Order Form by canceling your TollBit account and discontinuing your use of the TollBit Platform. TollBit may also terminate or suspend your access to the TollBit Platform at any time and for any reason. Upon termination or expiration of these Brand Terms or the applicable Order Form for any reason: (a) your access to the applicable Brand Intelligence Products will cease, and you will cease all use of, and at TollBit’s request delete, any Brand Intelligence Products and data contained in them in your possession, except to the extent retention is required by applicable law, contained in routine backup or archival copies not readily accessible in the ordinary course of business, or embodied in your internal analyses that do not disclose the underlying Brand Intelligence Product, which analyses remain subject to Section 6; (b) any in-flight Campaign Orders will wind down in accordance with their terms; and (c) all fees accrued prior to the effective date of termination remain payable. Notwithstanding anything to the contrary, TollBit will retain the perpetual, worldwide, irrevocable, and unlimited right to use, distribute, and exploit all Aggregated Intelligence.

Sections 5 through 7, 8(e), 8(h), 12 through 15, and 17 through 29, together with your obligation to pay any accrued but unpaid fees (including the tax obligations set forth in Section 11) and any defined terms used in the foregoing sections, survive any termination or expiration of these Brand Terms.

23. ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Informal Process First. You and TollBit agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and TollBit agree that this procedure is a condition precedent that must be satisfied before either party initiates any proceeding against the other.

Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to TollBit’s services and/or products, including the TollBit Platform, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and TollBit agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section). Because your contract with TollBit, these Brand Terms, and this arbitration agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Brand Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Brand Terms, you and TollBit are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Exceptions. Notwithstanding the foregoing, you and TollBit agree that the following types of disputes will be resolved in a court of proper jurisdiction: (a) claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as brought and maintained as an individual dispute; (b) claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (c) intellectual property claims.

Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, TollBit will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse TollBit for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by TollBit before the arbitrator was appointed, TollBit will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and TollBit agree that in the event that there are one-hundred (100) or more individual Claims of a substantially similar nature filed against TollBit by or with the assistance of the same law firm, group of law firms, or organizations, then within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (a) administer the arbitration demands in batches of one-hundred (100) Claims per batch (plus, to the extent there are less than one-hundred (100) Claims left over after the batching described above, a final batch consisting of the remaining Claims); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by TollBit. You and TollBit agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated Claims under any circumstances, except as expressly set forth in this provision.

Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Brand Terms by sending written notice of your decision to opt-out to arbitration@tollbit.com. The notice must be sent to TollBit within thirty (30) days of your first registering to use the TollBit Platform or agreeing to these Brand Terms; otherwise, you shall be bound to arbitrate disputes on a non-class basis in accordance with these Brand Terms. If you opt-out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt-out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, TollBit also will not be bound by them.

WAIVER OF CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND TOLLBIT EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING.

24. Governing Law. Except to the extent they are preempted by U.S. federal law, the laws of New York, other than its conflict-of-laws principles, govern these Brand Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Brand Terms or their subject matter.

25. Exclusive Venue. To the extent that these Brand Terms allow you or TollBit to initiate litigation in a court, both you and TollBit agree that, except for a claim that may be brought in small claims court, all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to these Brand Terms or the use of the TollBit Platform will be litigated exclusively in the state and federal courts located in New York, New York. You and TollBit consent to the personal jurisdiction of that court.

26. Waiver; Severability. If any provision of these Brand Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. Failing to insist upon strict performance of any provision of these Brand Terms, or to exercise any rights provided for in these Brand Terms, will not be deemed a waiver of such provision or right going forward. No waiver of any provision will be effective unless in writing. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.

27. Modifying the TollBit Platform and These Brand Terms. We’re relentlessly improving the TollBit Platform and creating new products. That means we may add or remove features, products, or functionalities, and we may also suspend or stop providing the TollBit Platform altogether. We may take any of these actions at any time for any reason, and when we do, we may not provide you with any notice beforehand. This also means we may need to update these Brand Terms to reflect any changes to the TollBit Platform or how we provide the TollBit Platform, as well as to comply with legal requirements, or for other legal or security reasons. If those changes to these Brand Terms are material we will provide you with reasonable advance notice (unless changes are required sooner, for example, as a result of a change in legal requirements or where we are launching new services or features). If you continue to use the TollBit Platform once the changes come into effect, we will take that as your acceptance of any changes.

28. Miscellaneous. These Brand Terms, together with each Order Form and any Campaign Order, contain the entire understanding and agreement between the parties, and supersede any prior agreements between the parties, in each case with respect to the subject matter hereof. In the event of a conflict between these Brand Terms and an Order Form or Campaign Order, the Order Form or Campaign Order will control with respect to the product it covers, except that Sections 5 (Scope of Brand Intelligence Products), 6 (Intelligence Use Restrictions), and 7 (No Reliance) will control over any Order Form or Campaign Order, and no Order Form or Campaign Order may modify them unless it is signed by an authorized officer of TollBit. The parties are independent contractors. Neither party is an employee, agent, co-venturer, or legal representative of the other party for any purpose. Any use of the term “including” or variations thereof in these Brand Terms shall be construed as if followed by the phrase “without limitation.” You may not assign these Brand Terms without TollBit’s prior written consent; TollBit may assign these Brand Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Except for your obligation to pay fees, neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control. Except as expressly set forth in these Brand Terms, these Brand Terms do not confer any right or remedy on any person other than the parties, and no Publisher is a third-party beneficiary of these Brand Terms.

29. Notice. We welcome comments, questions, concerns, or suggestions. You can contact us or get support any time at team@tollbit.com. Legal notices to TollBit must be sent to legal@tollbit.com with a copy to team@tollbit.com, and legal notices to you may be sent to the contact information associated with your account. Any notice permitted or required under these Brand Terms will be in writing and will be delivered in person or by email and addressed as set forth in this Section or to such other address as a party may provide from time to time to the other party.