TERMS OF USE

Last Updated: February 27, 2026

PLEASE READ THESE TERMS OF USE (THE “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE LOCATED AT IONAVA.COM AND ITS SUB-DOMAINS (THE “WEBSITE”), THE IONAVA PLATFORM (THE “PLATFORM”), OR ANY RELATED SOCIAL MEDIA PAGES ASSOCIATED WITH IONAVA. THE WEBSITE, THE PLATFORM, AND ALL RELATED SOCIAL MEDIA PAGES ARE COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS THE (“SERVICES”).

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN A USER OF THE SERVICES (“USER,” “YOU,” OR “YOUR”), AND IONAVA, INC. (“IONAVA,” “WE,” “US,” OR “OUR”). THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. PLEASE BE AWARE THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES, WHICH (I) REQUIRES THAT YOU AND IONAVA ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT; AND (II) LIMITS CLASS ACTION CLAIMS.

BY ACCESSING OR USING THE SERVICES, YOU: (1) REPRESENT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND OUR PRIVACY POLICY [https://ionava.com/privacy-policy] AND (2) ACCEPT AND AGREE TO THIS AGREEMENT AND OUR PRIVACY POLICY. PLEASE DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE PRIVACY POLICY.

Services and Platform

Ionava operates a financial platform designed around health and wellness. Ionava is not health insurance, does not provide medical coverage, does not process insurance claims, and does not make medical or treatment decisions.

Ionava does not act as a healthcare provider, insurer, or medical decision-maker. Nothing in this Agreement creates an insurer–insured relationship, a healthcare provider–patient relationship, or any form of medical authority.

Ionava may charge fees for use of the Services, or portions or features thereof (“Fees”), which shall be due and payable in such amounts and at such times as are described in the Services from time to time.

Ionava may use a third party payment service to process your payment of Fees. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service and agree that we will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to this Agreement.

Changes to Agreement

We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and such Updates will be effective immediately. We will make reasonable efforts to provide advance notice about material changes to this Agreement, although you understand that we may make Updates without prior notice. If we make Updates to this Agreement, we will change the "Last Updated" date above. Your continued use of the Services will confirm your acceptance of the updated Agreement. We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the updated Agreement, you must discontinue using the Services.

Privacy Policy

Please refer to our Privacy Policy (the “Privacy Policy") [add hyperlink] for information regarding how we collect, use and disclose information about you in connection with your use of the Services. The terms and conditions of our Privacy Policy are incorporated into this Agreement.

Eligibility

The Services are available only for individuals aged 18 years or older. We may, in our sole discretion, refuse to offer the Services to any person or entity and change the eligibility criteria for using the Services at any time.

Platform Eligibility

Access to and participation in the Platform is discretionary and limited. Ionava may establish eligibility criteria, participation requirements, or onboarding processes at its sole discretion in accordance with applicable law.

Ionava is not obligated to accept any applicant to use the Platform, to continue offering Platform access to any user, or to make the Platform available on a continuous or uninterrupted basis.

Eligibility determinations may rely on User Information and information obtained with user authorization from third parties. Participation decisions are not medical determinations and do not evaluate medical necessity.

User Information

You must open an account with us (an “Account”) to use the Platform and other portions or features in the Services. During registration, we will ask you for information, including your name, email and other information about you, including health and financial information (“User Information”). “User Information” also includes any information or data that you submit, or cause to be submitted to the Services. You must provide accurate and complete information in response to our questions and you are solely responsible for keeping that information current. In order to create your Account you will be required to set a password. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Account. We will assume that if your login or payment method are used to access the Services, the user has the legal authority to use such login or payment method.

You are solely responsible for all User Information and you represent and warrant that you own or otherwise control all of the rights to any User Information you provide.

You hereby grant to Ionava a non-exclusive, royalty-free, and non-transferable license to use, copy, store, modify, process, transmit, reproduce, create derivative works of, analyze, display, and otherwise exploit your User Information to provide, operate, develop, and improve the Services.

You assume all risks associated with use of your User Information, including any reliance on its accuracy, completeness or fit for purpose.

User Autonomy and Responsibility

Users retain full autonomy over their healthcare choices and decisions. Ionava does not recommend, approve, deny, or evaluate medical care, providers, or treatment pathways.

Without limitation, Users are solely responsible for:

Their healthcare decisions
The accuracy of information they provide
How they choose to use any user-controlled funds made available through the Platform

User-Controlled Funds and Platform Conditions

The Platform may enable access to user-controlled financial resources intended for health- and wellness-related expenses, subject to defined conditions, rules, and limitations communicated through the Platform.

Ionava does not guarantee that funds will be sufficient for any particular expense, outcome, or event. Availability, structure, and conditions of user-controlled funds may change over time.

Ionava does not control providers, pricing, or outcomes related to healthcare or wellness services.

No Insurance; No Guarantees

Ionava does not provide insurance of any kind and does not guarantee:

Access to healthcare services
Payment of medical expenses
Specific health, financial, or wellness outcomes

Use of the Platform involves personal, financial, and health-related considerations and carries inherent risk. Users assume responsibility for assessing whether the Platform aligns with their individual circumstances.

Ionava Content

Except for Third Party Content (as defined below), all information and materials contained on or within the Services, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, press releases, names, product names or descriptions, icons, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, "Ionava Content"), as well as their selection and arrangement, and all intellectual property and other rights relating to Ionava Content, as between you and Ionava, are solely and exclusively owned by Ionava. You will not delete or alter any copyright, trademark, or other proprietary rights notices from Ionava Content.

Third Party Content

Ionava may contain other proprietary information and materials licensed or provided to Ionava by third parties in connection with Ionava’s provision of the Services (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title, and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.

Terms of Access and Use

Subject to your compliance with this Agreement and all applicable laws, Ionava grants you a limited, nonexclusive, non-transferable and revocable right to access and use the Services for permitted purposes in accordance with the terms and conditions of this Agreement.

Your Responsibilities

Users must comply with all Ionava policies and all applicable laws when using the Services. You shall also ensure that your use of the Services does not violate any applicable law.

Modification to the Services

Ionava may, to the extent permitted by law or other legal obligations to which Ionava is bound, at any time and for any reason, change, update or discontinue the Services, or any part thereof, with or without notice. Ionava will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services to the extent permitted by law or other legal obligations to which Ionava is bound. Ionava will give you reasonable advance notice about any major changes, although you understand that we may stop, suspend, or change the Services at any time without prior notice.

Usage Guidelines

The rights granted to you under this Agreement are subject to the following guidelines concerning the Services:

You may not copy, reproduce, distribute, transmit, republish, post, publicly perform, or publicly display the Services, or any information or content made available on or through the Services, without Ionava’s prior written consent;
You will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, frame, reverse compile, or reverse engineer any part of the Services;
You will not modify, translate, adapt, merge, or make derivative works of Ionava Content and Third Party Content that are available in the Services;
You will not access or use the Services to build a similar or competitive service or application;
You will not remove or destroy any copyright notices or other proprietary markings contained on or in any portion of the Services, including on any downloadable or sharable content permitted by the Services;
You will not use any scraping, data mining, robots or similar data gathering or extraction methods on the Services, and you will not collect or harvest any personally identifiable information;
You will not create or compile, directly or indirectly, any collection, compilation, database, or directory from the Services;
You will not disrupt the operation of the Services in any manner or impose an unreasonable or disproportionately large load on our infrastructure, for example by using methods such as denial of service attacks, flooding, and spamming;
You will not transmit any "junk mail", "chain letter" or "spam" or any other similar solicitation;
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
You will not probe, scan or test the vulnerability of the Services or any related system or network, or attempt to breach security or authentication measures;
You will not upload invalid data, viruses, worms, keyloggers, spyware, Trojan horses, time bombs, malicious or harmful code, or other software agents through the Services;
You will not use the Services other than for their intended purposes; and
You will not access or use the Services in an unlawful way or for an unlawful or illegitimate purpose.

You are solely responsible for complying with all laws, rules and regulations applicable to you when you use the Services. You agree to comply with the above conduct and usage requirements (“Usage Guidelines”) and agree not to assist or permit any person to engage in any conduct that does not comply with the Usage Guidelines. Any use of the Services in violation of these Usage Guidelines is prohibited and may result in our suspension or termination of your right to use the Services, and may possibly expose you to legal action and damages.

Social Media

When we make available certain social media features through social media sites, you may take such actions as are enabled by those features. Please be aware that activities on our social media sites, or facilitated by or through our social media sites, are subject to the terms and conditions of the applicable social media site(s). Any information or content provided to social media sites may be processed and used by the applicable social media sites in accordance with their policies and any agreements with Ionava.

Links to Other Sites

The Services may contain links to other websites. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third-party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of personal information you submit to them. We encourage you to read the privacy policies and terms of use for the other websites you visit.

Ownership

Ionava and/or its licensors own all right, title and interest, including all related intellectual property rights, in and to the Services and Ionava Content. Third Party Content is owned by the applicable contributors or licensors, as described in sections above. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, Ionava Content, or Third Party Content. Ionava reserves all rights not expressly granted in this Agreement.

All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of Ionava and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of Ionava, or such third-party that may own the trademark, service mark, logo, slogan or tagline.

Your Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). We may ask for your Feedback in connection with your use of the Services, and you can always submit Feedback by emailing us at info@ionava.com.

You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to the Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. Ionava will treat any Feedback you provide to us as non-confidential and non-proprietary.

Consent to Electronic Notice

If you provide your email address to Ionava through the Services, or by e-mailing Ionava directly, you agree that Ionava may communicate with you electronically regarding administrative, security, and other issues relating to your use of the Services. You agree that any notices, agreements, disclosures, or other communications that Ionava sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights, and does not alter our obligations to provide notices through other means where required by law.

Monitoring; Access

Ionava shall have the right to access and monitor use of the Services to: (a) operate and monitor the Services properly; (b) protect itself or others; (c) maintain accounting and other required records regarding the usage of the Services; and (d) perform such other business activities as determined in its sole discretion.

General Disclaimers

THE SERVICES, IONAVA CONTENT, AND THIRD PARTY CONTENT ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE (I) OPERATION OF THE SERVICES, OR (II) ACCESS TO ANY PART OF THE SERVICES OR TO IONAVA CONTENT OR THIRD PARTY CONTENT IN THE SERVICES. NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES OPERATED BY US OR ON OUR BEHALF MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

IONAVA MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE IONAVA CONTENT, OR THIRD PARTY CONTENT IN THE SERVICES, NOR DOES IONAVA REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER HARMFUL CODE, OR PROGRAMS INTENDED TO INTERCEPT OR ACQUIRE DATA.

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

No Medical Advice

IONAVA IS NOT A HEALTH CARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. WE PROVIDE NO ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT IS OR WILL BE EFFECTIVE OR RIGHT FOR YOU. The Services, including, but not limited to, all Ionava Content, Third Party Content and any other content and information obtained from or in connection with the Services, are not intended to be used or viewed as providing medical advice, or as a substitute for consultation with a qualified healthcare provider.

You are advised to ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT OR ALTERING YOUR EXISTING TREATMENT. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU READ OR LEARNED FROM THE SERVICES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” OR YOUR LOCAL EMERGENCY SERVICES NUMBER IMMEDIATELY.

Limitation of Liability

IN NO EVENT SHALL IONAVA OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE SERVICES, OR ERRORS, MISTAKES, OR INACCURACIES IN IONAVA CONTENT OR THIRD PARTY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SERVICES, (III) ANY INFRINGEMENT BY IONAVA OR THE IONAVA CONTENT OR THIRD PARTY CONTENT THEREIN, OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, OR (V) ANY SECURITY INCIDENT AFFECTING THE SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IONAVA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU UNDER THESE TERMS EXCEED THE GREATER OF THE FEES ACTUALLY PAID BY YOU FOR THE SERVICES DURING THE PRIOR TWELVE (12) MONTHS, OR $100. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY USE, INABILITY TO USE, MODIFICATION, SUSPENSION, OR WITHDRAWAL OF THE SERVICES, OR ANY FEATURES, PARTS, OR CONTENT OF THE SERVICES, TO THE EXTENT PERMITTED BY LAW OR BY LEGAL OBLIGATIONS TO WHICH IONAVA IS BOUND.

General Release

To the extent permitted by law, you are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs (“Liabilities”) suffered by you or any third party as a result of your use of the Services. To the maximum extent permitted by applicable law, you hereby release the Ionava Parties (as defined below) from any and all responsibility and liability for the foregoing.

YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Ionava Parties pertaining to the subject matter of this section.

Exceptions

Nothing in this Agreement shall exclude or limit Ionava's liability for:(a) death or personal injury caused by Ionava's negligence or the negligence of its employees or agents;(b) fraud or fraudulent misrepresentation by Ionava;(c) any liability that cannot be excluded or limited under applicable law, including any mandatory statutory consumer protection rights in your jurisdiction; or(d) Ionava's obligations under applicable data protection laws with respect to your personal information.

Indemnification By You

Without limiting the generality or effecting other provisions of this Agreement, as a condition of accessing or using the Services, you agree, at your expense, to indemnify and hold harmless Ionava and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents (“Ionava Parties”), from and against any and all losses, costs, damages, liabilities and expenses (including without limitation attorneys' fees) in relation to or arising from (i) your use or inability to use Ionava, (ii) your User Information, (iii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iv) your violation of any third party right, including without limitation any copyright, property or privacy right, or (v) your breach of any obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable indemnified party.

For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.

Term; Violations of Agreement

This Agreement will remain in full force and effect while you use the Services. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include suspending or terminating your right to use the Services, with or without notice. If your rights with respect to the Services are suspended or terminated, you agree to make no further use of the Services as directed by Ionava for the duration of the suspension or indefinitely following termination.

ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Ionava unless you opt out as described below and limits the manner in which you can seek relief from us.

(a) Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Services, Ionava’s marketing or advertising practices, to the collection of information on the Services, to the sharing of information collected on the Services, or to any aspect of your consumer relationship with Ionava, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, nonrepresentative) basis; and (2) you or Ionava may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose, accrued, or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.

IF YOU AGREE TO ARBITRATION WITH IONAVA, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST IONAVA ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST IONAVA ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

(b) Informal Negotiation, Initiating Arbitration, Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Before initiating an arbitration proceeding, the parties agree to first attempt to negotiate any dispute in good faith (except any dispute expressly exempted by this Arbitration Agreement) informally for at least thirty (30) days – to initiate negotiations, you must send a letter describing your claim and the relief sought to Ionava, Inc., 324 S. Beverly Dr. #473, Beverly Hills, CA 90212. If the parties are unable to resolve a dispute through negotiations, the dispute shall be resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Consumer Arbitration Rules (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the applicable AAA rules. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

The place and manner of the arbitration shall be governed by AAA’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Ionava. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(d) Waiver of Jury Trial

YOU AND IONAVA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and IONAVA are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Consolidated Actions

YOU AND IONAVA AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court.

If more than 100 arbitration demands are filed against Ionava relating to substantially the same conduct or underlying facts by individuals who followed the procedures set forth in Section (b) and are represented by the same counsel or coordinated counsel, Ionava has the right to opt out of this Arbitration Agreement and to have the matter heard in Federal or State court in the State of California.

(f) 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address within thirty (30) days after first becoming subject to this Arbitration Agreement: Ionava, Inc., 324 S. Beverly Dr. #473, Beverly Hills, CA 90212. Your notice must include your name, address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(g) Severability

Subject to Section (e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(h) Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with Ionava.

Notice to California Residents

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Force Majeure

You agree that Ionava is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Governing Law and Venue

This Agreement shall be governed by the laws of the State of California, United States of America, without regard to its rules on conflicts or choice of law.

General Terms

This Agreement, together with the Privacy Policy and any additional terms applicable to your relationship with Ionava, constitute the sole agreement between you and Ionava for your use and the provision of the Services, and the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by Ionava without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assignees. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.

Contact Information

If you have any questions about the Services or this Agreement, please contact us at info@ionava.com

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