Terms - Pralana Retirement Calculator

PRALANA CONSULTING LLC TERMS OF SERVICE

Last Updated May 16, 2025

These Terms of Service (including all of our other terms and policies referenced herein, these “Terms”) constitute a legal agreement between Pralana Consulting LLC (“ Pralana”, “we”, “us”, or “ our”) and you, regardless of your corporate form or if you are an individual, and it governs your use of, access to, and dealings with us, Pralana’s general website, located at, https://pralanaretirementcalculator.com (the “Website”) and the Pralana retirement calculator (the “ Pralana Retirement Calculator”) and its integrated services, features, and tools, available for use as a downloadable product (the “Downloadable Product ”) or accessible via Pralana’s web-based platform (the “Platform”) pursuant to either an active Pralana Online Subscription Plan, Pralana Online Pro Subscription Plan, or any other Subscription Plan that we may offer from time to time (collectively, the “ Services”). For the purposes of these Terms, the terms “you”, “your ”, “yourself” and “User” mean you as the user of the Services. Throughout these Terms, you and Pralana may each be referred to, individually, as a “ Party”, or, collectively, as the “Parties”.

BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE TERMS; (D) YOU ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

Your access to and use of our Services are also subject to our Privacy Policy, the terms of which can be found directly on our website and the Platform and are incorporated herein by reference. By using the Services, you consent to the terms of the Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THESE TERMS, AND YOU MUST NOT ACCESS, OR USE THE SERVICES. YOU AGREE AND ACKNOWLEDGE THAT DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND PRALANA AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND PRALANA WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Changes to these Terms. We may unilaterally amend any part of these Terms at any time by posting amended terms on our Services, and you acknowledge that each time you use any of the Services, you agree to the current version of these Terms. However, unless you agree to changes to these Terms by using any of the Services, amendments we make to these Terms will not impose new obligations on you with respect to any actions you took before the change became effective. Any changes become effective as of the “Last Updated” date above.

2. Pralana Services Overview. Pralana provides Users with access to and use of its financial planning tools and services via the currently available products listed below which are designed to help individuals and financial professionals evaluate long-term financial outcomes based on the data, assumptions and other information entered by the User. Specifically, the Pralana Retirement Calculator enables Users to model and analyze a wide range of financial factors including income, spending, social security, taxes, investments, inflation, Roth conversions, etc. Pralana offers its Platform Services to Users on a subscription basis (each, a “ Subscription Plan”) as follows, subject to any use or access limitations set forth herein or via the Services:

(ii) Pralana Online Subscription Plan. A web-based version of the Pralana Retirement Calculator accessed via the Platform, intended for an individual User seeking interactive online financial modeling (the, “ Pralana Online Subscription Plan”).

(iii) Pralana Online Pro Subscription Plan. A web-based version of the Pralana Retirement Calculator accessed via the Platform, intended and tailored for financial advisors and planners, with features to support client engagement with a current limit of twenty-five active client ‘plans’ (the “ Pralana Online Pro Subscription”).

Pralana offers its Downloadable Product to Users as follows:

(i) Pralana Bronze Product. A free version of the Microsoft Excel-based Downloadable Product providing the Pralana Retirement Calculator for use on a User’s personal computer (the “ Pralana Bronze Product”). A User must still create an Account, and comply with these Terms, in order to utilize the Pralana Bronze Product. Any references herein to the “ Downloadable Product” shall also include, as applicable, the “Pralana Bronze Product”.

(ii) Pralana Gold Product. A paid version of the Microsoft Excel-based Downloadable Product providing the Pralana Retirement Calculator for use on a User’s personal computer (the “ Pralana Gold Product”). The Pralana Gold Product, in its latest Version, is available to Users for a certain one-time fee/purchase amount (a “One-time Fee ”) as set forth on our Website or through a personalized payment page of our Services, whereby such purchased Version of the Pralana Gold Product may be utilized by such User indefinitely, subject to Section 11 and the other terms and condition set forth herein. Pralana may, in its sole discretion, release updated versions of the Pralana Gold Product, which may include updated federal and state tax information, enhancements, and/or additional features (each, a “ Version”). In order to download and receive access to a new Version of the Pralana Gold Product, Users are required to make an additional One-time Fee payment. For the avoidance of doubt, Users who do not purchase a new Version Pralana Gold Product may continue to use any previously purchased Version of the Pralana Gold Product indefinitely, subject to Section 11 and other terms and condition set forth herein.

3. Your Account.

3.1 Account Activation . To access and use the Services, you must register and establish an account (an “Account”). To register for an Account, you must (a) complete the Account registration form, providing true, accurate, current and complete information in the form requested by us (collectively, “ Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Although we are not responsible for verifying Registration Data, if we have reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, or incomplete, we may suspend or terminate your Account and prohibit you from accessing or using the Services.

3.2 Account Eligibility . By using the Services, you represent that you are above the age of eighteen (18) years old. Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.

3.3 Account Responsibility . You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability – accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another’s Account or password is strictly prohibited.

3.4 Disabling Accounts . We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Service or infringe or violate any third-party rights, or violate any applicable laws or regulations.

4. Services.

4.1 License to the Services. Subject to the terms and conditions of these Terms, and based on your selected Services, we grant to you, a non-exclusive, non-transferable, non-assignable, worldwide, limited right to access and use the Downloadable Product [CS3] [JS4] and/or the Platform, as such Services may be modified, revised and updated in accordance with these Terms.

4.2 Statistical Information. We may compile, use, reproduce, and disclose statistical information related to the Services (“ Statistical Information”) for product improvement and other purposes consistent with our Privacy Policy, provided that Statistical Information is anonymized, de-identified, or is otherwise not reasonably associated or linked to you (or any other identifiable individual person or entity). The right to use Statistical Information will survive termination of this Agreement.

4.3 Maintenance. You acknowledge that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new tools. In most instances, our infrastructure is designed to support updates by our engineering and support teams without the need to interrupt the Services. Where such maintenance activities are not reasonably anticipated to materially impact your use of the Services, we will have no obligation to provide notice to you regarding such maintenance activities. We will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

4.4 Modifications to Services. We may update, add, modify or discontinue any aspect, feature, functionality or any other tool, within the Downloadable Product or the Platform, at our own discretion and without further notice; however, if we make any material adverse change to the Downloadable Product or the Platform or to the core functionality of the Platform, then we will notify you by posting/sending an announcement via the Services or by sending you an email. You expressly acknowledge and understand that the Platform may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Pralana in its sole and absolute discretion, with respect to Platform’s functionality. You further expressly acknowledge and understand that access to the Website and Platform may be delayed or slowed due to Internet traffic and other issues beyond Pralana’s reasonable control.

4.5 Beta Features. We may, at our sole discretion, make certain features and/or services available to the you on a test basis which will be clearly designated as beta, pilot, limited release, non-production or by similar description (“ Beta Feature”). Notwithstanding anything to the contrary in the Agreement, you acknowledge and agree that a Beta Feature is provided on an “as is” and “as available” basis without any liability and indemnity obligations, warranty, support, maintenance, or service level obligations of any kind. We do not guarantee that future versions of a Beta Feature will be released or that if such Beta Feature is made generally available, it will be substantially similar to the current Beta Feature. We may terminate your right to use any Beta Feature at any time for any reason.

4.6 Technical Requirements. You shall be solely responsible for the hardware and related electronic equipment, software, and internet access to be able to access and use the Services, including, but not limited to, the Downloadable Product and the Platform. Parlana neither represents nor warrants that the Platform will be accessible through all browser releases or all versions of tablets, smartphones, or other computing devices.

5. Use Rights to the Services; Disclaimers.

5.1 Restrictions on Use. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By using the Services, you represent, warrant, covenant, and agree to not:

(i) access (or attempt to access), tamper with, or search any portion of the Services and/or its underlying system, network and technology, by any means other than through the interface that is provided by us in connection with the Services (e.g. scraping, spidering or crawling), unless you have been specifically allowed to do so in a separate binding agreement with us;

(ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

(iii) make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or determine or attempt to determine any source code, object code, algorithms, underlying structure, ideas, methods or techniques embodied by the Services or any derivative works thereof;

(iv) distribute, license, rent, transfer, or sell, in whole or in part, any of the Services;

(v) use the Services in any manner that damages, disables, overburdens, or impairs the Services or interferes with any other party’s use of the Services;

(vi) use the Services for competitive research or for scoping, benchmarking, developing or providing any similar or competitive product or service;

(vii) remove or obscure any copyright, trademark, or other proprietary notice from the Services;

(viii) use or interact with the Services in a manner that infringes, misappropriates, or otherwise violates the Intellectual Property Rights or any other rights of anyone else;

(ix) use the Services in any way which violates any law, rules, or regulation, including, without limitation, any applicable export control laws or privacy laws;

(x) jeopardize the security of your or any other User’s account (such as allowing someone else to log in to your Account);

(xi) interfere with or attempt to interfere with the proper working of the Services, disrupt any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

(xii) perform activities or upload or distribute materials or content that harm or disrupt the operation of the Services or other infrastructure of ours or others, including third party services.

(xiii) use the Services for any other illegal or deceptive activities;

(xiv) impersonate any person, entity or any other User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;

(xv) attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

(xvi) use the Services in any manner to distribute or cause to be distributed material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person;

(xvii) use the Services in any manner to upload, transmit, distribute, store or otherwise make available in any way files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

(xviii) provide yours or others’ sensitive personal data including: (a) social security numbers, tax file numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof); (b) identifying employment, financial, credit, genetic, biometric or health information; (c) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; or (d) account passwords; and

(xix) as specific to the Downable Product, download or utilize the Downloadable Product on more than one computer.

5.2 Not Financial Advice Disclaimer. The Services, including, but not limited to, the Pralana Retirement Calculator and its various aspects, features, and tools, are for informational and educational purposes only and do not constitute financial, investment, legal, tax, or other professional advice, nor are the Services intended to provide a comprehensive financial plan. Users are strongly encouraged to consult with a licensed financial advisor, tax professional, or legal counsel for personalized advice, for a complete financial plan, and before making any decisions based on the information provided by the Services.

5.3 Services Accuracy and Limitations Disclaimer. While we strive to ensure the accuracy and usefulness of the Pralana Retirement Calculator, we do not guarantee the accuracy, completeness, or applicability of any its calculations or projections. The Pralana Retirement Calculator relies on User inputs and assumptions which may not reflect actual future conditions, market performance, tax law changes, or other variables that affect retirement planning outcomes.

5.4 User Responsibility Disclaimer. You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services, including, but not limited to, the Pralana Retirement Calculator, does not create any fiduciary relationship between you and Pralana or any of its affiliates.

5.5 Regulatory Compliance Disclaimer. The Services, including, but not limited to, the Pralana Retirement Calculator, are not designed to comply with any specific financial planning standards, SEC regulations, ERISA requirements, or fiduciary rules. It is a general-purpose tool and should not be construed as compliant with any jurisdiction-specific financial planning obligations.

5.6 ‘Suggestions’ Disclaimer. The Pralana Retirement Calculator may generate, upon User request, certain suggestions, including but not limited to, the optimal timing for Roth IRA conversions, Social Security claiming strategies, withdrawal sequencing, or other financial planning actions. These suggestions are based solely on User-provided inputs and programmed assumptions and do not constitute personalized financial, tax, legal, or investment advice. With respect to the Pralana Retirement Calculator, you acknowledge and agree that (i) its suggestions are general in nature and not tailored to your individual circumstances, financial goals, risk tolerance, or tax situation, (ii) it does not take into account real-time changes in tax laws, market conditions, or your personal financial situation, and (iii) you should not rely solely on any suggestion made by the Pralana Retirement Calculator to make financial decisions without consulting a qualified financial advisor or tax professional. Pralana disclaims any liability for decisions made or actions taken in reliance on any suggestions generated by the Pralana Retirement Calculator. By using the Pralana Retirement Calculator, you accept full responsibility for evaluating the suitability and accuracy of any suggestions which it may provide.

5.7 Tax Law Disclaimer. The Pralana Retirement Calculator provides tax-related estimates based on generalized assumptions and simplified models of the U.S. federal tax code, and may include limited or no support for specific state or local tax laws. With respect to the Pralana Retirement Calculator, you acknowledge and agree that (i) it may not reflect the current or complete tax laws of every U.S. state or jurisdiction and that state-level tax estimates are approximations only, (ii) any tax calculations are based on Pralana interpretation of current tax laws and may not be up-to-date, accurate, or reflect recent legislative or regulatory changes, and (iii) it does not guarantee accuracy, completeness, or compliance with current federal, state, or local tax rules and should not be relied upon for preparing tax returns or making legally binding tax-related decisions. You are solely responsible for verifying the accuracy and applicability of any tax estimates with a qualified tax advisor, CPA, or other professional. Pralana disclaims any liability for losses, penalties, or decisions made based on tax projections or suggestions generated by the Pralana Retirement Calculator.

5.8 ‘Assumptions’ Disclaimer. The Pralana Retirement Calculator allows Users to make a wide range of assumptions regarding future economic conditions, investment returns, inflation rates, retirement spending, Social Security benefits, tax rates, and other financial variables. These assumptions are entirely User-defined or based on default settings that are not guaranteed to be accurate or predictive of future conditions. By using the Pralana Retirement Calculator, you acknowledge and agree that (i) all projections and outputs are hypothetical in nature and highly sensitive to the assumptions provided by the User, (ii) changes in real-world factors—such as market performance, legislation, life expectancy, or personal circumstances—can significantly alter the accuracy or usefulness of the Pralana Retirement Calculator’s results, (iii) Pralana does not warrant the accuracy, realism, or suitability of any assumption or resulting output, nor does it provide assurance that any scenario modeled will reflect actual future outcomes. The responsibility for setting realistic and appropriate assumptions lies solely with the User. You should consult a qualified financial advisor before relying on any output or suggestion based on any assumptions.

5.9 ‘Projections’ Disclaimer. The Pralana Retirement Calculator creates financial projections based on User-defined inputs and assumptions regarding income, expenses, investment returns, inflation rates, tax rates, Social Security benefits, and other variables. These projections are entirely hypothetical and intended for illustrative and educational purposes only. You acknowledge and agree that (i) all projected outcomes are based on estimates and assumptions that may not reflect actual future events, market performance, economic conditions, or changes in laws and regulations, (ii) small changes in User inputs or underlying assumptions may produce significantly different results, (iii) the accuracy, reliability, or realism of any projection is not guaranteed, and (iv) Pralana makes no warranty or representation as to the future financial outcomes modeled by the Pralana Retirement Calculator. The projections should not be relied upon as a guarantee of future performance or as the basis for making critical financial decisions without consulting a qualified financial, tax, or legal professional. Pralana disclaims any liability for losses or decisions resulting from reliance on any projection generated by the Pralana Retirement Calculator.

5.10 Third-Party Content. The Services may contain links to third party websites, advertisers, services, special offers, or other events or activities not owned by us (“ Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

6. Ownership; Use of Your Data.

6.1 Ownership.

(a) You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “ Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services, including, but not limited to, the Pralana Retirement Calculator, the Downloadable Product, and the Platform, as well as all content in or on the Services, all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in these Terms, and you agree that you will not make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by the terms and conditions of these Terms. The “Pralana” name and logo, the other product and service names, trademarks, service marks and logos associated with us or the Services are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever. This 6.1 does not limit any rights or remedies we may have under any applicable laws, rules and regulations.

(b) You acknowledge and agree that any of our names, trademarks, service marks, logos, trade dress, or other branding included on our Website or as part of the Services are owned by us, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without our prior written consent.

(c) You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “ Feedback”). By submitting Feedback to us, whether via the ‘forum’ section of our Website or otherwise, you hereby grant us a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into our products or services, create derivative works from, or otherwise exploit any such Feedback without any compensation to you.

6.2 License in Your Data. As used in these Terms, “Your Data ” means any and all data and information that you input, upload, deliver, store, transmit, or make available to, on, or within the Services, specifically the Pralana Retirement Calculator via either the Downloadable Product or the Platform (i) in connection with our performance hereunder or your use of the Services or (ii) that are utilized in connection with, or incorporated into, the Services. “Your Data includes, without limitation, data and information relating to you, your family, or your client; your, your family’s, or your client’s finances; and your, your family’s, or your client’s demographic information. You agree and acknowledge that we are entitled to rely fully on all of Your Data and we have no obligation to investigate or verify any such information for accuracy, completeness, or compliance with applicable laws, rules and regulations.

(a) To enable us to perform under this Agreement, you grant to us a non-exclusive, worldwide, royalty-free, assignable, transferable and sub-licensable (at multiple levels) right and license, effective for the term of these Terms, to use, reproduce, disclose, adapt, translate or transform, publish, distribute (internally), and prepare derivative works based upon, Your Data and derivatives thereof, and authorize our vendors, suppliers, agents, and sub-contractors to do any of the foregoing, only as reasonably necessary to use Your Data in connection with Services, solely for the performance of our obligations hereunder, and to provide Services to you, regardless of the form, medium, or technology being employed to provide Services. You hereby represent, warrant and covenant to us that: (i) prior to inputting, delivering or making available Your Data in connection with your use of the Services, you have obtained or will obtain from all owners or proprietors of any and all of Your Data all rights in, and consents of third parties with respect to, Your Data reasonably necessary for us and our agents and subcontractors to lawfully provide the Services to you; (ii) you will maintain all rights and consents set forth in this subsection for so long as any license granted to us survives; and (iii) Your Data (together with its storage, handling, or transmission) does not violate any laws, rules, or regulations applicable to you, Your Data, or to us.

(b) Further, you also grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sub-licensable (at multiple levels) right and license to use and disclose the information contained in or derived from Your Data or Related Data (defined below), on an anonymous (de-identified) basis only (on an aggregated or un-aggregated basis), for statistical, analytical, research, marketing, product/service improvement, and similar purposes. “ Related Data” means data or information associated with or arising out of Your Data or your use of the Services (including, without limitation, data associated with usage of, requests made to, and responses generated in connection with, Services).

(c) To the extent any of your data or related data consists of personal information (data that identifies or could be used to identify your, your users’, or others’ individual identities), then our rights to use or share that data under this section will always remain subject to the terms of our privacy policy.

7. Pricing and Payment.

7.1 Platform Services and Downloadable Product Payment Terms. Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are, with respect to our Platform Services, offered on a recurring subscription basis via a Subscription Plan and, with respect to our Downloadable Product, offered via payment of a One-time Fee. By electing to license and use the Pralana Retirement Calculator via the Platform under one of our Subscription Plans, you agree to pay the Subscription Fees (as defined below) pursuant to the Subscription Plan that you select and be subject to any limitations of such selected Subscription Plan set forth herein or via the Services .

7.2 Pricing and Subscription Fees. As specific to our Platform Services, you agree to pay us all fees (the “ Subscription Fees”) for your access to, and use of, the Pralana Retirement Calculator that you order and purchase from us, in accordance with the payment terms set forth in this Section 7. Our current Subscription Fees for each Subscription Plan offered are available on our Website, or through a personalized payment page of our Services. We also charge a “sign-up” fee upon your purchase of a Subscription Plan, which, for purposes of these Terms, shall be considered to be within the definition of “Subscription Fees”. To the extent we provide the other feature or services for which we charge an additional fee that is not listed in the Subscription Plans’ pricing terms, we will provide you with notice of such additional fees prior to providing the feature or service (for example, by displaying the fee to you on a personalized payment acceptance web page; by displaying the fee to you, for your review and acceptance, within your designated Account or portal; or otherwise, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).

7.3 Subscription Period. As specific to our Platform Services, each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect as set forth on our Website or through a personalized payment page of our Services (the “ Subscription Period”). The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Downloadable Product and/or the Platform, as applicable; or (ii) the Subscription Period commencement date set forth on the personalized payment acceptance web page for your Subscription Plan that you accept (the “ Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or not renew your Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan. [CS5] [JS6]

7.4 Payment of Subscription Fees. As specific to our Platform Services, unless otherwise expressly stipulated by us in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period and Subscription Plan that you select, and shall be due and payable by you to us as follows:

(a) Unless we make available to you a different payment plan and you elect it, the default Subscription Period shall be annual, for which the Subscription Fees are paid on an annual basis (the “ Annual Payment Model”). Accordingly, pursuant to the Annual Payment Model, your payment of the annual Subscription Fees shall be due and payable in one payment, in advance, on the Subscription Start Date.

(b) If you elect an annual Subscription Period that is paid monthly (if we make this option available to you ), then your payment of the annual Subscription Fees shall be due and payable in equal monthly installments (the “Annual Installment Payment Model”). Each installment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent, consecutive month while your Subscription Plan is in effect, until the full amount of the Subscription Fees for the Subscription Period in effect are paid. For clarity, if your Subscription Plan is subject to the Annual Installment Payment Model, you acknowledge and agree that you owe the annual Subscription Fees to us in their entirety, upon the Subscription Start Date, but we provide a monthly installment method of payment to you as a courtesy. We reserve the right to allow, amend or cancel the Annual Installment Payment Model option for annual Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

(c) If you elect a month-to-month Subscription Period (if we make this option available to you ), then your full payment of the Subscription Fees shall be due and payable on a monthly basis (“Month-to-Month Payment Model”). Each monthly payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month while your Subscription Plan is in effect. We reserve the right to allow, amend or cancel the Month-to-Month Payment Model option for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

7.5 Changes to Fees. We expressly reserve the exclusive right to make changes to the prices of any of our Services, and to our pricing structure generally, at any time and in our sole discretion; provided, however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with the section titled “Notices” hereof. Notwithstanding the foregoing, however, no changes to the Subscription Fees due or payable by you will take effect during the current Subscription Period then in effect and will only enter into effect upon the beginning of the subsequent Subscription Period.

7.6 Payment Method. A valid credit card or other payment methods acceptable to us may be used to pay, as applicable, the Subscription Fees and the One-time Fee. You represent and warrant that we are authorized to use any payment method designated by you via the Services (“ Payment Method”) and authorize our designated payment processor, to charge or debit such Payment Method for any applicable Subscription Fees. If the Payment Method cannot be verified, is invalid or is otherwise not acceptable to us, or our designated payment processor, your ability to access any Subscription Plan may be suspended immediately. In order to continue to access any Subscription Plan you must resolve any problem with us or our designated payment processor.

7.7 Taxes Excluded. Our fees, including our Subscription Fees and our One-time Fee, do not include, and we are not responsible for, (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Services. You are responsible for paying all of the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

7.8 No Cancellation or Refunds. No refunds of Subscription Fees or any One-time Fee will be provided for any reason, unless specifically authorized by Parlana on a case by case basis in its sole discretion. ALL AMOUNTS PAID BY YOU FOR SERVICES ARE FINAL AND NON-REFUNDABLE.

8. Our Assistance. From time to time, we may offer additional assistance and/or services to you in connection with your use of Services. You may request support/assistance via the Services, through the Pralana Retirement Calculator Forum, the Pralana Online Feedback tab, or by email to mail@pralanaconsulting.com.

9. Privacy Policy. Please refer to our Privacy Policy as updated from time to time, located at: Privacy Policy or such other URL as we may provide from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Monitoring. We reserve the right to monitor the use by you of the Services, including any of Your Data inputted, uploaded, delivered, stored, transmitted, or otherwise made available via our Services, including, but not limited to, our Platform. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms.

11. Termination; Effect of Termination; Suspension. These Terms become effective on the date on which you register for, purchase subscriptions to, login to, access, or use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below.

11.1 Termination by Non-Renewal. Either party may elect not to renew your Subscription Plan to the Services by providing notice to the other party, in accordance with the section titled “Notices” hereof, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect [JS7] [CS8] [JS9] (a “Non-Renewal Termination”).

11.2 Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other User’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of the Services, our systems or resources; or (iii) Pralana electing to dissolve it’s company for any reason or Pralana seeking to no longer provide certain offerings for any reason. Except for our termination of these Terms under Section 11.2(c), neither termination of these Terms or suspension of your use of the Service relieves you of your obligation to pay amounts due to us.

11.3 Effect of Termination. Termination of these Terms for any reason also terminates all of your rights to use any and all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due.

11.4 SURVIVAL. ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

12. Indemnity. You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and [CS10] [JS11] their equityholders, directors, managers, officers, employees, and agents (each individually an “Indemnitee ” and collectively “Indemnitees”), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by any indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct):

(a) your use of the Services or your breach of any provision of these Terms;

(b) any of Your Data, including without limitation any claim by any third party:

(i) under any law, rule or regulation that would treat us as the author, creator, publisher, promoter, offeror, importer, exporter, designer, manufacturer, distributor or seller of Your Data;

(ii) that Your Data (or the use of Your Data by any Indemnitee in accordance with these terms) infringes, violates or misappropriates any right of such third party or fails to comply with any applicable third party policies, terms and conditions and all applicable laws, rules and regulations; or

All Indemnitees are expressly made third party beneficiaries of this Section 12. This Section 12 will survive the termination of these Terms for any reason.

13. Disclaimer of Warranties. Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis. You agree that, except as specifically stated in these Terms, we do not make any warranty or representation of any kind, either express or implied with respect to the Services, (including, without limitation, any data, information, outputs, projections, suggestions, etc. obtained through any Services). Without limiting the foregoing, we make no representations or warranties as to the completeness, security, reliability, quality, accuracy or availability of the Services, that services or the computing environment that make them available are free of viruses or other harmful components or that the Services, including, but not limited to the Pralana Retirement Calculator (including, without limitation, any data, information, outputs, projections, suggestions, etc. obtained through any Services) will be accurate, complete, up-to-date, secure, error-free, uninterrupted, or otherwise meet your needs or expectations. To the fullest extent permitted by law, we hereby disclaim all representations and warranties of any kind not specifically stated in these Terms, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for a particular purpose. This Section 13 will survive termination of these Terms for any reason. We make no claims that the Pralana Retirement Calculator accurately incorporates applicable laws, such as tax laws, into its output projections, suggestions, etc. which are remitted/provided to the User. If you access or use the services from outside the United States of America, you do so on your own initiative and are responsible for compliance with local laws, rules and regulations.

14. Disclaimer of Damages. IN NO EVENT WILL PRALANA, ITS AFFILIATES, OR ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 14 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

15. Limitation of Liability. IN NO EVENT WILL PRALANA’S LIABILITY, OUR AFFILIATES, AND ITS THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON OUR BEHALF, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO US OR BY US TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE MAXIMUM AGGREGATE LIABILITY OF PRALANA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF, THESE TERMS (WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE SUBSCRIPTION FEES RECEIVED BY PRALANA FROM THE USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO: (A) THE USER’S OBLIGATION TO PAY THE SUBCRIPTION FEES, (B) WILLFUL MISCONDUCT OF THE USER, OR (C) THE USER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12. THIS SECTION 15 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

16. Arbitration, Class-Action Waiver, and Jury Waiver.

16.1 Applicability of Arbitration Agreement . Both parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

16.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “ Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Pralana Consulting LLC, ATTN: Arbitration Filing 8205 Enchanted Rock Trail, Denton, TX 76207. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or us may commence arbitration.

16.3 Arbitration Rules . The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association (“AAA ”) and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Denton, TX. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Additional Rules for Non-appearance Arbitration . If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

16.5 Fees. We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.

16.6 Authority of the Arbitrator . The arbitrator will decide the rights and liabilities, if any, of you and Pralana. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will 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 Pralana.

16.7 Waiver of Jury Trial . YOU AND PRALANA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Pralana are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Pralana over whether to vacate or enforce an arbitration award, YOU AND PRALANA WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

16.8 Waiver of Class or Consolidated Actions . ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 18.1.

16.9 Right to Waive . Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

16.10 Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them here: to Pralana Consulting LLC, ATTN: Arbitration Filing, 8205 Enchanted Rock Trail, Denton, TX 76207.

16.11 Arbitration Agreement Survival . This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS.

16.12 Enforcement of the Pralana’s Intellectual Property . You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 16, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

17. Notices. We may deliver any notice required or permitted hereunder (i) via a notice appearing in your account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information or, as available, to turn on or off your Subscription Plan’s auto-renewal). Otherwise, all notices to us under these Terms (including notices of claims or disputes or to initiate arbitration) must be delivered [JS12] [CS13] [JS14] in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) reputable national or international mail courier with proof of delivery, or (v) our Pralana email address with confirmation of receipt by Pralana. Our current mailing address and email address is:

Pralana Consulting LLC

Attn: Terms Notices

8205 Enchanted Rock Trail

Denton, TX 76207

Email: mail@pralanaconsulting.com

We may change this notice address by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION 17 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

18. Miscellaneous

This Section 18 and its subsections will survive termination of these Terms for any reason.

18.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Texas, without regard to conflict of law rules or principles (whether of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. For all other proceedings, the federal and state courts located in Denton, TX will have exclusive jurisdiction. You waive any objection to venue in any such courts.

18.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

18.3 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in these Terms, these Terms may not be amended or modified except by a writing signed by you and us. You may not assign these Terms or any of your rights or obligations and any attempt to do so will be void. We may freely assign these Terms or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment, or other divestiture of some or all of our assets or business that relate to all or any portion of the Services), and you waive notice of such assignment.

18.4 Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “ Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

18.5 Headings; Language. Section titles and headings in these Terms are provided for convenience only and do not affect or limit the meaning or interpretation of the Terms. The official language of these Terms is English. In the event these Terms are translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of these Terms. All contract interpretations, notices, and dispute resolutions will be in English.

18.6 Entire Agreement. These Terms sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in these Terms, and are hereby rejected in advance.