These Terms of Service (“Terms”) apply to the websites and all other online communication services operated by the Veterinary Emergency Group, LLC d/b/a VEG ER for Pets (hereinafter, “VEG,” the “Company,” “we,” or “us”), including the websites we own, license or otherwise operate (each a “Website”). By using the Website, you are entering into a legally binding agreement, and you hereby agree to these Terms as well as any other terms, guidelines or rules that apply to any sub-section or portion of the Website. If you do not agree to these Terms and any applicable supplemental rules, then you must not use or access the Website. For purposes of these Terms, the Company and you may each be referred to as a “party” or collectively as the “parties.”

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION SECTION—SEE SECTION

17. PLEASE READ THE DISPUTE RESOLUTION SECTION CAREFULLY. IT CONTAINS

PROVISIONS THAT LIMIT YOUR LEGAL RIGHTS, INCLUDING AN ARBITRATION

PROVISION, WAIVERS OF CLASS ACTIONS AND JURY TRIALS, AND LIMITATIONS

ON VEG’S LIABILITY. YOUR USE OF THIS WEBSITE CONFIRMS YOUR

UNCONDITIONAL ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE

TERMS, INCLUDING THE DISPUTE RESOLUTION SECTION AND ALL POLICIES,

TERMS, AND CONDITIONS STATED OR INCORPORATED BY REFERENCE IN THESE

TERMS, YOU ARE PROHIBITED FROM, AND MUST IMMEDIATELY CEASE,

ACCESSING OR USING THE WEBSITE.

YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION

WAIVER AS PROVIDED IN SECTION 18 BELOW.

This Website is offered and available to users who are at least eighteen (18) years of age

and who reside in the United States or any of its territories or possessions. By using this

Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

1. Privacy Policy

Your use of our Website is subject to our Privacy Policy (“Privacy Policy”), and our Privacy

Policy is hereby incorporated into, and forms an integral part of, these Terms. Our Privacy

Policy describes how we process personal information, including the types of personal

information that we collect, the purposes for which we use it, the types of third parties with whom we share it, and any rights you may have with respect to such personal information. The Privacy Policy also sets forth the types and categories of personal information you are permitted to provide the Company, and your responsibilities and obligations with respect to such personal information. Please review our Privacy Policy carefully. For the avoidance of doubt, any claims, suits, or complaints related to the Privacy Policy shall be settled in accordance with the dispute resolution terms, and subject to the limitations of liability, set forth herein, in addition to all other terms and conditions herein.

You acknowledge and agree that we may contact you via e-mail or other electronic

communications in the event we are legally required or decide to notify you of a data

security incident related to your personal information.

2. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we

provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for making all arrangements

necessary for you to have access to the Website, and ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them.

​To access the Website or some of the resources it offers, you may be asked to provide

certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of

information as part of our security procedures, you must treat such information as

confidential, and you must not disclose it to any other person or entity. You also

acknowledge that your account is personal to you and agree not to provide any other

person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

3. Intellectual Property Rights

Your use of our Website is subject to our Privacy Policy (“Privacy Policy”), and our Privacy

Policy is hereby incorporated into, and forms an integral part of, these Terms. Our Privacy

Policy describes how we process personal information, including the types of personal

information that we collect, the purposes for which we use it, the types of third parties with whom we share it, and any rights you may have with respect to such personal information. The Privacy Policy also sets forth the types and categories of personal information you are permitted to provide the Company, and your responsibilities and obligations with respect to such personal information. Please review our Privacy Policy carefully. For the avoidance of doubt, any claims, suits, or complaints related to the Privacy Policy shall be settled in accordance with the dispute resolution terms, and subject to the limitations of liability, set forth herein, in addition to all other terms and conditions herein.

4. Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

5. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms.

You agree not to use the Website: (i) in any way that violates any applicable federal, state,

local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), (ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise, (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms, (iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation, (v) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing), and (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability. Additionally, you agree not to: (vii) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real- time activities through the Website, (viii) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (ix) use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms, without our prior written consent, (x) use any device, software, or routine that interferes with the proper working of the Website, (xi) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, (xii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, (xiii) attack the Website via a denial-of-service attack or a

distributed denial-of-service attack, and (xiv) otherwise attempt to interfere with the proper working of the Website.

6. User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles,

forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose whatsoever. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, and all of your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

7. Monitoring and Enforcement; Termination

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

8. Content Standards

These following sentences in this section constitute “Content Standards” that apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and

regulations. Without limiting the foregoing, User Contributions must not: (i) contain any

material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent,

hateful, inflammatory, or otherwise objectionable, (ii) promote sexually explicit or

pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person, (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy, (v) be likely to deceive any person, (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act, (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization, (ix) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, or (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

9. Reliance on Information Posted

The information presented on or through the Website is made available solely for general

information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

10. Changes to the Website

We may update the content on this Website from time to time, but its content is not

necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

11. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does

not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Website may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Website, (ii) send emails or other communications with certain content, or links to certain content, on this Website, and (iii) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not do any of the following: establish a link from any website that is not owned by you; cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site; link to any part of the Website other than the homepage; or otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

12. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these

links are provided for your convenience only. This includes links contained in

advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

13. Geographic Restrictions

The owner of the Website is based in the United States. We provide this Website for use

only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

14. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for

downloading from the internet or the Website will be free of viruses or other destructive

code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES,

OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR

COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON

ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION

WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE

FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED

UNDER APPLICABLE LAW.

15. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS LEGALLY PROHIBITED, THEN TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.00.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors,

and service providers, and its and their respective officers, directors, employees,

contractors, agents, licensors, suppliers, successors, and assigns from and against any

claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website.

17. Dispute Resolution, Arbitration, Mass Arbitration, Prohibition of Class Actions;

Governing Law.

This section is deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act, and you agree that this section is intended to satisfy the "writing"

requirement of the Federal Arbitration Act.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE- DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION AND JURY TRIAL WAIVER.TO THE FULLEST EXTENT PERMITTED BY LAW, BY USING THE WEBSITE, YOU AGREE THAT IF A DISPUTE ARISES BETWEEN YOU AND VEG, VEG’S PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES AND/OR AGENTS (VEG, COLLECTIVELY WITH SUCH OTHER ENTITIES AND INDIVIDUALS, THE “VEG PARTIES”) RELATING IN ANY WAY TO THE WEBSITE OR YOUR USE THEREOF, INCLUDING COMMON LAW OR STATUTORY CLAIMS, THE DISPUTE WILL BE RESOLVED IN ACCORDANCE WITH THE PROVISIONS SET

FORTH IN THIS SECTION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND THE VEG PARTIES HAVE AGAINST EACH OTHER ARE RESOLVED. You and the VEG Parties agree that any and all disputes or claims that have arisen or may arise between you and the VEG Parties in connection with your use of the Website, including any products or services offered or sold in connection with your use of the Website, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

PRE-ARBITRATION DISPUTE RESOLUTION: You and VEG agree that whenever you or

VEG have a disagreement (“Dispute”) with the other arising out of, connected to, or in any

way related to your use of the Website that is subject to the arbitration provision herein, you and VEG will first send a written notice to the other party (a “Demand”). You and VEG agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms and Conditions. You must send the Demand to the following address (the “Notice Address”): 44 S Broadway, LL3, White Plains, NY 10601. VEG must send the Demand to you via certified mail to the most recent address VEG has on file for you (or by email if VEG only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis (i.e., between you and the applicable VEG Parties); (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for VEG by its authorized representative (and not only its counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and VEG will personally attend (with counsel, if represented).

You and VEG agree that you and VEG will not take any legal action, including filing a

lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

ARBITRATION PROCEDURE: If the Dispute stated in the Demand is not resolved to your

or VEG’s satisfaction within ten (10) business days after the conference described above

(or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS's Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS's rules and a form for initiating arbitration proceedings are available on the JAMS's website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms and Conditions, including, but not limited to, any claim that all or any part of these Terms and Conditions is void or voidable, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre- Arbitration Dispute Resolution requirements set forth above have not been met.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or VEG may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law.

CLASS ACTION WAIVER: You and VEG agree that each of us may bring claims

against the other only on an individual basis and not as a plaintiff or class member in

any purported class or representative action or proceeding. Unless both you and

VEG agree otherwise or the Mass Arbitration provisions set forth below are triggered,

the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or

class proceeding. Also, the arbitrator may award relief (including monetary,

injunctive, and declaratory relief) only in favor of the individual party seeking relief

and only to the extent necessary to provide relief necessitated by that party's

individual claim(s). Any relief awarded cannot affect any other person or party. You

and VEG further agree that in the event this arbitration agreement is held to be

unenforceable for any reason, the prohibitions on class and representative actions

and non-individualized relief set forth in this paragraph are severable and shall apply

to any claim between you and VEG in any forum. YOU ARE GIVING UP THE RIGHT

TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS. The

arbitrator's award shall be confidential, final, and binding, and judgment on the award

rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration, and arbitrator fees will be governed by JAMS's

rules.

Mass Arbitration. If, at any time, 25 or more claimants (including you) submit Demands or

seek to file demands for arbitration raising similar claims against VEG, and such

circumstances meet the definition and criteria of Mass Arbitration (“Mass Arbitration”) set forth in JAMS’s Arbitration Procedures and Guidelines (“JAMS’s Mass Arbitration Rules”) available at https://www.jamsadr.com/mass-arbitration-procedures, you and VEG agree that the JAMS Mass Arbitration Rules in effect at the time such claim is filed shall apply as modified below. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration. You acknowledge and agree that your election to participate in a Mass Arbitration may result in a delay in the adjudication of your dispute with VEG. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

Stage One: Counsel for the claimants and counsel for VEG shall each select 15 claims per

side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in

connection with those claims unless and until they are selected to be filed in individual

arbitration proceedings as part of a staged process. After this initial set of staged

proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and VEG will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants

and counsel for VEG shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any

procedural changes the parties agreed to in writing. Each of these individual arbitrations

shall be assigned to a different, single arbitrator unless the parties agree otherwise in

writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall

any arbitration fees be assessed in connection with those claims unless and until they are

selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Sponsor will pay the mediator’s fee.

If your Claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. We may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your Claim heard in court consistent with

Option One, then you agree that your Claim will be resolved as part of continuing, staged

individual arbitration proceedings as set forth below. Assuming the number of remaining

claims exceeds 100, then 100 claims shall be randomly selected (or selected through a

process agreed to by counsels for the parties) to be filed and to proceed in individual

arbitrations as part of a staged process. If the number of remaining claims is fewer than

100, then all of those claims will be filed and proceed in individual arbitrations. Any

remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration

fees be assessed in connection with those claims unless and until they are selected to be

filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with JAMS (including through a Process Administrator, as such term is used in the JAMS’s Mass Arbitration Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Arbitration provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction consistent with these Terms.

You and we agree that each party values the integrity and efficiency of arbitration and

wishes to employ the process for the fair resolution of genuine and sincere disputes

between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Arbitration procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the JAMS’s rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose. If the staging process of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the JAMS’s rules, then the remaining claims shall be subject to Option One or Option Two above as selected by you or VEG. If the Mass Arbitration provisions apply to your claim, and a court of competent jurisdiction determines that the Mass Arbitration provisions are not enforceable as to your claim, then your claim will proceed in a court of competent jurisdiction on an individual basis (not a class or consolidated basis).

Governing Law. Except as otherwise prescribed herein, and subject to applicable law,

these Terms and Conditions shall in all respects be construed, interpreted, and enforced in accordance with the substantive laws of the State of New York, without regard to its

conflicts or choice of law principles. You and VEG agree that your use of the Website

involves interstate commerce so as to ensure the applicability of the Federal Arbitration Act (“FAA”). In the event of a conflict between New York law and the FAA, the FAA shall

govern. If any portion of these Terms and Conditions are deemed invalid or unenforceable, the remainder of these Terms and Conditions shall remain in force.

18. Opting Out of Arbitration and Class Action Waiver

If you are not already bound to an arbitration provision with VEG relating to these Terms or the Website where you had the opportunity to opt out of the requirement to arbitrate, you can choose to reject this Agreement to Arbitrate by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. If you are already bound to such an arbitration provision relating to your use of the Website, you may opt out of any revisions to your prior arbitration agreement made by this Agreement to Arbitrate in the manner specified below, but opting out of such revisions shall otherwise have no effect on any previous, other, or future arbitration agreements that you may have with VEG.

The Opt-Out Notice must be postmarked no later than 30 days after the date you receive

notice of this Agreement to Arbitrate. You must mail the Opt-Out Notice to the Notice

Address. The Opt-Out Notice must state that you do not agree to this Agreement to

Arbitrate and must include your name, address, phone number, and email address. You

must personally sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. Opting out of the Agreement to Arbitrate will not affect the applicability of any other terms or agreements you may have with VEG.

19. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

20. Entire Agreement

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

21. Changes to the Terms

From time to time, we review these Terms to ensure that they comply with applicable law.

Consequently, we reserve the right to update and revise these Terms at any time. We will

notify you if these Terms are updated by updating the “Last Updated” section of these

Terms. These Terms are effective as of the “Last Updated” date provided herein. Your

continued use of the Website signifies your consent to the Terms, as of the “Last Updated” date.

22. Contact Us

If you have questions regarding these Terms or our Website, would like to request more

information from us, or would like to exercise a right or submit a complaint, please contact us at the following: (email) [info@veg.com], (mail) [44 S Broadway, LL3, White Plains, NY 10601].