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QUIP TERMS OF USE

PLEASE NOTE THAT DISPUTES ABOUT THESE TERMS OF USE AND THE QUIP WEBSITE AND
APPLICATIONS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION
RIGHTS, AS DETAILED IN SECTION 36 BELOW.

Please read these Terms of Use (collectively with quip’s Privacy Policy
[www.getquip.com/privacy], the “Terms of Use”) fully and carefully before using
www.getquip.com (the “Site”) and the applications ("applications", "apps",
"App"), services, features, content, or products offered by Quip NYC Inc. d/b/a
quip and its affiliates including DL Dental LLC (collectively “we”, “us”, “our,”
“Quip,” or “quip’s”) (together with the Site, the “Services”). These Terms of
Use together with the Privacy Policy form a legally binding contract between you
and quip regarding your use the Services.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT,”
REGISTERING FOR AN ACCOUNT, DOWNLOADING A QUIP MOBILE APPLICATION, ACCESSING,
BROWSING, OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ,
UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, INCLUDING THE
QUIP PRIVACY POLICY, ANY OTHER APPLICABLE TERMS PRESENTED TO YOU BY QUIP, AND
ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”).

1. ACCEPTANCE OF TERMS OF SERVICE

1.1 By registering for and/or using the Services in any manner, including but
not limited to visiting or browsing the Site, you agree to these Terms of Use
and all other operating rules, policies and procedures that may be published
from time to time on the Site by us, each of which is incorporated by reference
and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions
specified by us from time to time; your use of such Services is subject to those
additional terms and conditions, which are incorporated into these Terms of Use
by this reference. These Terms of Use apply to all users of the Services,
including, without limitation, registered and unregistered users.

2. ELIGIBILITY

2.1 You represent and warrant that you are at least 13 years of age. If you are
under age 13, you may not, under any circumstances or for any reason, use the
Services. We may, in our sole discretion, refuse to offer the Services to any
person or entity and change its eligibility criteria at any time. You are solely
responsible for ensuring that these Terms of Use are in compliance with all
laws, rules and regulations applicable to you and the right to access the
Services is revoked where these Terms of Use or use of the Services is
prohibited or to the extent offering, sale or provision of the Services
conflicts with any applicable law, rule or regulation. Further, the Services are
offered only for your use, and not for the use or benefit of any third party.

3. REGISTRATION

3.1. To sign up for the Services, you must register for an account on the
Services (an “Account”). You must provide accurate and complete information and
keep your Account information updated. You shall not: (i) select or use as a
username a name of another person with the intent to impersonate that person;
(ii) use as a username a name subject to any rights of a person other than you
without appropriate authorization; or (iii) use, as a username, a name that is
otherwise offensive, vulgar or obscene. You are solely responsible for the
activity that occurs on your Account, and for keeping your Account password
secure. You may never use another person’s user account or registration
information for the Services without permission. You must notify us immediately
of any change in your eligibility to use the Services (including any changes to
or revocation of any licenses from state authorities), breach of security or
unauthorized use of your Account. You should never publish, distribute or post
login information for your Account. You shall have the ability to delete your
Account, either directly or through a request made to one of our employees or
affiliates.

4. CONTENT DEFINITION

4.1. For purposes of these Terms of Use, the term “Content” includes, without
limitation, information, data, text, photographs, videos, audio clips, written
posts and comments, software, scripts, graphics, and interactive features
generated, provided, or otherwise made accessible on or through the Services.
You acknowledge that all Content accessed by you using the Services is at your
own risk and you will be solely responsible for any damage or loss to you or any
other party resulting therefrom. We do not guarantee that any Content you access
on or through the Services is or will continue to be accurate.

4.2. As described within our Privacy Policy, we may allow you to post Reviews
which may include comments, photos, or similar materials on the Site. Please see
our Privacy Policy as to how we accept and use reviews, and your
responsibilities when submitting reviews.

5. NOTICES AND RESTRICTIONS

5.1. The Services may contain Content specifically provided by us or our
partners and such Content is protected by copyrights, trademarks, service marks,
patents, trade secrets or other proprietary rights and laws. You shall abide by
and maintain all copyright notices, information, and restrictions contained in
any Content accessed through the Services.

6. USE LICENSE

6.1. Subject to these Terms of Use, we grant each user of the Services a
worldwide, non-exclusive, non-sublicensable and non-transferable license to use
(i.e., to download and display locally) Content solely for purposes of using the
Services. Use, reproduction, modification, distribution or storage of any
Content for other than purposes of using the Services is expressly prohibited
without prior written permission from us. You shall not sell, license, rent, or
otherwise use or exploit any Content for commercial use or in any way that
violates any third party right.

7. AVAILABILITY OF CONTENT

7.1. We do not guarantee that any Content will be made available on the Site or
through the Services. We reserve the right to, but do not have any obligation
to, (i) remove, edit or modify any Content in our sole discretion, at any time,
without notice to you and for any reason (including, but not limited to, upon
receipt of claims or allegations from third parties or authorities relating to
such Content or if we are concerned that you may have violated these Terms of
Use), or for no reason at all and (ii) to remove or block any Content from the
Services.

8. RULES OF CONDUCT

8.1. As a condition of use, you promise not to use the Services for any purpose
that is prohibited by these Terms of Use. You are responsible for all of your
activity in connection with the Services. You shall not: (i) take any action
that imposes or may impose (as determined by us in our sole discretion) an
unreasonable or disproportionately large load on our (or our third party
providers’) infrastructure; (ii) interfere or attempt to interfere with the
proper working of the Services or any activities conducted on the Services;
(iii) bypass, circumvent or attempt to bypass or circumvent any measures we may
use to prevent or restrict access to the Services (or other accounts, computer
systems or networks connected to the Services); (iv) run any form of
auto-responder or “spam” on the Services; (v) use manual or automated software,
devices, or other processes to “crawl” or “spider” any page of the Site; (vi)
harvest or scrape any Content from the Services; (vii) distribute information
you know is false, misleading, untruthful, unlawful, or inaccurate, (viii)
upload any software viruses or any other computer codes, files, or programs that
are designed or intended to disrupt, damage, limit or interfere with the proper
function of any software, hardware, or telecommunications equipment or to damage
or obtain unauthorized access to any system, data, password or other information
of ours or of any third party; or (ix) otherwise take any action in violation of
our guidelines and policies. You shall not (directly or indirectly): (i)
decipher, decompile, disassemble, reverse engineer or otherwise attempt to
derive any source code or underlying ideas or algorithms of any part of the
Services (including without limitation any application), except to the limited
extent applicable laws specifically prohibit such restriction, (ii) modify,
translate, or otherwise create derivative works of any part of the Services, or
(iii) copy, rent, lease, distribute, or otherwise transfer any of the rights
that you receive hereunder. You shall abide by all applicable local, state,
national and international laws and regulations. We also reserve the right to
access, read, preserve, and disclose any information as we reasonably believe is
necessary to (i) satisfy any applicable law, regulation, legal process or
governmental request, (ii) enforce these Terms of Use, including investigation
of potential violations hereof, (iii) detect, prevent, or otherwise address
fraud, security or technical issues, (iv) respond to user support requests, or
(v) protect the rights, property or safety of us, our users and the public. All
orders of our products must be for personal use only. By purchasing our
products, you hereby agree not to resell or distribute such products for any
commercial purposes. If we have reason to believe that your order is not for
personal use, we reserve the right to reject or cancel any order that you place.

9. EARNING AND REDEEMING QUIP POINTS

9.1. Earning Quip Points. You can, subject to these Terms of Use, earn points
from quip to reward your loyalty to our Products (“Quip Points”) by brushing
your teeth, participating in challenges, and through other activities or games
with your quip connected toothbrush and the quip app that allows for connection
between the Services and one or more quip connected devices, including quip
provided electric toothbrushes. To earn Quip Points, you must first create an
account using the Services and connect your connected toothbrush to your
account. Only valid brushing sessions that are synchronized with the quip
provided app will be eligible to earn Quip Points. To ensure you earn Quip
Points, be sure to synchronize your toothbrush with the app regularly because,
unless and until you synch successfully, we cannot credit you with Quip Points.
We reserve the right to disallow synchronized activity at our sole discretion,
including where such activity appears to be related to technical issues. Should
quip decide to offer certain bonuses related to activity within a certain time
window, the failure to synch successfully within the time window, may render the
activity ineligible to be considered for any bonus award at quip’s sole
discretion. Quip Points can be redeemed for rewards we decide to offer from time
to time in our sole discretion. Examples of rewards we might offer include entry
into sweepstakes, discounts on the purchase of Products purchased on the Apps,
and merchandise bearing quip’s name and/or logo(s). To redeem Quip Points, sign
in to your account on the quip app and choose a qualifying reward you are
eligible to redeem, and follow the instructions on the reward detail page. Any
such redemption shall be subject to any and all rules provided by quip. For more
information on how to earn or redeem Quip Points, see
getquip.com/pointredemption. Quip Points do not expire. Quip Points may only be
redeemed through the Rewards section of the Apps and cannot be redeemed outside
of the Apps. Quip Points have no fixed or cash value and cannot be redeemed for
cash. An account will, subject to these Terms of Use, earn Quip Points
regardless of which profile within that account conducts the activity generating
those Quip Points. Notwithstanding the preceding sentence and anything to the
contrary, by establishing and/or using a quip account to earn points, you
expressly acknowledge and agree that you shall not sell, resell, or otherwise
transfer points to any other account and shall not attempt any such sale,
resale, or other transfer. Any transfer or attempt to transfer Quip Points in
violation or contravention of these Terms of Use may result in automatic
cancellation of your Quip Points and your rights to earn any Quip Points in the
future. Quip may, at any time and without notice, change, eliminate, or
terminate earning and/or redemption procedures and offerings for Quip Points.
Upon redemption of Quip Points, the points will immediately be deducted from
your account. If the ability to return or exchange items purchased in whole or
in part from quip using Quip Points is required by applicable law, Quip Points
will be credited back to your account within the period mandated by the
applicable law. Except with respect to returns and exchanges as described above,
once Quips Points are redeemed, they cannot be credited back to your account.
Notwithstanding anything to the contrary and without limiting any other
limitation or disclaimer of quip’s liability, you agree that quip shall not be
responsible for damages resulting from the failure to credit your account with
Quip Points as a result of any technology-related or other problems that impair
or preclude the earning or crediting of Quip Points, including without
limitation problems relating software, hardware, wireless or Internet
connectivity, or electricity.

9.2. Health Care Program Beneficiary. If you are a state or federal health care
program beneficiary and electric toothbrushes are covered or reimbursable in
your program, you shall not redeem Quip Points for third-party gift cards or
other cash equivalents. Examples of state and federal health care programs
include Medicare, Medicaid, TRICARE, and the Veterans Administration.

10. THIRD PARTY SERVICES

10.1. The Services may permit you to link to other websites, services or
resources on the Internet, and other websites, services or resources may contain
links to the Services. When you access third party resources on the Internet,
you do so at your own risk. These other resources are not under our control, and
you acknowledge that we are not responsible or liable for the content,
functions, accuracy, legality, appropriateness or any other aspect of such
websites or resources. The inclusion of any such link does not imply our
endorsement or any association between us and their operators. You further
acknowledge and agree that we shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in
connection with the use of or reliance on any such content, goods or services
available on or through any such website or resource.

10.2. If you choose to purchase a product or service from a party other than
quip, including products manufactured by quip or services delivered in part by
quip, please note that your ability to return said products, receive a refund,
receive repair services, or other remedies, is governed by your contract with
the third party, and not quip. To the fullest extent allowed by applicable law,
quip shall have no liability or responsibilities towards you based on your
dealings with any third party.

11. SHIPPING

11.1. Certain of our Services may involve the purchase of products offered by us
that would be shipped to an address provided by you.

11.2. All purchases of physical items from quip are made pursuant to a shipment
contract. This means that the risk of loss and title for such items pass to you
upon our delivery to the carrier.

11.3. We will not be responsibility for any shipping delays or loss of product
beyond our control, including any delays created by products being held at
border customs en route to a customer’s shipment address.

12. PAYMENTS AND BILLING PAID SERVICES

12.1. Certain of our Services, including the purchase of any products offered by
us, may be subject to payments now or in the future (the “Paid Services”).
Please see our Help / FAQ [www.getquip.com/help] for a description of the
current Paid Services. Please note that any payment terms presented to you in
the process of using or signing up for a Paid Service are deemed part of this
Agreement.

13. PAYMENT METHOD

13.1. We use a third-party payment processor (the “Payment Processor”) to bill
you through a payment account linked to your Account on the Services (your
“Billing Account”) for use of the Paid Services. The processing of payments will
be subject to the terms, conditions and privacy policies of the Payment
Processor in addition to this Agreement. We are not responsible for errors by
the Payment Processor. By choosing to use Paid Services, you agree to pay us,
through the Payment Processor, all charges at the prices then in effect for any
use of such Paid Services in accordance with the applicable payment terms and
you authorize us, through the Payment Processor, to charge your chosen payment
provider (your “Payment Method”). You agree to make payments using that selected
Payment Method. We reserve the right to correct any errors or mistakes that it
makes even if it has already requested or received payment.

13.2. The Site currently uses third parties to process payments. Our third-party
payment processors accept payments through various credit cards, including Visa,
MasterCard, American Express and Discover, as detailed on the applicable payment
screen.

13.3. The terms of your payment will be based on your Payment Method and may be
determined by agreements between you and the financial institution, credit card
issuer or other provider of your chosen Payment Method. If we, through the
Payment Processor, do not receive payment from you, you agree to pay all amounts
due on your Billing Account upon demand.

13.4. Some of the Paid Services, such as the purchase of auto-replacing brush
heads or other products, may consist of an initial period, for which there is a
one-time charge, followed by recurring period charges as agreed to by you. You
will have the ability to specify how regularly you would like to order any
auto-replacing products. More information on auto-replacing products can be
found at our Help / FAQ page. By choosing a recurring payment plan, you
acknowledge that such Services have an initial and recurring payment feature and
you accept responsibility for all recurring charges prior to cancellation. All
recurring payments are fully earned upon payment.

13.5. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS
CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE
YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE
REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT
METHOD, GO TO WWW.GETQUIP.COM.
14. CURRENT INFORMATION REQUIRED

14.1. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR
BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING
ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS,
CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY
NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR
LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS
THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO
SUCH INFORMATION CAN BE MADE AT WWW.GETQUIP.COM. IF YOU FAIL TO PROVIDE ANY OF
THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY
USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR
PAID SERVICES AS SET FORTH ABOVE.

15. CHANGE IN AMOUNT AUTHORIZED

15.1. If the amount to be charged to your Billing Account varies from the amount
you pre-authorized (other than due to the imposition or change in the amount of
state sales taxes), you have the right to receive, and we shall provide, notice
of the amount to be charged and the date of the charge before the scheduled date
of the transaction. Any agreement you have with your payment provider will
govern your use of your Payment Method. You agree that we may accumulate charges
incurred and submit them as one or more aggregate charges during or at the end
of each billing cycle.

16. AUTO-RENEWAL FOR SUBSCRIPTION SERVICES

16.1. Unless you opt out of auto-renewal, which can be done through your Account
Settings [www.getquip.com/customer/account], any subscription services, such as
any auto-replacing products (“Subscription Services”), you have signed up for
will be automatically extended for successive renewal periods of the same
duration as the subscription term originally selected, at the then-current
non-promotional rate. To change or resign your Subscription Services at any
time, go to Account Settings [www.getquip.com/customer/account]. If you
terminate a Subscription Service, you may use your subscription until the end of
your then-current term; your subscription will not be renewed after your
then-current term expires. All fees related to Subscription Services are fully
earned upon payment.

17. REAFFIRMATION OF AUTHORIZATION

17.1. Your non-termination or continued use of a Paid Service (including
Subscription Services) reaffirms that we are authorized to charge your Payment
Method for that Paid Service. We may submit those charges for payment and you
will be responsible for such charges. This does not waive our right to seek
payment directly from you. Your charges may be payable in advance, in arrears,
per usage, or as otherwise described when you initially selected to use the Paid
Service.

18. FREE TRIALS AND OTHER PROMOTIONS

18.1. Any free trial or other promotion that provides access to a Paid Service
must be used within the specified time of the trial. You must stop using a Paid
Service before the end of the trial period in order to avoid being charged for
that Paid Service. If you cancel prior to the end of the trial period and are
inadvertently charged for a Paid Service, please contact us at help@getquip.com.

19. TERMINATION

19.1. We may terminate your access to all or any part of the Services at any
time, with or without cause, with or without notice, effective immediately,
which may result in the forfeiture and destruction of all information associated
with your membership. If you wish to terminate your Account, you may do so by
following the instructions on the Site or through the Services. Any fees paid
hereunder are non-refundable. All provisions of these Terms of Use which by
their nature should survive termination shall survive termination, including,
without limitation, ownership provisions, warranty disclaimers, indemnity and
limitations of liability.

20. WARRANTY DISCLAIMER

20.1. We have no special relationship with or fiduciary duty to you. You
acknowledge that we have no duty to take any action regarding: which users gain
access to the Services; what Content you access via the Services; or how you may
interpret or use the Content. You release us from all liability for you having
acquired or not acquired Content through the Services. We make no
representations concerning any Content contained in or accessed through the
Services, and we will not be responsible or liable for the accuracy, copyright
compliance, or legality of material or Content contained in or accessed through
the Services.

20.2. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR
USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT
THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR
SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR
REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

21. INDEMNIFICATION
21.1. You shall defend, indemnify, and hold harmless us, our affiliates and each
of our and their respective employees, contractors, directors, suppliers and
representatives from all liabilities, claims, and expenses, including reasonable
attorneys’ fees, that arise from or relate to your use or misuse of, or access
to, the Services or Content in violation of these Terms of Use, or infringement
by you, or any third party using your Account or identity in the Services, of
any intellectual property or other right of any person or entity. We reserve the
right to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will assist and cooperate
with us in asserting any available defenses.

22. LIMITATION OF LIABILITY

22.1. In no event shall we, nor our directors, employees, agents, partners,
suppliers or content providers, be liable under contract, tort, strict
liability, negligence or any other legal or equitable theory with respect to the
Services (i) for any lost profits, data loss, cost of procurement of substitute
goods or services, or special, indirect, incidental, punitive, compensatory or
consequential damages of any kind whatsoever, substitute goods or services
(however arising), (ii) for any bugs, viruses, trojan horses, or the like
(regardless of the source of origination), or (iii) for any direct damages in
excess of (in the aggregate) of the greater of (A) fees paid to us for the
particular Services during the immediately previous three (3) month period or
(B) $500.00.

23. GOVERNING LAW AND JURISDICTION

23.1. These Terms of Use shall be governed by and construed in accordance with
the laws of the State of New York, including its conflicts of law rules, and the
United States of America. You agree that any dispute arising from or relating to
the subject matter of these Terms of Use shall be governed by the exclusive
jurisdiction and venue of the state and Federal courts of New York County, New
York.
24. MODIFICATION

24.1. We reserve the right, in our sole discretion, to modify or replace any of
these Terms of Use, or change, suspend, or discontinue the Services (including
without limitation, the availability of any feature, database, or content) at
any time by posting a notice on the Site or by sending you notice through the
Services, via e-mail or by another appropriate means of electronic
communication. We may also impose limits on certain features and services or
restrict your access to parts or all of the Services without notice or
liability. While we will timely provide notice of modifications, it is also your
responsibility to check these Terms of Use periodically for changes. Your
continued use of the Services following notification of any changes to these
Terms of Use constitutes acceptance of those changes.

25. MISCELLANEOUS ENTIRE AGREEMENT AND SEVERABILITY

25.1. These Terms of Use are the entire agreement between you and us with
respect to the Services, including use of the Site, and supersede all prior or
contemporaneous communications and proposals (whether oral, written or
electronic) between you and us with respect to the Services. If any provision of
these Terms of Use is found to be unenforceable or invalid, that provision will
be limited or eliminated to the minimum extent necessary so that these Terms of
Use will otherwise remain in full force and effect and enforceable. The failure
of either party to exercise in any respect any right provided for herein shall
not be deemed a waiver of any further rights hereunder.

26. FORCE MAJEURE

26.1. We shall not be liable for any failure to perform our obligations
hereunder where such failure results from any cause beyond our reasonable
control, including, without limitation, mechanical, electronic or communications
failure or degradation.

27. ASSIGNMENT

27.1. These Terms of Use are personal to you, and are not assignable,
transferable or sublicensable by you except with our prior written consent. We
may assign, transfer or delegate any of our rights and obligations hereunder
without consent.

28. COUPON CODES

28.1. Coupon codes have no cash value and cannot be redeemable for cash, and
cannot be combined with any other offers. Limit one coupon code per order per
Account. Coupon codes generally expire and are no longer valid for redemption 90
days after their date of generation, but certain coupon codes may have their own
redemption period as specified in connection with the coupon code itself. The
unauthorized reproduction, resale, modification, or trade of coupon codes is
prohibited. Coupon codes are void where prohibited, taxed or restricted. Quip
reserves the right to change or limit coupon codes in its sole discretion.

29. FREE REFILL COUPON

29.1. Coupons codes for a free refill can be redeemed for (1) one free brush
head refill and one toothpaste refill, (2) one brush head, or (3) one toothpaste
refill.

30. AGENCY

30.1. No agency, partnership, joint venture, or employment relationship is
created as a result of these Terms of Use and neither party has any authority of
any kind to bind the other in any respect.

31. AMBASSADOR PROGRAM TERMS AND CONDITIONS.

31.1. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ
AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO
BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

31.2. Ambassador Program. The terms and conditions set forth in this section are
the terms and conditions applicable to the quip Dental Professional Ambassador
Program (the “Ambassador Program”). Under the Ambassador Program, quip offers
registered users who are dental professionals (each, an “Ambassador”) the
opportunity to download materials provided by quip, such as videos, photos or
written materials (“Program Assets”). Ambassadors who are dental professionals
that wish to take part in the Ambassador Program are bound by these terms and
conditions. If you do not agree and abide by these terms and conditions in their
entirety, you are not authorized to participate in the Ambassador Program. We
reserve the right to modify or amend, at any time, the terms and conditions of
the Ambassador Program. We reserve the right to disqualify any Ambassador at any
time from participation in the Ambassador Program.

31.3. How the Ambassador Program works. To begin the enrollment process, you
will complete and submit the online application at the getquip.com server. We
may reject your application or cancel your participation at our sole discretion.
You may only use quip Program Assets, in accordance with the Limited License
described in Section 31.4 below. Any violation of this Limited License will be
cause for cancelation of participation and subject Ambassador to liability for
any losses associated with the violation of the Limited License.

31.4. Limited License. Quip hereby grants Ambassador, solely for the purposes
and subject to the conditions herein, a limited, non-exclusive,
non-transferrable, non-sub licensable, revocable license in and to the Program
Assets, including the quip trademark only when used in accordance with Program
Assets. This limited license is only to be used in accordance with these
Ambassador Program Terms and Conditions. No title or ownership in the quip
trademark or the Program Assets is transferred to Ambassador and Ambassador
acknowledges that the limited license inures to the benefit of quip, and
Ambassador shall acquire no rights, interest or goodwill to the quip trademark
or Program Assets. Ambassador agrees to cease distribute on or use under this
limited license within 24 hours of notice from quip, in its sole discretion.

31.5. Indemnification. By participating in the Ambassador Program, you agree to
defend, indemnify and hold harmless quip, its service providers, and their
respective parent companies, affiliates, and subsidiaries, together with their
respective employees, directors, officers, licensees, shareholders, attorneys
and agents (collectively, the “Released Parties”), from any and all claims,
actions, demands, losses, liabilities, cost, or expenses, caused by, arising out
of, in connection with, or related to your participation in the Ambassador
Program, including but not limited to any claim alleging a violation of privacy,
publicity, confidentiality, or other right of any Purchaser.

31.6. Suspension of Ambassador Program. Quip reserves the right to cancel or
suspend the Ambassador Program for any reason, or no reason at all, in its sole
discretion, including if quip determines that the administration, security, or
fairness of the Ambassador Program has been compromised in any way.
31.7. Disclaimer of Warranties. YOU AGREE THAT (A) YOUR PARTICIPATION IN THE
AMBASSADOR PROGRAM IS AT YOUR OWN RISK, THE AMBASSADOR PROGRAM IS PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS, THE AMBASSADOR PROGRAM DOES NOT ESTABLISH AN
EMPLOYEE-EMPLOYER RELATIONSHIP, AMBASSADORS ARE NOT REPRESENTATIVES OF QUIP, AND
QUIP EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND TERMS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, OR CUSTOM, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (B) QUIP MAKES AND
GIVES NO WARRANTY THAT (I) THE AMBASSADOR PROGRAM WILL MEET YOUR REQUIREMENTS,
(II) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS FROM
THE USE OR PARTICIPATION IN THE AMBASSADOR PROGRAM WILL BE ACCURATE OR RELIABLE.

32. NOTICES

32.1. Unless otherwise specified in these Term of Service, all notices under
these Terms of Use will be in writing and will be deemed to have been duly given
when received, if personally delivered or sent by certified or registered mail,
return receipt requested; when receipt is electronically confirmed, if
transmitted by facsimile or e-mail; or the day after it is sent, if sent for
next day delivery by recognized overnight delivery service. Electronic notices
should be sent to help@getquip.com.

33. NO WAIVER

33.1. Our failure to enforce any part of these Terms of Use shall not constitute
a waiver of our right to later enforce that or any other part of these Terms of
Use. Waiver of compliance in any particular instance does not mean that we will
waive compliance in the future. In order for any waiver of compliance with these
Terms of Use to be binding, we must provide you with written notice of such
waiver through one of our authorized representatives.

34. HEADINGS

34.1. The section and paragraph headings in these Terms of Use are for
convenience only and shall not affect their interpretation.

35. CONTACT

35.1. You may contact us at the following address: Quip NYC Inc., c/o Chief
Operating Officer, 45 Main St, Suite 628, Brooklyn, NY 11201.

35.2. Notice to California Residents. If you are a California resident, under
California Civil Code Section 1789.3, you may contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento,
California 95834, or by telephone at (800) 952-5210 in order to resolve a
complaint regarding the Service or to receive further information regarding use
of the Service.

36. MANDATORY ARBITRATION AND CLASS ACTION WAIVER FOR RESIDENTS OF THE UNITED
STATES. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

36.1. Application. You and quip agree that these Terms affect interstate
commerce and that the U.S. Federal Arbitration Act governs the interpretation
and enforcement of these arbitration provisions. This section entitled
“Mandatory Arbitration and Class Action Waiver for Residents of the United
States” is intended to be interpreted broadly and governs any and all disputes
between you and quip. Any and all disputes may include, but are not limited to
(i) claims arising out of or relating to any aspect of the relationship between
you and quip, whether based in contract, tort, statute, fraud, misrepresentation
or any other legal theory; (ii) claims that arose before these Terms or any
prior agreement (including, but not limited to, claims related to advertising);
and (iii) claims that may arise after the termination of these Terms. The only
disputes excluded from the broad prohibition in this subsection entitled
“Application” are the litigation of certain intellectual property and small
court claims, as provided in the subsection entitled “Exception” below.

36.2. Initial Dispute Resolution. Most disputes can be resolved without
resorting to arbitration. If you have any dispute with us, you agree that you
will try to resolve your dispute directly with us before taking any formal
action, by contacting us at the address or email address set forth in below.
When you contact us, you must provide a brief, written description of the
dispute and your contact information. If you have an account with us, you must
include the email address associated with your account. Except for intellectual
property and small claims court claims (see the subsection entitled “Exception”
below), you and quip agree to use good faith efforts to resolve any dispute,
claim, question, or disagreement directly through consultation with each other.
You and quip agree to engage in good faith discussions before initiating a
lawsuit or arbitration and understand that good faith discussions are a
precondition of initiating a lawsuit or arbitration.

36.3. Binding Arbitration. If the parties do not reach an agreed-upon solution
within a period of sixty (60) days from the time informal dispute resolution is
initiated under the Initial Dispute Resolution provision above, then either
party may initiate binding arbitration as the sole means to resolve claims
(except as provided in the subsection entitled “Exception” below), as long as
the party agrees with the terms set forth below. Specifically, all claims
arising out of or relating to these Terms (including the Terms’ formation,
performance, and breach), the parties’ relationship with each other, and/or your
use of quip shall be finally settled by binding arbitration administered by JAMS
in accordance with either (i) the JAMS Streamlined Arbitration Procedure Rules,
for claims that do not exceed $250,000; or (ii) the JAMS Comprehensive
Arbitration Rules and Procedures, for claims exceeding $250,000. The JAMS rules
and procedures just identified shall be those effect at the time the arbitration
is initiated (not the Last Modified date of these Terms), excluding any rules or
procedures governing or permitting class actions.

36.4. Arbitrator’s Powers. The arbitrator (and not any federal, state, 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. Such disputes may include, but are not limited to, any
claim that all or any part of these Terms is void or voidable, whether a claim
is subject to arbitration, or the question of waiver by litigation conduct. The
arbitrator shall be empowered to grant whatever relief would be available in a
court under law or in equity. The arbitrator’s award shall be written and shall
be binding on the parties and may be entered as a judgment in any court of
competent jurisdiction.

36.5. Filing a Demand. To start an arbitration, you must do all three of the
following: (i) Write a Demand for Arbitration that includes a description of the
claim and the amount of damages you seek to recover (you may find a copy of a
Demand for Arbitration at www.jamsadr.com); (ii) send three copies of the Demand
for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero
Center, Suite 1500, San Francisco, California 94111; and (iii) send one copy of
the Demand for Arbitration to us at: Quip NYC, Inc., 45 Main Street, Suite 628,
Brooklyn, NY 11202. Attn: Chief Operating Officer. To the extent the filing fee
for the arbitration exceeds the cost of filing a lawsuit, quip will pay the
additional cost. If the arbitrator finds the arbitration to be non-frivolous,
quip will pay the fees invoiced by JAMS, including filing fees and arbitrator
and hearing expenses. You are responsible for your own attorneys’ fees unless
the arbitration rules and/or applicable law provide otherwise. The parties
understand that, absent this mandatory arbitration provision, they would have
the right to sue in court and have a jury trial. They further understand that,
in some instances, the costs of arbitration could exceed the costs of litigation
and the right to discovery may be more limited in arbitration than in court. If
you are a resident of the United States, arbitration may take place in the
county where you reside at the time of filing, unless you and we both agree to
another location or telephonic arbitration. For individuals residing outside the
United States, arbitration shall be initiated in New York, New York, United
States, and you and quip agree to submit to the personal jurisdiction of any
federal or state court in Kings County, New York in order to compel arbitration,
stay proceedings pending arbitration, or to confirm, modify, vacate, or enter
judgment on the award entered by the arbitrator.
To the extent the filing fee for the arbitration exceeds the cost of filing a
lawsuit, quip will pay the additional cost. If the arbitrator finds the
arbitration to be non-frivolous, quip will pay the fees invoiced by JAMS,
including filing fees and arbitrator and hearing expenses. You are responsible
for your own attorneys' fees unless the arbitration rules and/or applicable law
provide otherwise. The parties understand that, absent this mandatory
arbitration provision, they would have the right to sue in court and have a jury
trial. They further understand that, in some instances, the costs of arbitration
could exceed the costs of litigation and the right to discovery may be more
limited in arbitration than in court. If you are a resident of the United
States, arbitration may take place in the county where you reside at the time of
filing, unless you and we both agree to another location or telephonic
arbitration. For individuals residing outside the United States, arbitration
shall be initiated in New York, New York, United States, and you and quip agree
to submit to the personal jurisdiction of any federal or state court in Kings
County, New York in order to compel arbitration, stay proceedings pending
arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.

36.6. Class Action Waiver. YOU AND QUIP AGREE THAT EACH MAY BRING CLAIMS AGAINST
THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This means
that you and quip expressly waive any rights to file a class action or seek
relief on a class basis. If any court or arbitrator determines that the class
action waiver set forth in this paragraph is void or unenforceable for any
reason or that an arbitration can proceed on a class basis, then the arbitration
provisions set forth above shall be deemed null and void in their entirety and
the parties shall be deemed to have not agreed to arbitrate disputes.

36.7. Exception. Litigation of Intellectual Property and Small Claims Court
Claims. Notwithstanding the parties' agreement to resolve all disputes through
arbitration, either party may bring enforcement actions, validity determinations
or claims arising from or relating to theft, piracy, or unauthorized use of
intellectual property in state or federal court with jurisdiction or in the U.S.
Patent and Trademark Office to protect its intellectual property rights.
“Intellectual property rights” means patents, copyrights, moral rights,
trademarks, and trade secrets, but does not include privacy or publicity rights.
Either party may also seek relief in a small claims court for disputes or claims
within the scope of that court’s jurisdiction.

36.8. 30-Day Right to Opt Out. You have the right to opt out and not be bound by
the arbitration and class action waiver provisions set forth above by sending
written notice of your decision to opt out to Quip NYC, Inc., 45 Main Street,
Suite 628, Brooklyn, NY 11201 Attn: Chief Operating Officer. Your written notice
must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The
notice must be sent within thirty (30) days of (i) April 1, 2020; or (ii) your
first date that you used the Site that contained any versions of the Terms that
included this version of the Mandatory Arbitration and Class Action Waiver,
whichever is later. Otherwise you shall be bound to arbitrate disputes in
accordance with this section entitled “Mandatory Arbitration and Class Action
Waiver for Residents of the United States”. If you opt out of these arbitration
provisions, quip also will not be bound by them.

36.9. Changes to This Section. Quip will provide thirty (30) days' notice of any
material changes to this section by posting notice on the Site or informing you
via email, and complying with any other applicable legal notice or consent
requirements. Amendments will become effective thirty (30) days after they are
posted on the Site or sent to you by email. Changes to this section will
otherwise apply prospectively only to claims arising after the thirtieth (30th)
day.

If a court or arbitrator decides that this subsection (“Changes to this
Section”) is not enforceable or valid, then this subsection will be deemed to be
severed from the section entitled “Mandatory Arbitration and Class Action
Waiver.” If this happens, the court or arbitrator shall apply the first
Mandatory Arbitration and Class Action Waiver section or similar section in
existence after you began using the Site.

36.10. Notice Regarding Apple. This Section 36.10 only applies to the extent you
are using our mobile application on an iOS device. You acknowledge that these
Terms of Use are between you and quip only, not with Apple Inc. (“Apple”), and
Apple is not responsible for the Service or the content thereof. Apple has no
obligation to furnish any maintenance and support services with respect to the
Service. If the Service fails to conform to any applicable warranty, you may
notify Apple and Apple will refund any applicable purchase price for the mobile
application to you; and, to the maximum extent permitted by applicable law,
Apple has no other warranty obligation with respect to the Service. Apple is not
responsible for addressing any claims by you or any third party relating to the
Service or your possession and/or use of the Service, including: (a) product
liability claims; (b) any claim that the Service fails to conform to any
applicable legal or regulatory requirement; or (c) claims arising under consumer
protection or similar legislation. Apple is not responsible for the
investigation, defense, settlement and discharge of any third party claim that
the Service and/or your possession and use of the Service infringe a third
party’s intellectual property rights. You agree to comply with any applicable
third party terms when using the Service. Apple and Apple’s subsidiaries are
third party beneficiaries of these Terms of Use, and upon your acceptance of
these Terms, Apple will have the right (and will be deemed to have accepted the
right) to enforce these Terms against you as a third party beneficiary of these
Terms. You hereby represent and warrant that: (i) you are not located in a
country that is subject to a U.S. Government embargo, or that has been
designated by the U.S. Government as a “terrorist supporting” country; and (ii)
you are not listed on any U.S. Government “watch list” of prohibited or
restricted parties, including the Specially Designated Nationals list published
by the Office of Foreign Assets Control of the U.S. Treasury or the Denied
Persons List published by the U.S. Department of Commerce.

36.11. Survival. This Mandatory Arbitration and Class Action Waiver section
shall survive any termination of your use of the Site.

37. NO SUPPORT.

37.1. We are under no obligation to provide support for the Service. In
instances where we may offer support, the support will be subject to published
policies.

38. EFFECTIVE DATE OF TERMS OF USE:

38.1. October 4th, 2021


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