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Terms of Service

THE ROOT MEDIA, LLC

Effective Date: June 26, 2026

IMPORTANT NOTICE. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW SECTION 21 (DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER) CAREFULLY. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED IN THAT SECTION.

1. ACCEPTANCE OF THESE TERMS

These Terms of Service (the “Terms”) are a binding legal agreement between you (“you” or “your”) and The Root Media, LLC, a Delaware limited liability company and a wholly owned subsidiary of Halsey Media Group, Inc. (“The Root,” “we,” “us,” or “our”), and govern your access to and use of (i) the websites operated by The Root, including www.theroot.com, www.theroot100.com, www.verysmartbrothas.com, and any successor or related sites (the “Sites”), (ii) our mobile applications (if any) (the “Apps”), (iii) our newsletters (including the Straight From The Root newsletter) and other communications and content distributed through email, text message, social media, podcasts, and other channels, and (iv) all features, tools, and services we make available through any of the foregoing (collectively with the Sites and Apps, the “Services”).

By accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference and available at www.theroot.com/privacy (the “Privacy Policy”). If you do not agree to these Terms or the Privacy Policy, you may not access or use the Services.

2. CHANGES TO THESE TERMS

We may amend or modify these Terms from time to time in our sole discretion. If we make material changes, we will provide you with reasonable notice by posting the updated Terms on the Services, revising the “Effective Date” above, or, where appropriate, sending you a notice through the Services or to an email address you provided. Your continued access to or use of the Services after the Effective Date of any revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, your sole remedy is to discontinue your use of the Services.

3. DEFINITIONS

In addition to terms defined elsewhere in these Terms, the following capitalized terms have the meanings set forth below:

  • “Content” means any text, comments, images, video, audio, links, files, or other material that is posted, uploaded, submitted, transmitted, or otherwise made available on or through the Services, whether by us, our licensors, our users, or third parties.
  • “Company Content” means all Content that is owned, licensed, created, curated, edited, or published by us or our affiliates, contributors, contractors, or licensors, including all articles, editorial content, newsletters, photographs, illustrations, graphics, audio and audiovisual works, interactive features, and software made available on or through the Services.
  • “Company Parties” means The Root, its parent (Halsey Media Group, Inc.), its and their subsidiaries and affiliates, and each of their respective owners, members, managers, officers, directors, employees, contractors, agents, attorneys, service providers, licensors, and licensees.
  • “User Content” means any Content that you or any other user posts, uploads, submits, transmits, or otherwise makes available on or through the Services (for example, comments posted on articles).

4. ELIGIBILITY AND ACCOUNT REGISTRATION

The Services are intended for users who are at least sixteen (16) years of age. By using the Services, you represent and warrant that (a) you are at least sixteen (16) years of age (or older if required by applicable law in your jurisdiction); (b) you have the legal capacity to enter into a binding contract; (c) you are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction; and (d) your access to and use of the Services will comply with these Terms and all applicable laws, rules, and regulations.

Notwithstanding the foregoing, you must be at least eighteen (18) years of age (or the age of majority in your jurisdiction, if higher) to (i) post comments, photos, videos, or any other User Content (as defined below) on or through the Services, or (ii) sign up for any text message program operated by The Root. By registering for an account, posting any User Content, or opting in to any text message program, you represent and warrant that you have reached the age of majority in your jurisdiction of residence and otherwise meet the eligibility requirements of this Section 4.

You agree to provide accurate, current, and complete information when interacting with the Services. You are responsible for all your activity.

5. LICENSE TO USE THE SERVICES

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial use. All rights not expressly granted in these Terms are reserved by The Root and our licensors.

Restrictions. Except as expressly permitted by these Terms or by applicable law, you agree that you will not, and will not authorize or assist any third party to:

  • copy, reproduce, modify, distribute, publicly perform, publicly display, transmit, sell, license, sublicense, lease, rent, syndicate, or otherwise exploit the Services or any Company Content;
  • create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any part of the Services (except to the extent such restriction is prohibited by applicable law);
  • use any robot, spider, scraper, crawler, data-mining tool, or other automated means or interface not provided by us to access or extract data from the Services, or otherwise harvest or collect information about users without their express consent;
  • use the Services, any Company Content, or any data extracted from the Services to train, validate, or improve any artificial intelligence, machine learning, generative AI, or large language model, or to develop any competitive product or service;
  • circumvent, disable, or interfere with security or access-control measures, rate limits, or other technical limitations of the Services, or attempt to gain unauthorized access to any part of the Services or to any other accounts, systems, or networks connected to the Services;
  • interfere with, disrupt, or impose an unreasonable load on the Services or the servers or networks that provide the Services, including by transmitting viruses, worms, trojan horses, ransomware, spyware, or other malicious code;
  • frame, mirror, or otherwise incorporate any part of the Services or Company Content into any other website, application, or service, or insert any code or product to manipulate the appearance or content of the Services (including the insertion or modification of advertising);
  • hyperlink to the Services in any manner that suggests or implies an affiliation with, sponsorship by, or endorsement from The Root, or that is otherwise misleading, deceptive, or commercial in nature, without our prior written consent;
  • remove, obscure, modify, or alter any copyright, trademark, or other proprietary rights notices on or in the Services or any Company Content; or
  • use the Services for any unlawful purpose or in violation of these Terms or any applicable law, rule, regulation, or third-party right.

6. USER CONTENT

Your Responsibility for User Content

You are solely responsible for all User Content you post, submit, or otherwise transmit through the Services, including all comments you post in any comment section. You represent and warrant that (i) you own or have all necessary rights, licenses, consents, permissions, and authority to submit your User Content and to grant the licenses set forth below, (ii) your User Content does not and will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, contractual rights, or any other rights of any third party, and (iii) your User Content complies with these Terms and all applicable laws, rules, and regulations.

License to The Root

By submitting, posting, or otherwise making available any User Content on or through the Services, you grant to The Root and its affiliates, successors, assignees, licensees, and sublicensees a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, modify, adapt, translate, publish, edit, distribute, syndicate, publicly perform, publicly display, create derivative works of, and otherwise exploit your User Content (in whole or in part), and your name, voice, likeness, and other identifying attributes contained therein, in any media now known or hereafter developed, for any purpose, including without limitation for promoting, marketing, distributing, and operating the Services and the business of The Root and its affiliates. You also grant each other user of the Services a non-exclusive license to access your User Content through the Services and to use, reproduce, distribute, display, and perform such User Content as permitted by the functionality of the Services and by these Terms.

You waive, to the fullest extent permitted by law, any moral rights, rights of publicity, or similar rights that you may have in your User Content. You agree that User Content will be treated as non-confidential and non-proprietary, and we have no obligation to maintain the confidentiality of any User Content.

No Obligation to Monitor

We are not obligated to pre-screen, monitor, edit, or remove any User Content. However, we reserve the right, in our sole discretion, to review, edit, refuse to post, remove, or disable access to any User Content at any time and for any reason or no reason, including User Content we believe violates these Terms or is otherwise objectionable, without notice or liability to you. We do not endorse and are not responsible for any User Content.

7. USER CONDUCT AND PROHIBITED USES

In addition to the restrictions set forth in Section 5, you agree not to use the Services to post, submit, or transmit any User Content, or to engage in any conduct, that:

  • is unlawful, fraudulent, deceptive, defamatory, libelous, obscene, pornographic, sexually explicit, indecent, hateful, racist, abusive, threatening, harassing, bullying, stalking, intimidating, or invasive of another’s privacy or publicity rights;
  • incites or promotes violence, terrorism, self-harm, or illegal activity, or that describes how to perform a violent or illegal act;
  • infringes, misappropriates, or violates any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party;
  • contains personally identifiable information about another individual (such as a home address, phone number, email address, social security number, financial account information, or other sensitive information) without that person’s express consent;
  • impersonates any person or entity, including any of the Company Parties, or falsely states or otherwise misrepresents your affiliation with a person or entity;
  • contains unsolicited promotional or commercial content, advertising, spam, chain letters, or pyramid or multi-level marketing schemes;
  • contains software viruses, malware, or any other code, files, or programs designed to interrupt, destroy, harm, or limit the functionality of any computer software, hardware, or telecommunications equipment;
  • interferes with, disrupts, or attempts to interfere with or disrupt the operation of the Services or any other user’s use of the Services; or
  • violates these Terms, our Privacy Policy, or any other applicable policy posted on the Services, or violates any applicable law, rule, or regulation.

8. ADVERTISING, PROMOTIONS, AND THIRD-PARTY PRODUCTS

The Services may include advertising, sponsored content, affiliate links, promotions, sweepstakes, contests, and other commercial offerings (“Promotions”), including those provided by third parties. Your participation in any Promotion, and any communications, purchases, or transactions you may have with any advertiser, sponsor, promoter, or other third party reached through or in connection with the Services, are solely between you and that third party and are governed by their terms and policies. We are not responsible for any loss or damage of any kind incurred as a result of your dealings with any advertiser, sponsor, or other third party, including the content, products, or services offered by them or their compliance with applicable law.

Where applicable, Promotions may be subject to separate rules. To the extent of any conflict between these Terms and any rules of a particular Promotion, the rules of the Promotion will control with respect to that Promotion only.

Affiliate Links and Commerce Content

Certain articles, reviews, and other Content available through the Services may contain affiliate, commerce, or referral links, including links to products or services offered by third-party retailers. If you click on an affiliate link and make a purchase, The Root may receive a commission or other compensation from the linked retailer or its affiliate network, at no additional cost to you. Affiliate relationships are managed in accordance with applicable Federal Trade Commission guidelines, and the existence of an affiliate relationship does not influence our editorial coverage or recommendations. We are not the seller of any product or service offered through an affiliate link, and any transaction you complete with a third-party retailer is solely between you and that retailer and is governed by that retailer’s terms and policies. 

9. THIRD-PARTY SERVICES, LINKS, AND CONTENT

The Services may contain links to, embed content from, or interoperate with websites, applications, products, or services operated by third parties (collectively, “Third-Party Services”). The inclusion of any Third-Party Service does not imply our endorsement of that Third-Party Service or its operator. We do not control and are not responsible for the content, accuracy, privacy practices, security, or other practices of any Third-Party Service. Your use of any Third-Party Service is at your own risk and is subject to the terms and conditions and privacy policies of that Third-Party Service. We encourage you to review the terms and policies of any Third-Party Service before using it.

10. INTELLECTUAL PROPERTY; TRADEMARKS

The Services, including all Company Content and the design, layout, look and feel, organization, and compilation of the Services, are owned by The Root, our affiliates, or our licensors and are protected by United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws. All rights, title, and interest in and to the Services and Company Content (other than User Content) are and will remain the exclusive property of The Root and our licensors.

“The Root,” “The Root 100,” the The Root logo, Straight From The Root, and all related names, logos, product and service names, designs, and slogans are trademarks of The Root Media, LLC or its affiliates or licensors. Without limitation, The Root holds U.S. trademark registrations for THE ROOT (U.S. Reg. No. 3,535,187) and THE ROOT 100 (U.S. Reg. No. 4,346,372). You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans appearing on the Services are the trademarks of their respective owners.

11. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) POLICY

We respect the intellectual property rights of others and expect users of the Services to do the same. In accordance with the Digital Millennium Copyright Act of 1998, as amended (17 U.S.C. § 512) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services that are reported to our Designated Copyright Agent, identified below. We reserve the right, in appropriate circumstances and in our sole discretion, to terminate the accounts of users who are determined to be repeat infringers.

Notice of Claimed Infringement

If you believe in good faith that any User Content or other Content available through the Services infringes your copyright, you (or your authorized agent) may send a written notification of claimed infringement (a “Notice”) to our Designated Copyright Agent that contains the following information required by Section 512(c)(3) of the DMCA:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works are covered by a single Notice, a representative list of such works);
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (including the URL where the allegedly infringing material is located);
  4. information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;
  5. a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the Notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Designated Copyright Agent

Notices of claimed infringement may be sent to our Designated Copyright Agent at:

DMCA Designated Agent

The Root Media, LLC

Attn: Copyright Agent

1300 Eye Street N.W., Suite 400E

Washington, D.C. 20005

Email: [email protected] 

Counter-Notification

If you believe that material you posted to the Services was removed or disabled by mistake or misidentification, you may submit a written counter-notification to our Designated Copyright Agent containing the information required by Section 512(g)(3) of the DMCA. Please be aware that there are penalties under federal law for knowingly making a material misrepresentation in a counter-notification.

Misrepresentations

You acknowledge that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be liable for damages.

12. PRIVACY

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, share, and otherwise process information about you. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

13. EMAIL AND TEXT MESSAGE COMMUNICATIONS

Email

By providing us with your email address, you consent to receive transactional, administrative, and (where you have separately opted in or are otherwise permitted by law) marketing emails from us. You may opt out of marketing emails at any time by clicking the “unsubscribe” link in any such email or by contacting us at the address set forth in Section 24. Even if you opt out of marketing emails, we may still send you non-marketing communications, such as those related to your account or your participation in the Services.

Text Messages

We may, from time to time, offer text message (SMS/MMS) programs through which we send promotional, news, or other communications to subscribers. By providing your mobile telephone number and opting in to a text message program, you consent to receive automated text messages from us or on our behalf at that number. You acknowledge that consent to receive automated text messages is not a condition of any purchase from or other relationship with us. Message and data rates may apply, and message frequency may vary.

You may opt out of any of our text message programs at any time by replying “STOP,” “UNSUBSCRIBE,” “CANCEL,” “END,” or “QUIT” to any text message we send. After you opt out, you may receive one final confirmation message. For help, reply “HELP” or contact us at the address set forth in Section 24.

You are responsible for keeping us informed of any change in your mobile telephone number. If your mobile telephone number changes, you agree to notify us, and you acknowledge that we will not be liable for any text messages sent to your former mobile telephone number.

14. FEEDBACK

If you choose to provide any suggestions, comments, ideas, or other feedback about the Services or our business (“Feedback”), you agree that the Feedback is provided on a non-confidential basis and that we are free to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without compensation, attribution, or other obligation to you.

15. TERMINATION AND SUSPENSION

We may, at any time and in our sole discretion, suspend, restrict, or terminate your access to all or any portion of the Services, with or without notice and with or without cause, including, without limitation, if we determine that you have violated these Terms or that your conduct may expose us or any third party to liability. We may also suspend or terminate the accounts of users who are determined to be repeat infringers of copyright or other intellectual property rights.

Termination of your access to the Services does not relieve you of any obligations arising or accruing prior to termination or limit any liability you otherwise may have to us or any third party. All provisions of these Terms that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, license grants in User Content, disclaimers, indemnities, limitations of liability, and dispute resolution provisions.

16. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Services; (ii) your User Content; (iii) your violation of these Terms; (iv) your violation of any applicable law, rule, or regulation; (v) your violation of any right of a third party, including any intellectual property right, privacy right, or contract right; or (vi) any dispute between you and any other user of the Services or any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

17. DISCLAIMERS

THE SERVICES AND ALL COMPANY CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY OR REPRESENTATION, AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY, FOR: (I) THE COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR USEFULNESS OF THE SERVICES OR ANY COMPANY CONTENT; (II) THE OPERATION OR COMPATIBILITY OF THE SERVICES WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT OR OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; OR (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM A COMPANY PARTY OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED HEREIN.

Some jurisdictions do not allow the exclusion of certain warranties or conditions. Accordingly, some of the above exclusions may not apply to you.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY COMPANY CONTENT, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE ROOT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages. Accordingly, some of the above limitations may not apply to you. In those jurisdictions, the liability of the Company Parties will be limited to the greatest extent permitted by applicable law.

You acknowledge and agree that the limitations of liability and disclaimers of warranties set forth in these Terms reflect a reasonable and fair allocation of risk between you and us, and that they are essential elements of the basis of the bargain between you and us. Absent these limitations of liability and disclaimers of warranties, we would not be able to make the Services available to you on the terms set forth in these Terms.

19. RELEASE

To the fullest extent permitted by applicable law, you release the Company Parties from any and all claims, demands, damages, losses, costs, and expenses (whether known or unknown, suspected or unsuspected) arising out of or in any way connected with: (i) disputes between you and any other user or third party; (ii) any Third-Party Service, including any content found on or through such Third-Party Service; and (iii) any unauthorized access to or use of your account or User Content.

If you are a California resident, you waive the protections of California Civil Code § 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

20. STATUTE OF LIMITATIONS

You and The Root agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to your use of the Services, these Terms, or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be permanently barred.

21. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND REQUIRES YOU TO ARBITRATE DISPUTES WITH US ON AN INDIVIDUAL BASIS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW.

Informal Resolution

Before initiating any formal proceeding, you agree to first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (a “Dispute”) by sending us a written notice describing the Dispute and your proposed resolution to the address listed in Section 24. We will likewise contact you at any email or postal address you have provided to us. We agree to use commercially reasonable efforts to negotiate in good faith for at least thirty (30) days after notice is given before initiating any formal proceeding.

Binding Individual Arbitration

Except as expressly excluded below, you and The Root agree that any Dispute that cannot be resolved through informal negotiations will be resolved exclusively by final and binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or, if the amount in controversy exceeds the threshold for those rules, its Comprehensive Arbitration Rules and Procedures (collectively, the “Rules”), each in effect at the time arbitration is initiated. The Rules are available at www.jamsadr.com. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this arbitration agreement.

The arbitration will be conducted by a single, neutral arbitrator. The arbitrator has exclusive authority to resolve any Dispute, including, without limitation, any claim that all or any part of these Terms is unenforceable; provided, however, that any question concerning the validity, scope, or enforceability of the Class Action Waiver in this Section 21 will be decided by a court of competent jurisdiction and not by the arbitrator.

Unless you and The Root agree otherwise, the arbitration will take place in New York, New York or, at your option, remotely by telephone or videoconference. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law, but the arbitrator may not award relief against The Root other than to the individual party seeking relief and may not award relief against, or in favor of, anyone who is not a party to the arbitration.

Class Action Waiver and Jury Waiver

YOU AND THE ROOT 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, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND THE ROOT AGREE IN WRITING, 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. 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 WARRANTED BY THAT INDIVIDUAL PARTY’S INDIVIDUAL CLAIM. YOU AND THE ROOT EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN OR RECOVER RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Exceptions to Arbitration

Notwithstanding the foregoing, the following types of Disputes are excluded from the requirement to arbitrate: (a) any Dispute that may be brought in a small-claims court of competent jurisdiction, so long as the action remains in such court and is not removed or appealed to a court of general jurisdiction; (b) any action by either party to enforce or protect, or seek injunctive relief with respect to, its intellectual property rights (including copyrights, trademarks, trade dress, patents, and trade secrets); and (c) any other Dispute that, under applicable law, may not be subject to mandatory arbitration.

30-Day Right to Opt Out

You may opt out of the arbitration agreement and class action waiver set forth in this Section 21 by sending written notice of your decision to opt out to [email protected] or to the postal address listed in Section 24, in either case within thirty (30) days after first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out of arbitration in accordance with this paragraph, neither you nor The Root will be required to arbitrate Disputes between you and The Root, and the judicial forum provision below will apply. Opting out of arbitration will have no effect on any other provision of these Terms.

Judicial Forum for Disputes Not Subject to Arbitration

If the arbitration agreement in this Section 21 is found not to apply to you or to a particular Dispute (whether as a result of your decision to opt out, a judicial determination, or otherwise), you and The Root agree that any such Dispute will be resolved exclusively in the state or federal courts located in New York County, New York, and you and The Root irrevocably consent to the personal jurisdiction and venue of those courts and waive any objection on the grounds of forum non conveniens.

Governing Law

These Terms and any Dispute will be governed by and construed in accordance with the laws of the State of Delaware (without regard to its conflict-of-laws principles), except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement in this Section 21. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

22. INTERNATIONAL USERS

The Services are operated from the United States and are intended for users located in the United States. We make no representation that the Services are appropriate or available for use in other locations. If you choose to access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. By using the Services, you consent to the transfer, storage, and processing of your information in the United States as described in our Privacy Policy.

23. MISCELLANEOUS

Entire Agreement

These Terms (together with the Privacy Policy and any other terms, rules, or policies expressly incorporated by reference herein) constitute the entire agreement between you and The Root regarding your access to and use of the Services and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us with respect to the Services.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect; provided, however, that if the Class Action Waiver in Section 21 is found to be invalid, illegal, or unenforceable in whole or in part with respect to any Dispute, that Dispute will be severed from the arbitration and brought exclusively in the courts identified in Section 21, and the remaining Disputes will continue to be resolved through arbitration.

Waiver

No waiver by us of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to assert any right or provision under these Terms will not constitute a waiver of that right or provision.

Assignment

You may not assign, transfer, or sublicense these Terms or any of your rights or obligations under them, in whole or in part, without our prior written consent, and any attempted assignment in violation of this Section will be null and void. We may freely assign, transfer, or sublicense these Terms and our rights and obligations under them, in whole or in part, without your consent.

Force Majeure

We will not be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by events or circumstances beyond our reasonable control, including, without limitation, acts of God, natural disasters, fires, floods, pandemics or other public health emergencies, wars, civil unrest, acts of terrorism, strikes or other labor disputes, governmental orders or actions, internet or telecommunications failures, denial-of-service attacks, or other technical or infrastructure failures.

Relationship of the Parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and The Root. Neither party has the authority to bind the other in any respect.

No Third-Party Beneficiaries

Except as expressly provided in these Terms (including, without limitation, the Company Parties’ right to enforce the disclaimers, releases, indemnities, and limitations of liability set forth herein), there are no third-party beneficiaries to these Terms.

Notices

We may provide notices to you by posting notice on the Services, by sending an email to any address you have provided to us, or by any other reasonable means. You agree that any such notice is effective when sent or posted.

Headings

Section headings used in these Terms are for convenience of reference only and do not affect the interpretation of these Terms.

24. HOW TO CONTACT US

If you have any questions, comments, or concerns about these Terms or the Services, please contact us at:

The Root Media, LLC

1300 Eye Street N.W., Suite 400E

Washington, D.C. 20005

Email: [email protected]