Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: all payment obligations, including, without limitation, any fees, charges, taxes, set-offs, and any rights of Ghost to withhold or claw back funds under these Terms or any Buyer Terms or Seller Terms (as applicable), any obligation you have to indemnify us, any limitations on our liability, non-circumvention, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Ghost and limits the manner in which you can seek relief from Ghost.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations. If such negotiations do not resolve the dispute, it shall be governed, construed, and settled by final and binding arbitration in Los Angeles County, California. The arbitration will proceed in the English language, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. Unless otherwise required by Applicable Law, the prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.

(c) Small Claims Court; Infringement. Either you or Ghost may assert claims, if they qualify, in small claims court in Los Angeles County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, Ghost shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

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

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

(f) Exclusive Venue. To the extent any dispute is not subject to arbitration under this Agreement, both you and Ghost agree that any judicial proceeding will be brought exclusively in the state or federal courts located in Los Angeles County, California, or the federal district in which that county falls, and each party hereby consents to personal jurisdiction and venue in such courts.

(g) Equitable Relief Carve-Out. Notwithstanding anything to the contrary, Ghost may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction (i) to prevent or remedy fraud, (ii) to enforce or restrain breach of the Non-Circumvention obligations as set forth in any applicable Buyer Terms or Seller Terms, (iii) to address unauthorized use, misuse, or interference with the Services (including platform security, data security, scraping, or reverse engineering), (iv) to prevent misappropriation or infringement of intellectual property or proprietary/confidential information, or (v) to enforce confidentiality obligations. Seeking such relief will not waive Ghost’s right to compel arbitration or to arbitrate any non-equitable claims. The parties also agree that JAMS Emergency Relief Procedures (if applicable) may be invoked in aid of arbitration.

(h) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or these Terms must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

(i) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Ghost.

Transition from Prior Terms. If you accepted Ghost’s prior Terms of Service (the “Prior Terms”, archived at ghst.io/terms-of-service-6-15-25) before the Effective Date and have not entered into a Buyer Agreement or Seller Agreement (as applicable) with Ghost, then until you do, the provisions of the Prior Terms governing the purchase or sale of Goods (including fees, payment, shipping, returns, representations and warranties, non-circumvention, and indemnification) will continue to apply and will constitute your Buyer Terms or Seller Terms (as applicable) under these Terms. Once you accept the applicable Buyer Agreement or Seller Agreement, it will govern going forward, and the Prior Terms will continue to govern any Purchase Order placed before the date of such acceptance. If you have a separately executed written agreement with Ghost governing your purchases or sales, that agreement constitutes your Buyer Terms or Seller Terms (as applicable). Ghost may require you to accept the applicable Buyer Agreement or Seller Agreement as a condition of placing or accepting any further Purchase Orders.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that, Ghost may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Ghost, and you do not have any authority of any kind to bind Ghost in any respect whatsoever. You and Ghost agree that these Terms, together with the Buyer Terms and/or Seller Terms (as applicable), constitute the complete and exclusive statement of the mutual understanding between you and Ghost, and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter hereof, except as provided in the Transition from Prior Terms section.

You and Ghost agree there are no third party beneficiaries intended under these Terms.

BY CLICKING “ACCEPT” AND/OR REGISTERING FOR THE SERVICES OR OTHERWISE ACCESSING AND USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.