SKILLSAGE LLC

Please carefully read these SkillSage LLC (“SkillSage”) Terms of Use and Service (as may be subsequently amended from time to time, the “Terms of Use” or “Terms”) carefully before using the Service (as defined below). These Terms set forth the terms and conditions governing your use of the SkillSage website located at www.skillsagesports.com (the “Site”), our mobile application (the “App”), and any related services, aspects, functions, software platforms, derivatives, and products of the SkillSage service (collectively, the “Service”). From time to time throughout these Terms, we will refer to you as “You” and “Your.” SkillSage will be referred to from time to time as “we,” “us,” or the “Company.” These terms constitute a legally binding agreement between SkillSage and You.

By accepting these terms, you hereby consent to the delivery of information (including, without limitation, any information required to be delivered to you (including, without limitation, any information required to be delivered to you pursuant to applicable law) regarding the Company, the Service, or our network via the Company’s website, the App, or other means of electronic delivery.

BY ACCEPTING THESE TERMS, YOU ARE AGREEING THAT ALL DISPUTES RELATED TO THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION AND YOU HEREBY WAIVE ALL RIGHTS TO PURSUE IN A COURT OF LAW ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE.
Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

1. ACCEPTANCE. You hereby represent, warrant, and agree as follows:

a. You will not use the Service, Website, or App for any purpose that is unlawful or prohibited by these Terms.

b. You are: (i) 13 years of age or older; (ii) one of: (A) 18 years of age or older; (B) an emancipated minor; or (C) possess legal parental or guardian consent; (iii) fully able and competent to enter into the terms, conditions, agreements, affirmations, representations, and warranties set forth in these Terms; and (D) fully able and competent to abide by and comply with these Terms.

c. The Company may, from time to time, request such documentation or instruments deemed reasonably necessary to verify the representations set forth in Section 1(b) above regarding your authorization and competency to use the Website, the App, and the Service. In the event the Company deems such information necessary, Your access to the Website, the App, and the Services may be temporarily or permanently suspended. Upon receipt of such documentation, the Company shall promptly reinstate access to the Website, the App, and the Service.

d. The Service is not intended for anyone under the age of 13.

e. You do not reside in an area where local laws require parental consent for minors older than 13 to use online services. If You do, You may only use the Site if You have reached the age of 13, and any use of the Service, the Website, and the App is in accordance with applicable local laws.

f. Direct any correspondence regarding the Site or these Terms of Service to [email protected].

g. By using the Service, You acknowledge and agree that You are subject to these Terms, including our Privacy Policy, which is incorporated by and made a part of these Terms. If you do not accept these Terms, You may not use the Service, the Site, or the App .

2. WELCOME. Thank you for exploring and using the Service and Site, and welcome. The Service was created by the Company as a platform to connect service providers to perform various tasks and activities requested by You, the user. Subject to these Terms (as they may be amended from time to time), and any other applicable agreements between You and the Company, the Service allows You to request certain tasks and activities from service providers with the Company (including, without limitation athletic coaching and training sessions). The Service may include other functions which are described in these Terms or in notices and publications from the Company. The Company reserves the right, in its sole discretion, to change, modify, add, remove, or otherwise alter features, functions, classes, types, or attributes of the Service at any time. You agree that You will be solely responsible for Your use of the Service. As set forth below, in using the Service, we require that You: (a) treat others with respect; (b) do not use the Service to conduct in any activity which would be deemed illegal or obscene; or (c) otherwise use the Service in a manner which would be deemed harmful, threatening, or otherwise detrimental to the health and safety of any other user of the Service or service providers.

3. REGISTRATION . In order to access the features of the Service, including booking, scheduling, or requesting any specific tasks or activities of the Service, You are required to create an account with us (Your “Account ”). You may alter the information provided in your account at any time.

4. ACCOUNT SHARING . You agree not to share Your Account password with anyone, or let others have access to Your Account. You will not attempt to transfer Your Account to anyone else without the prior written authorization of the Company. You agree that You are solely responsible for the activity that occurs on or through Your Account, and we highly recommend that You keep Your Account password secure and to always log off Your Account when leaving Your computer or mobile device unattended. Although the Company will not be liable for losses caused by any unauthorized use of Your Account, You may be liable for the losses of the Company, other users, or third parties due to such unauthorized use.

5. OWNERSHIP OF THE SERVICE . All elements of the Service, including underlying platforms, software, look and feel, methods, processes, procedures, trademarks, trade names, trade dress, or proprietary information contained in or used in connection with the Service by the Company or its service providers (the “ Service Components ”), to the fullest extent under applicable law, are the sole and exclusive property of us or our licensors. Any trademarks, slogans, service marks, trade names, and/or trade dress (collectively, the “Marks”) used to identify the Service or the source of the Service are proprietary to us. You shall not remove or alter any copyright notice, Mark or other restrictive notice or legend affixed to any material provided to You as part of the Service or otherwise provided by us. Except as expressly set forth in these Terms, no license, assignment, or other grant of any rights in Service Components, Marks, copyrights, or any other intellectual property (whether under law or equity and all rights thereunder, including without limitation moral rights) is granted to You and no such grant, license, or otherwise shall result from You accessing the Website, App, or using the Service. All rights in the Service not granted under the Terms are reserved by us.

6. THIRD PARTY LINKS . The Service, Website, and/or App may contain links to services or products that are provided by third parties not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, terms of use, practices, or procedures or any third party services. You acknowledge and agree that we will not and cannot censor, edit, or alter the content of any third party service, and You expressly release us from any and all liability (whether known, unknown, currently existing or existing in the future) arising from Your use or access to any third party services or products.

7. USER GENERATED CONTENT .

a. “Content” refers to any information, data, communication, video, text, graphics, photos, sounds, music, audiovisual works, comments, reviews, and/or other contributions appearing on the Website, App, or Service, including without limitation any Sponsored Content (as defined below) that users of the Service may upload, post, or otherwise submit, including (collectively, “Submit”) to the Service to view and access (whether by You or any other user of the Service), as well as such similar content created by the Company in connection with the Service (“Company Content”). You hereby grant Company a worldwide, irreovacable, perpetual license to use the Company Content in connection with the Site or other offerings of the Service.

b. All right, title and interest in Content Submitted by You to the Service, to the extent it does not belong to third parties, will remain Your sole and exclusive property, subject to the license You grant to us set forth below. We do not, and will not, claim any ownership over such Content. Notwithstanding the foregoing, You hereby waive any and all moral rights You may have in Your Content in favor of the Company and anyone acting with the Company’s authorization.

c. We assume no responsibility for Content Submitted by You or any other user of the Service. You acknowledge and agree that You are solely liable for the Content that you Submit to the Service, including without limitation for any consequences of publishing Content through the Service. Your potential liability applies, for example, to any Content You include in a review, post, or comment regarding any particular Service, even if You are not the creator of that Content.

d. You hereby affirm, represent, and warrant that You own, or if you do not own, will obtain, all necessary licenses, consents, and permissions to enable us to publish and otherwise use, in accordance with these Terms, any Content you Submit to the Service.

e. You acknowledge and understand that the Service is intended for public use and not for private communications. You confirm that You have a limited expectation to privacy with respect to any Content you Submit to the Service, or any other communication by You made to or through the Service or to any service provider. Furthermore, You are aware that we do not guarantee the security of any information You disclose via the Service, including without limitation the submission of Content by You to the Service. You acknowledge and agree that any such disclosure or submission is made at Your own risk.

f. All of the provisions of this Section 7 shall apply with equal force if You Submit any Content which includes advertising material or sponsored material with respect to any third party (collectively, “Sponsored Content”). Without limitation, all of Your representations, warranties, indemnification obligations, and other obligations under these Terms will apply equally to Sponsored Content as they would to any other Content you Submit. You are solely responsible for ensuring that Your Sponsored Content complies with all applicable federal, state, and local laws, rules and regulations, including without limitation the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials (“FTC Guidelines”), including all required disclosures and disclaimers.

g. As with any other Content, we assume no liability with respect to Sponsored Content Submitted by You or any other users of the Service, or for any product or service offered by or through Sponsored Content (“Sponsored Products and Services”). You shall be solely liable for Sponsored Content that You Submit to the Service and all elements of it, including without limitation for Sponsored Products and Services and for any other consequences of transmission of Sponsored Content through the Service.

h. Notwithstanding any other termination provisions set forth in these Terms, which You acknowledge and agree remain in full force and effect, we reserve the right to terminate Your access to the Service, Website, and/or App immediately if You fail to make disclosures in any Content You Submit in accordance with FTC Guidelines or as otherwise required under applicable law. In the event Content You Submit contains or includes information, material, or promotes products or services which, in the Company’s sole opinion, might insult or offend users of the Service or which might tend to injure the success or reputation of the Service or the Company, or if Content does not comply with the Acceptable Use Policy set forth in Section 8 below, or, as determined in our sole discretion, conflicts with or does not align with our business, community, ethical, or other goals, we shall have the right: (i) to remove any such Content or require You to remove such Content; and/or (ii) immediately terminate Your access to the Service, Website, and/or App.

i. By Submitting Content to the Service, You hereby grant the Company and its agents, contractors, service providers, designees, successors, assigns, affiliates, parent, subsidiaries, employees, managers, members, shareholders, directors, and agents (collectively, the “Representatives”) a perpetual, non-exclusive, sublicensable, transferable, royalty-free and worldwide license to use, produce, distribute, prepare derivative works of, display, and perform such Content in connection with the Service and the businesses of the Company and those of its Representatives, including without limitation for the purpose of promoting and advertising the Website, App, Service. You hereby grant us the right to redistribute such Content (whether in whole or in part) and any works derived therefrom in any and all media formats and through any and all media channels, whether now existing or later developed.

j. Without limitation, the foregoing license includes the right of the Company to grant each user of the Service a non-exclusive license for the purpose of evaluating any particular task or activity offered under the Service. Such license includes the right to use, reproduce, distribute, display, perform, edit, modify and comment upon such Content, including without limitation through social media channels, subject to these Terms. We shall have the right, but not the obligation, to assist You in the removal of any of the foregoing reproduced Content, and You acknowledge and agree that any such Content redistributed or reproduced by third parties shall be Your sole obligation.

k. Nothing contained in these Terms shall be construed to permit the reproduction or distribution of Your Content by other users of the Service for endorsements of any product or service other than the Service or for any other commercial purpose not authorized by You.

l. In connection with the rights contained in this Section 7, You consent to the use of Your name, image, likeness, photograph, voice, Content, biographical details, Facebook ID, Twitter handle, Google ID, Instagram ID, or profile information under any other linked social media accounts, profile pictures, and any other attributes of Your persona in any and all media now known or hereafter developed, including but not limited to the Internet (such as on the Website, the App, or third party social media websites) and mobile applications, worldwide, in perpetuity; all without payment, compensation or further notification to or permission from You, except where expressly prohibited by law.

m. You hereby release and discharge all claims, whether known or unknown, contingent or otherwise, against, and covenant not to sue, the Company and any Representatives with respect to the use of any Content Submitted by You as authorized under these Terms (including, without limitation, any claims that such use violates any proprietary right such as copyrights or rights of publicity/privacy).

8. ACCEPTABLE USE POLICY .

a. You expressly agree that all Content that You Submit will not be: (i) defamatory, libelous, abusive, or obscene; (ii) shall not include material that encourages conduct that would or could reasonably be expected to constitute a criminal offense, give rise or reasonably be expected to give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (iii) infringe on copyright or any other proprietary right of any person or entity; (iv) invade the privacy of any other person; (v) contain a virus, worm, Trojan horse, time bomb, or any other harmful program or component; or (vi) be deemed otherwise inappropriate or unlawful in the Company’s sole discretion.

b. You will not: (i) use the Service to spam others or create mass communications or e-mails; (ii) continue any harmful behavior if You have been warned by the Company or any Representative as such; (iii) use or launch any automated system, including without limitation “robots,” “spiders,” or “offline readers” that access the Service in a manner that sends more request messages to the Company’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (iv) create a false identity (except for a username which is unique to You that does not violate the rights of a third party, such as a celebrity or owner of intellectual property); (v) forge an email address or header; or (vi) or in any other way attempt to mislead others as to the identity of the sender or the origin of the message. You agree not to copy, scrape, re-post, take screen shots of, save, share, distribute, modify or make derivative works of any Content provided through the Service, except as expressly provided through the functionality of the Service and in these Terms.

c. You agree not to collect or harvest any personally identifiable information, including account names, for the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes.

9. SUBSCRIPTIONS

a. We may offer access to certain parts of the Service on a subscription basis (collectively, “Subscriptions”). Subscriptions shall be for a specified term selected by You through the Service. Subscription-based parts of the Service may renew automatically on a monthly or annual basis, with payment due prior to each renewal unless You cancel Your Subscription before the renewal date which is disclosed to You when You activate Your Subscription, and through the settings in the Service (in which case You may be responsible for making payments through the end of the then-effective Subscription period). We may or may not notify You of upcoming renewal dates.

b. If You choose a Subscription-based service, You hereby grant us permission to automatically charge the Subscription fee to Your chosen payment method at the beginning of each applicable payment period. Your access to Subscription-based services will not be established until we have verified that the credit card or other payment information You provide for payment is accurate and that Your payment method account is in good standing.

c. We reserve the right to suspend or terminate Your access to any Subscription-based part of the Service without notice upon rejection of any charges or if the bank or other entity that makes payment on Your behalf (or its agent or affiliate) seeks return of payments previously made when we believe You are liable for the charges. We also reserve the right, in our sole discretion, to suspend or terminate Your access to any Subscription-based service if You are found, at our sole discretion, to be in breach of these Terms, or if You are suspended or banned, for any reason, from the use of the Service. You are responsible for cancelling Your own Subscription(s) if You are banned or suspended from the Service.

d. You may choose not to renew any Subscription-based part of the Service at any time by selecting the appropriate option under the Website or App or contacting us at [●]. Your cancellation will be effective at the end of the then-current Subscription term.

e. We reserve the right to change, modify, or cancel any Subscription program as we see fit in our sole discretion. All alterations to any Subscription program shall apply to all participants thereto.

10. REMOVAL OF CONTENT; MODIFICATION AND TERMINATION OF THE SERVICE .

a. We have the right, but not the obligation, to monitor, screen, modify, refuse to post, remove or edit your Content (including without limitation any Sponsored Content) at any time and for any or no reason at all in our sole discretion. While we take steps to monitor Content and keep the Website, App, and Service safe, we cannot guarantee their safety. We reserve the right, but assume no obligation, to remove Content which is abusive, illegal, or disruptive, or that otherwise fails to comply with these Terms, and to limit or revoke Your access in full or in part to the Service in our full discretion, at any time, and for any reason, including without limitation reasons such as technical difficulties or violation of these Terms.

b. We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to You. We will have no liability for any change to the Service or any suspension or termination of Your access to or use of the Service.

c. In addition to any right or remedy that may be available to us under these Terms or applicable law, we expressly reserve the right to suspend, limit or terminate Your access to the Service, at any time with or without notice and with or without cause, including if we determine, in our sole discretion, that You pose a threat to the Service, service providers, Representatives, or other users of the Service.

d. We may refer any information relating to activities that we deem, in our sole discretion, to be illegal or reasonably likely to constitute a violation of applicable federal, state, local, and/or international law, to the applicable and appropriate authorities.

11. FEEDBACK .

a. While we welcome any feedback or comments from You regarding the Service, Representatives, Website, App, or otherwise, please note that any unsolicited ideas, feedback or suggestions pertaining to our business, such as ideas for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names, will automatically upon submission become the property of the Company, without any compensation to You. While under no obligation to review such submissions or to keep such submissions confidential, the Company may use or redistribute any such submission and its contents for any purpose and in any way it deems fit.

b. To provide such submissions or feedback, please email us at [email protected].

12. COPYRIGHT INFRINGEMENT. We are committed to protecting the rights of copyright holders and seek to comply with all applicable laws and regulations regarding the protection of intellectual property. We will promptly terminate the accounts of users that are determined by us to be repeat infringers.

a. If You are a copyright owner or an agent thereof and believe that any Content infringes Your copyrights, You may Submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent for copyright claim notifications (“Designated Agent”) with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

i. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works within the Service are covered by a single notification, a representative list of such works that appear within the Service;

ii. 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 the service provider to locate the material;

iii. Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number and, if available, an electronic mail address;

iv. 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

v. A statement under penalty of perjury that the information in the notification is accurate, and You are the owner of, or authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.

b. We will process any notices of alleged copyright infringement and will take appropriate action under the DMCA. Upon receipt of notices complying with the DMCA, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

c. We may notify the owner or administrator of the affected Content so that he or she can make a counter-notification pursuant to his or her rights under the DMCA. If You receive such a notice, You may provide counter-notification in writing to a Designated Agent. To be effective, the counter-notification must be a written communication that includes the following:

i. Your physical or electronic signature;

ii. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; and

iii. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a Federal District Court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which we may be found, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

13. WARRANTIES AND DISCLAIMERS .

a. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

b. WE EXPRESSLY DISCLAIM (AND YOU HEREBY WAIVE):

i. ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RESPECTING THE SERVICE AND RESPECTING ANY AND ALL SPONSORED PRODUCTS AND SERVICES;

ii. ALL WARRANTIES RELATING TO CONTENT FROM USERS AND/OR THIRD PARTIES THAT YOU MAY OBTAIN OR ACCESS AT THE SERVICE INCLUDING WITHOUT LIMITATION SPONSORED CONTENT AND SPONSORED PRODUCTS AND/OR SERVICES;

iii. ALL WARRANTIES THAT SUCH CONTENT IS FREE OF MATERIAL THAT IS DEFAMATORY, INFRINGES COPYRIGHT, AND/OR VIOLATES THE RIGHTS OF PRIVACY OR PUBLICITY OF ANY PERSON OR ENTITY OR VIOLATES ANY LAW OR GOVERNMENTAL REGULATION; AND

iv. ALL WARRANTIES THAT:

d. Notices of claimed infringement and counter-notifications should be directed to the Designated Agent by mailing all required documentation to: [email protected] , ATTN: Cody Foote COPYRIGHT INFRINGEMENT DESIGNATED AGENT.

1) THE SERVICE WILL MEET YOUR REQUIREMENTS;

2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR

THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU OR BY OR THROUGH THE SERVICE WILL MEET YOUR NEEDS AND/OR EXPECTATIONS, WHETHER EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

v. YOUR DOWNLOADING ANY MATERIAL FROM OR THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, WITHOUT LIMITATION, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

vi. YOU UNDERSTAND AND AGREE EXPRESSLY THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:

1) THE USE OR THE INABILITY TO USE THE SERVICE;

2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTER INTO OR THROUGH, WITH OR FROM THE SERVICE;

3) THE PURCHASE OR USE OF ANY SPONSORED PRODUCTS AND SERVICES; OR

4) ANY OTHER MATTER RELATING TO THE SERVICE.

vii. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT PAID TO US BY YOU.

c. The Service contains the opinions and views of its users. We do not endorse, guarantee, or assume responsibility for the accuracy, efficacy, or veracity of any Content from users made available through the Service.

d. The Service is controlled and offered by us from our facilities in the United States of America. The laws of other countries may differ regarding access and use of the Website, the App, and the Service. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so on their own volition and at their own risk and are responsible for compliance with local law.

14. INDEMNIFICATION.

a. You are responsible for Your use of the Service and Your Content. You shall defend, indemnify, and hold harmless the Company and its Representatives from and against any and all loss, liability, claim, damage and expense whatsoever, including without limitation all expenses incurred in investigating, preparing or defending against any of the foregoing arising out of or based upon: (i) Your unauthorized use of, or misuse of, the Service; and (ii) any violation of these Terms by You, and/or by the use of Your Content, including without limitation any infringement of any third party’s rights by Your use of the Service or through Content You Submit or the failure of Your Sponsored Content to comply with applicable law (including the FTC Guidelines). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and, in that case, You agree to cooperate with our defense of such claims.

b. With respect to each release of rights by You provided in these Terms: IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR THE COMPANY, EVEN IF WE HAVE BEEN AVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT CONTAINED ON THE WEBSITE OR ON THE APP, WHETHER THE CONTENT IS PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15. PLATFORM PROVIDERS. Platform providers, such as Apple Inc. and Google Inc. that make the App available for download (“Platform Providers”) are not a party to these Terms. Platform Providers have no obligation whatsoever to furnish any maintenance or support services with respect to the App. In the event of any failure of the App to deliver any product or service purchased by You through the App, You may notify the applicable Platform Provider, and such Platform Provider may refund payments made for such purchases (if applicable). To the maximum extent permitted by applicable law, Platform Providers will have no other obligation whatsoever with respect to the App. You acknowledge that Platform Providers are not responsible for addressing any claims relating to the App or Your possession and/or use of the App, including but not limited to: (a)
product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; (c) claims alleging infringement of intellectual property; and (d) claims arising under consumer protection or similar legislation. We, not the Platform Providers, will be solely responsible for the investigation, defense, settlement, and discharge of any such claims. Platform Providers are third party beneficiaries under this Section 15, and will have the right (and will be deemed to have accepted the right) to enforce the provisions of this Section 15 against You.

16. PRIVACY . To learn more about how we protect Your personal information, please refer to the [●] Privacy Policy, which is incorporated by and made a part of these Terms.

17. DISPUTE RESOLUTION.

a. YOU HEREBY WAIVE ALL RIGHTS TO PURSUE IN A COURT OF LAW ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THE SERVICE OR THESE TERMS. In the event of any dispute, controversy, or claim of any kind or nature arising under or in connection with the Terms whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory, including without limitation disputes as to the creation, validity, interpretation, breach, or termination of these Terms (a “Dispute”), the party initiating the Dispute shall give to the other party written notice of the specific subject(s) of the Dispute (the “Dispute Notice”) and the parties shall meet and negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal proceeding.

b. No formal proceedings for the resolution of the Dispute may be commenced until the later to occur of: (i) a good faith conclusion by one or both of the parties that amicable resolution through continued negotiation of the matter at issue does not appear likely; or (ii) the thirtieth (30th) day after the Dispute Notice is received.

c. Any Dispute that the parties are unable to resolve through such negotiations shall be submitted prior to the fortieth (40th) day after the Dispute Notice is received to non-binding mediation administered by the American Arbitration Association or its successor (“AAA”) in Phoenix, Arizona, which mediation shall extend for up to three (3) business days. The parties will mutually select the mediator from a list of mediators obtained from the office of AAA located in Phoenix, Arizona. If the parties are unable to agree on the mediator within five (5) business days after the Dispute is submitted to AAA, then the mediator will be selected by AAA.

d. Any Dispute that the parties are unable to resolve through negotiation and mediation as described above (including without limitation any dispute or controversy over the scope or applicability of this agreement to arbitrate) will be submitted to binding and final arbitration in accordance with the following:

i. The arbitration shall be conducted before a single arbitrator who is an expert in the field of Internet services in Phoenix, Arizona and administered by AAA in accordance with its streamlined commercial arbitration rules and procedures or subsequent versions thereof, except to the extent such rules and procedures may be inconsistent with these Terms. Either party may demand arbitration of a Dispute by giving the other party written notice to such effect, which notice will describe, in reasonable detail, the facts and legal grounds forming the basis for the filing party’s request for relief and will include a statement of the total amount of damages claimed. In no event will You be entitled to recover punitive, special or exemplary damages or seek injunctive or any other equitable relief.

ii. The arbitrator’s award shall be entered by either party in any court having competent jurisdiction provided that the party entering the award shall request that the court prevent the award from becoming publicly available except as may be required by law. The arbitrator shall not limit, expand or otherwise modify the Terms. Each party shall bear its own expenses and pay pro rata its share of AAA fees and expenses (including, without limitation, compensation for the arbitrator). The parties agree that the existence and contents of the entire arbitration, including the award, shall be deemed a compromise of a dispute under Rule 408 of the Federal Rules of Evidence, shall not be discoverable in any proceeding, shall not be admissible in any court (except for the enforcement thereof) or arbitration and shall not bid or collaterally estop either party with respect to any claim or defense made by any third party.

iii. The parties agree that any mediation or arbitration proceedings, testimony, or discovery, along with any documents filed or otherwise submitted in the course of any such proceedings (and including the fact that the mediation or arbitration is being conducted) shall be confidential and shall not be disclosed to any third party except to the mediators or arbitrators and their staff, the parties’ attorneys and their staff, and any experts retained by the parties, or as required by law.

iv. Notwithstanding the foregoing, a party may disclose limited information if required in any judicial proceeding brought to enforce these arbitration provisions or any award rendered hereunder.

18. MISCELLANEOUS .

a. Nothing contained herein shall be deemed to create a partnership, joint venture or agency relationship between You and the Company. You may not assign any of Your rights or delegate any of Your duties under these Terms without the prior written consent of the Company. The Company may assign these Terms and/or any of its rights, and delegate its duties, in its sole discretion. Any purported assignment which is inconsistent with the foregoing shall be null and void.

b. These Terms, their interpretation, performance, or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of Arizona applicable to contracts entered into and wholly to be performed within said state without regard to conflicts of laws.

c. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

d. In the event any provision of these Terms shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force in effect. To the extent any such provision is deemed to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable, and shall be interpreted so as to sustain the legality and enforceability of these Terms.

e. All representations, warranties and indemnities contained herein or made by You in connection herewith shall survive any termination, expiration, or suspension of Your rights under these Terms.

f. Section headings are for convenience and are not a part of these Terms. No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party except as expressly stated herein.

19. AMENDMENT . We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these Terms at any time. When using the Service, You may be subject to additional applicable guidelines or rules that may be posted from time to time. All of these guidelines and rules are deemed incorporated into these Terms. While we may attempt to notify You when major changes are made to these Terms, it is Your responsibility to review these Terms periodically to check for changes. When we make changes, we will give the date of the most recent update in this space so that You may be kept abreast. We also reserve the right, in our sole discretion, and at any time, to modify or discontinue, temporarily or permanently, the Service (or any part of it), with or without notice.