Terms of Use Agreement

Last Updated: August 1, 2025

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PLATFORM OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

UNDER NO CIRCUMSTANCES IS THE PLATFORM INTENDED FOR CHILDREN UNDER THE AGE OF 13, AND USERS UNDER THE AGE OF 13 ARE NOT AUTHORIZED TO ACCESS THE PLATFORM. IF YOU ARE UNDER THE AGE OF 18 (OR THE LEGAL AGE OF MAJORITY TO FORM A BINDING CONTRACT, IF HIGHER, IN YOUR PLACE OF RESIDENCE), BUT ARE OVER THE AGE OF 13, THEN YOU AND YOUR PARENTS (OR LEGAL GUARDIAN) ARE RESPONSIBLE FOR UNDERSTANDING AND AGREEING TO THE TERMS OF THIS AGREEMENT.

This Terms of Use Agreement (“Agreement”) is a legally binding agreement between you, your Legal Guardian (defined below) if you are under the age of eighteen (18), and Fastbreak.ai, Inc. and its affiliates and subsidiaries (collectively, “Company,” “we,” “us,” or “our”) and governs your access to and use of our websites and other online services that link to this Agreement, including our Web and Mobile Apps,, such as Fastbreak Compete™, Fastbreak Pulse™, Fastbreak Connect™, Fastbreak Pro™™, Fastbreak Travel™™, Easy Event Tickets™, and Fastbreak Swoop™™ (previously Fastbreak Connect), Fastbreak Score, and Snap Entry™™ (collectively, the “Sites”) and the features, content, and services we make available through the Sites (collectively with the Sites, the “Platform”). By continuing to access and use the Platform, you agree that such use is legally sufficient consideration under this Agreement.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

If you are an individual accessing or using the Platform as a parent or legal guardian on behalf of an individual under the age of eighteen (18) (“Legal Guardian”), you represent and warrant that you have the legal authority of such individual under the age of eighteen (18) and consent to the submission and use of information about you and the individual under the age of eighteen (18).

YOUR CONTINUED USE OF THE PLATFORM IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE PLATFORM.

CONTINUED ACCESS AND USE OF THE PLATFORM AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

If you are an individual accessing or using the Platform on behalf of any corporation, partnership, or other legal entity with which you are associated (“Organization”), by using the Platform you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. If you do not accept this Agreement, you are not authorized to use the Platform or its features.

We are committed to making the Platform accessible for all users and will continue to take steps necessary to ensure compliance with applicable laws. Please read our Accessibility Policy for more information. If you have difficulty accessing any content, feature, or functionality of the Platform, please Contact Us.

What's Contained in This Agreement

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Subscription Offerings, Billing, and Auto-Renewal

When purchasing your subscription(s) to the Platform, you may be presented with multiple plans or options (“Plan Offerings"). Distinct Plan Offerings may differ with respect to pricing, usage rules, eligibility requirements, functional features, device limitations, and any other restrictions we may disclose at the point of purchase or in your Account settings. Your individualized pricing will be displayed within your Account dashboard or Account settings prior to purchase, and at all times thereafter.

Each subscription to the Platform enrolls you in an ongoing, recurring payment plan. Your subscription fee to access the Platform, together with any applicable taxes, duties, or transactional charges that you incur through use of the Platform, will be charged to the payment instrument you have designated and authorized for recurring billing ("Payment Method”) on the specific date and length of term shown on the billing details section of your online Account (“Billing Cycle”). Subscription fees are fully earned upon payment. Unless you cancel as described below, your subscription will automatically renew at the end of each disclosed Billing Cycle. When you supply a Payment Method, we may attempt to verify the information by processing an authorization hold; although no charge is made in connection with such a hold, your available balance or credit limit may be reduced temporarily. If you change Plan Offerings or elect additional offerings, we may prorate charges within the current Billing Cycle.

The timing of charges may vary, including where (i) the first day of a subsequent month does not contain the calendar date on which you originally subscribed; (ii) a free trial or promotional period delays billing; (iii) gift cards, credits, or similar instruments are applied; (iv) a payment failure occurs; or (v) you modify your subscription or Payment Method. We reserve the right to adjust pricing in our sole discretion. Should pricing change, we will attempt to notify you in advance by email or through a notice to the email on your Account. If you do not wish to accept a price change, you must cancel prior to the effective date; failure to do so constitutes authorization for us to charge the new price to your Payment Method.

Payment Processing

To subscribe to and continue accessing the Platform, you must maintain at least one current and valid Payment Method on file. We may use a third-party payment processor to process your payment information, including your payment card data. By providing a Payment Method, you expressly authorize us (and any payment processor acting on our behalf) to charge that Payment Method for all subscription fees and any additional amounts you incur in connection with your use of the Platform. If your primary Payment Method is declined, expired, or otherwise unavailable, you authorize us to charge any other Payment Method associated with your account. Failure to rectify unsuccessful payments may result in suspension or termination of your subscription, and you will remain liable for all outstanding amounts, including any reasonable costs of collection such as issuer fees (e.g., foreign transaction fees, overdraft fees), collection-agency charges, attorneys' fees, and arbitration or court costs. Should you later elect to reactivate a canceled subscription, you authorize us to charge any Payment Method on file for the applicable subscription fee.

You may add, remove, or edit Payment Methods at any time by visiting your Account settings. In addition, you authorize us to receive updated Payment Method information from your issuing bank or the applicable payment network and to continue to charge the updated Payment Method. Following any update, you authorize us to charge the then-current Payment Method for all amounts due under these terms.

Taxes

If we are legally required to collect tax on your subscription, the tax amount will be added automatically to your purchase price. This right to a refund is your exclusive remedy for any tax errors. You remain responsible for any third-party internet access charges, mobile data fees, or similar costs you incur in using the Platform.

Gift Cards

We may, in our discretion, issue or authorize the sale of prepaid gift cards, gift codes, or similar instruments (“Gift Cards”) redeemable toward an eligible Plan Offering. Gift Cards may not be combined with any other special offer except as explicitly permitted in the applicable promotional terms.

Cancellation

You may cancel your subscription at any time through the cancellation functionality on your Account settings. Upon cancellation, you will continue to have access to the Platform until the conclusion of your then-current Billing Cycle, after which your subscription will terminate automatically. Your Account will state the date on which your subscription will end. If you subscribed to the Platform through a third-party platform or app store, you may be required to effect cancellation through that third party (for example, by disabling auto-renew or unsubscribing within the third-party account settings).

Changes to Subscription Fees and Plan Offerings

Because subscription fees are personalized, the precise fee applicable to you at any time is the fee displayed in your Account. We may revise our subscription offerings or adjust your subscription fee from time to time to reflect changes in features, market conditions, or other factors. Unless a longer period is required by applicable law, we will provide you with at least thirty (30) days' advance notice of any price increase or material change to your subscription plan. If you do not wish to accept the revised fee or plan, you may cancel your subscription before the change becomes effective; continued use of the Platform after the effective date will constitute acceptance of the change.

No Refunds

ALL PAYMENTS ARE NON-REFUNDABLE, AND WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-PERIOD SUBSCRIPTION OR FOR UNUSED PLATFORM CONTENT OR FEATURES. If you cancel, you will continue to receive access to the Platform through the end of your current Billing Cycle, after which no further charges will be made unless you reactivate. From time to time, and in our sole discretion, we may elect to issue a refund, discount, credit, or other consideration to some or all subscribers. The issuance of such credit in one instance does not entitle you to credit in the future for similar or different circumstances and does not obligate us to provide credit at any time.

Promo Codes and Discounts

We may create or advertise promo codes, discounts, coupon codes, and offers that provide a benefit to you when entered upon checkout. These cannot be applied to prior or completed transactions, they must be provided at the time of purchase. Generally, promo codes and discounts cannot be combined with other offers. You may have no right to discounts, coupons, or offers that are expired or discontinued, even if they remain visible on the Platform or in a marketing communication.

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Accounts

In general, you are not obligated to register for an account in order to access the Platform. However, certain sections and features of the Platform are available only to users who are eligible and have registered for an account (“Account”). Depending on the profile type you select (e.g., Event Organizer, Athlete, Parent/Guardian, Coach), you may have access to different features and resources on the Platform. We may reject, and you may not use, an e-mail address for any reason in our sole discretion. For example, we may reject an e-mail address that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive. You may only have one active Account at any given time, and you may not allow other people to use your Account to access the Platform.

If you maintain an Account, we expect you to accurately maintain and update any information about yourself that you have provided to us. You agree that you are responsible for all activities that occur under your Account, and for maintaining the confidentiality of your password and restricting access to your computer so others may not access the Platform in violation of this Agreement. In addition, you agree to sign out from your Account at the end of each session if you are using a device that is shared with other people.

You agree to notify us of any unauthorized use of your username, log-in ID, password or any other breach of security that you become aware of involving or relating to the Platform by contacting us as soon as possible. We reserve the right to take any and all actions we deem necessary or reasonable to maintain the security of the Platform and your Account and to protect other Platform users, including, without limitation, terminating your Account, changing your password or requesting information to authorize transactions on your Account. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

Children; Age Restrictions

The Platform is not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under thirteen (13) years of age. YOU MUST BE AT LEAST THIRTEEN (13) YEARS OF AGE TO ACCESS AND USE THE PLATFORM.

If you are under the age of majority in your home state, which is eighteen (18) years in most states, you may not establish an Account, and you should use the Platform only with the supervision of a Legal Guardian who agrees to be bound by this Agreement to the fullest extent permitted by applicable law.

If you or your Legal Guardian do not agree to the terms of this Agreement, then you must immediately stop using the Platform. Additionally, certain sections of the Platform, as well as promotions, programs, and commerce we may offer on the Platform, may be explicitly limited to people over the age of majority. If you are not old enough to access the Platform or certain sections or features of the Platform, you should not attempt to do so.

Legal Guardian's Responsibility

You may, where authorized or permitted by law, allow your child (or children) to use the Platform under your supervision. You, as the Legal Guardian of the child, are responsible for ensuring that you and your child are aware of, understand, and comply with this Agreement and all terms contained within it. You will be responsible and held liable for all activities conducted on the Platform, including, without limitation, all User Content (as defined below) that is posted on the Platform.

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Events

The Platform allows you to keep track of events such as tournaments and other regularly scheduled games (“Event”). Third-party event organizers (“Event Organizers") host and manage these Events, and we are not responsible for anything that arises in connection with the Events. You must read and follow all Event Organizer rules, policies, terms, and conditions in place. WE ARE NOT RESPONSIBLE FOR YOUR ACTIONS, BEHAVIOR, OR OTHERWISE IN CONNECTION WITH YOUR ATTENDANCE OR PARTICIPATION AT AN EVENT.

Photography and Recording

You understand and agree that an Event is a public event, that your appearance and actions inside and outside the venue where the Event occurs are public in nature, and that you have no expectation of privacy with regard to your actions or conduct at the Event. By entering and being present at an Event, you consent to being photographed, filmed, and/otherwise recorded, especially by photographers and videographers that we hire to take photographs and videos during the course of an Event (“Photographs”), which may be accessible through the Platform by other users. You grant permission to us, our service providers, our partners, licensees and assigns, including but not limited to our brand and media partners, to utilize your name, image, likeness, acts, poses, plays, appearance, movements, and statements in any Photograph or live or recorded audio, video, or photographic display or other transmission, exhibition, publication or reproduction made of, or at, the event (regardless of whether before, during or after play or performance) for any purpose, in any manner, in any medium or context now known or hereafter developed, without further authorization from, or compensation to, you or anyone acting on your behalf.

Photograph License: Photographs may be available for download on the Platform. Subject to the terms and conditions of this Agreement, we hereby grant to you during the term of this Agreement a non-exclusive, non-transferable, non-sublicensable license solely to download, display, transmit, and distribute the Photographs for your personal, non-commercial home use, provided that you shall ensure that your use of the Photographs is marked with the appropriate copyright notices specified by us or our photographers in a prominent position in the order and manner provided by us.

Notwithstanding any other provision to the contrary contained in this Agreement, you shall not translate, recast, edit, alter, modify, or create any derivative Photographs of the Photographs. You shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions. You shall not use any copyright notices that conflict with, confuse, or negate the notices we provide and require hereunder. Notwithstanding any other provisions of this Agreement to the contrary, nothing in this Agreement will be deemed to be a grant by us of a license, sublicense, or other grant of a right to you to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first obtained by you.

You acknowledge that all right, title, and interest in and to the Photographs, as well as any modifications or improvements made thereto by you, are controlled by us. If you acquire any rights in the Photographs by operation of law or otherwise, you hereby irrevocably assign such rights to us without further action by either party. You agree not to dispute or challenge or assist any person or entity in disputing or challenging our rights in and to the Photographs. We reserve all rights not expressly granted to you under this Agreement. No use by us of the Photographs in any medium or manner will be deemed to interfere with the limited permissions made to you by we herein. You agree that we may use the Photographs in any manner at any time and in any part of the world for the purposes of advertising, including on Social Media Pages (defined below), or otherwise promoting our business or other use.

Waiver: To the fullest extent permitted by applicable law, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world arising directly or indirectly from the production, exhibition, advertising, promotion, exploitation, or other use of the Photographs, and whether resulting in whole or in part from the negligence of us, our service providers, or any other person, covenant not to make or bring any such claims against any us and our agents, employees, and representatives, and forever release and discharge us from liability under such claims.

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Our Intellectual Property Rights

All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, Photographs, and other content appearing in or on the Platform (“Content”) are protected intellectual property of, or used with permission or under license by, our Company. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Content of the Platform, copyrighted and protected as a collective work. All intellectual property rights associated with the Platform, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Platform. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on the Platform is strictly prohibited.

Subject to your compliance with this Agreement, we grant you a limited license to access and use the Platform and their Content for personal, informational, and viewing purposes. No Content from the Platform may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print one copy of specific Content or software made available for your downloading or printing for your personal, non-commercial home use, subject to your compliance with this Agreement, and retain the same solely for as long as you continue to be permitted to access the Platform.

To use Content under such an exception, you must: (i) keep any copyright, trademark, or other proprietary notices intact; (ii) use such Content pursuant to any licenses associated with such Content; (iii) not copy or post such Content on any networked computer or broadcast it in any media; (iv) make no modifications to any such Content; and (v) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Platform or the Content.

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Your Authorized Use of The Platform

While using the Platform, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Platform for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Platform or any other party's use of the Platform. In addition, we expect users of the Platform to respect the rights and dignity of others. For example, you may not do any of the following without our consent:

  • Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Platform any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
  • Post to or transmit through the Platform any sensitive personally identifiable information about yourself and third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
  • Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Platform;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform, or express or imply that we endorse any statement you make;
  • Violate, or attempt to violate, the security of the Platform;
  • Disseminate on the Platform any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
  • Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Platform;
  • Build a competitive product or service using the Platform, build a product or service using similar ideas, features, functions, or graphics as the Platform or determine whether the Platform is within the scope of any patent;
  • Interfere in any manner with the operation or hosting of the Platform or monitor the availability, performance, or functionality of the Platform;
  • Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Platform or to collect any information from the Platform or any other user of the Platform; or
  • Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Platform.

Linking: You are granted a limited, non-exclusive right to create text hyperlinks to the Platform for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking website or service does not contain any material that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising.

Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in a website's root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content, or for any machine-learning or training data purposes. We may revoke these permissions at any time.

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Downloads

The Platform may allow you to download certain Content, applications, software, and other information or materials. We make no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with us or a third party, for example an agreement with a mobile application store.

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Mobile Applications

The Platform may be available as a mobile application that you can download to your phone, tablet, or other device (“Mobile App”) via a third-party service such as an application store. Your use of the third-party service may be subject to additional terms related to that service from the third-party service provider (“App Store Provider"). WE ARE NOT LIABLE IN ANY WAY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO, ANY SUCH THIRD-PARTY SERVICE OR ANY CLAIM OR DAMAGE RESULTING FROM YOUR USE OF SUCH THIRD-PARTY SERVICE.

You acknowledge that this Agreement and your use of the Mobile App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries. As between us and an App Store Provider, we are solely responsible for the Mobile App and its Content. If anything in this Agreement conflicts with any usage rules for the Mobile App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with this Agreement, and then exclusively for your use of the Mobile App).

All rights you have to use the Mobile App are for use only on appropriate products (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the Mobile App may be accessed and used by other accounts associated with you via features like Apple's Family Sharing (or similar features from other App Store Providers) or volume purchasing. We are solely responsible for providing any maintenance and support services for the Mobile App, as specified in this Agreement, or as required under applicable law. No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the Mobile App, nor any warranties for the same.

WE DISCLAIM ALL WARRANTIES RELATED TO ANY MOBILE APP. However, in the event that the Mobile App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the Mobile App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER WILL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE MOBILE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY IS OUR RESPONSIBILITY.

We, not the App Store Provider, are responsible for addressing any claims relating to the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) claims that the Mobile App infringes a third party's intellectual property rights as well as the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

By using the Mobile App, you represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that the App Store Provider, and its subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement and your use of the Mobile App, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

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User Content

You are responsible for any information, text, reviews, posts, images, videos, or other materials or content that you upload or transmit on the Platform (“User Content”).

You agree, represent, and warrant that any User Content you post on the Platform or transmit through the Platform is truthful, accurate, not misleading, and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post, or otherwise make available on or through the Platform any User Content protected by copyright, trademark, or other proprietary right of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.

PLEASE DO NOT UPLOAD OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION.

By uploading User Content through the Platform, or otherwise sending us any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content, you agree that: (i) we are free to use such User Content for any purpose; (ii) such User Content will be deemed not to be confidential or proprietary; (iii) we may have something similar already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.

User Content License: By submitting User Content to us directly or indirectly (including through any use of third-party social media platforms directed at us), or by posting, uploading, or transmitting User Content on the Platform, you grant to us (or warrant that the owner of such information and material has expressly granted to us) a royalty-free, perpetual, sublicensable, irrevocable, and unrestricted right and license: (i) to use, reproduce, display, modify, adapt, publish, perform, translate, transmit, and distribute or otherwise make available to others such User Content (in whole or in part and for any purpose) worldwide; (ii) to incorporate such User Content in other works in any form, media, product, service, or technology now known or hereafter developed for any purpose, including sale, manufacture, or advertising (and to exercise all intellectual property rights associated with such products or other works); and (iii) to use your name, screen name, location, photograph, avatar, image, voice, likeness, and biographical information provided in connection with the User Content in any and all media and for advertising or promotional purposes.

You also hereby grant each user of the Platform a non-exclusive license to access your User Content through the Platform, and to tag, rate, review, comment on, use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Platform and under this Agreement.

Additionally, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of your User Content that you may have under any applicable law or legal theory. Notwithstanding the foregoing, please note that any personal information you submit to us through our “Contact Us" forms, order pages, or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.

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Interactive Features and Forums

We may host message boards, user-generated content, promotions, surveys, reviews, blogs, and other interactive features or services, such as direct messaging to other users, through which users can post or upload User Content or otherwise interact with the Platform or something on it (each, a “Forum”). We do not endorse User Content posted in Forums, cannot guarantee the accuracy or authenticity of such User Content, and are acting only as a passive conduit for such User Content as well as surveys hosted by other users or third-party service providers. User Content may include suggestions for uses of our Platform that have not been evaluated or approved by us; we do not recommend such uses. WE RESERVE THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON.

Forums are Public: You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that any User Content you communicate in Forums may be seen and used by others. You understand that our staff, outside contributors, or other users connected with us may participate in Forums or other aspects of the Platform and may employ anonymous usernames when doing so. Any direct messaging being conducted on the Platform may also be monitored by us. Any user failing to comply with this Agreement may be expelled from and refused continued access to Forums in the future. However, we are not responsible for User Content that you or others choose to communicate in Forums, or for your actions or the actions of other users. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER USER CONTENT PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

Our Rights: You acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion: (i) evaluate User Content before allowing it to be posted on the Platform or any Forum; (ii) monitor User Content and Forums; (iii) alter, remove, reject, or refuse to post or allow to be posted, without notice to you, any User Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner; and/or (iv) disclose any User Content, and the circumstances surrounding its transmission, to any third-party in order to operate a website, to protect us, our Platform visitors or others, to comply with legal obligations or governmental requests, to enforce this Agreement, or for any other reason or purpose we deem appropriate. If you see User Content on our Platform that you believe violates this Agreement, please Contact Us.

Sharing Content: The Platform may also allow you to make recommendations or send Content to others, for example through an “email this” feature that will send content to the email address you provide. Only provide contact information for individuals who have told them they want to receive the Content. By providing someone's contact information, you represent and warrant that they have confirmed to you that they want to receive the Content.

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Interactive Chat

The Platform may have chat, live support, instant messaging, or similar functionality to serve you better (“Chats"). You should review our Privacy Policy to learn how we treat information that could identify you gathered via a Chat. If you are signed into an Account while using a Chat, the Chat may link the Account information with you or the Chat interaction. You may not impersonate or attempt to gain information regarding another individual via a Chat. Information provided via a Chat may not be accurate, and Chats may not always be available or error-free.

Chats may be provided by third-parties, and you may be entering into a contractual agreement with those third-parties when you use the Chat. You should refer to the applicable Chat and its hyperlinks to learn more. The Platform may provide features that enable you to get support for certain aspects of the Platform including a chat feature, a support email address, or a telephone hotline. Information collected via these support methods is subject to our Privacy Policy. Be aware that communications may be monitored for quality assurance and other purposes. All information you provide to us for purposes of support is considered User Content.

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Text Message Communications

BY PARTICIPATING IN A TEXT MESSAGE PROGRAM, YOU ARE AGREEING TO THE DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER OF THIS AGREEMENT AS WELL AS THE REST OF THE TERMS HEREIN, INCLUDING THE LIMITATION OF LIABILITY.

We offer our customers mobile text (SMS) alerts regarding sales, promotion events, new releases, and other alerts (each a "Text Message Program"). By participating in a Text Message Program, you acknowledge your personal information is subject to our Privacy Policy.

Signing Up and Opting into a Text Message Program

Enrollment in a Text Message Program requires you to provide your mobile phone number and to agree to this Agreement. You may not enroll if you are under eighteen (18) years old (or the applicable age of majority in your home state) or if you do not agree to the terms of this Agreement. We reserve the right to stop offering a Text Message Program and/or terminate your participation in a Text Message Program at any time with or without notice.

By opting into a Text Message Program, you:

  • Authorize us to use auto dialer or non-auto dialed technology to send recurring text messages to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).
  • Acknowledge that you do not have to consent to receive text message advertisements as a condition of purchasing any goods or services.
  • Confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt into the Text Message Program.
  • Consent to the use of an electronic record to document your opt-in.

While you consent to receive messages sent using automated technology, this Agreement shall not be interpreted to suggest or imply that we send any or all of our text messages using an automatic telephone dialing system (or other automated technology, as defined under applicable laws).

Content You May Receive

Once you opt-in to a Text Message Program, your message frequency may vary. You may receive alerts about:

  • Promotional Events and New Releases
  • Marketing and Offers
  • Event Reminders
  • Informational Services or Alerts
  • Other messages from Event Organizers or other users regarding the Platform or an Event
  • On-Demand Text Message Reply Services

To opt into a Text Message Program, please follow the instructions provided by the specific Text Message Program you wish to enroll in. Consent to receive text messages is not required as a condition to create an account or use the Platform.

Opting Out and Seeking Assistance

You may opt out of receiving text messages from us at any time by texting “STOP,” “END,” UNSUBSCRIBE,” “CANCEL,” or “QUIT” to any of the text messages you have received from us. For a Text Message Program operated through a different number, text STOP to that number to opt out. Your opt-out request may generate either a confirmation text or a text request to clarify the Text Message Program to which it applies (if you have subscribed to more than one). To complete your opt-out, please provide the requested clarification. You acknowledge that the text message platform may not recognize and respond to unsubscribe requests that do not include the “STOP,” “END,” “UNSUBSCRIBE,” “CANCEL,” or “QUIT,” keyword commands and agree that we and our service providers will have no liability for failing to honor such texts that do not contain such keyword commands. You understand and agree that the foregoing options are the only reasonable methods of opting out.

You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from a Text Message Program list, is not a reasonable means of opting out. If you unsubscribe from one of our Text Message Programs, you may continue to receive text messages from us through any other programs you have joined until you separately unsubscribe from those programs. This Agreement will still apply if you withdraw the consent mentioned above or opt out of a Text Message Program.

If you need assistance at any time, or you forget what keywords are supported, just text “HELP” to the number sending the text message you received.

Cost and Frequency of Messages

Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone's pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data, or other charges incurred (usage, subscription, etc.) as a result of using a Text Message Program.

Message Program

Text Message Programs are offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage, or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with a Text Message Program.

Supported Carriers

Supported carriers are AT&T, T-Mobile, Verizon Wireless, Sprint, Boost, Virgin Mobile, U.S. Cellular, Cricket, Alltel, Cincinnati Bell, Cellcom, C-Spire, nTelos, MetroPCS, and other smaller regional carriers. A Text Message Program may not be available on all wireless carriers. We may add or remove any wireless carrier from a Text Message Program at any time without notice. We and mobile carriers are not responsible for any undue delays, failure of delivery, or errors in messages

Changing Your Phone Number

If you change, forfeit, or deactivate the phone number you provided to us for a Text Message Program, you agree to notify us immediately of such change or to unsubscribe from the Text Message Program prior to changing, forfeiting, or deactivating the phone number. Failure to do so constitutes a material breach of this Agreement. To notify us or find out more information on our text message marketing programs, Contact Us. Our Privacy Policy applies to Text Message Programs.

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Descriptions, Testimonials, Opinions

The Platform may contain information, statements, and client testimonials about the Platform and opinions on certain matters related to the Platform. Statements written by us are not a representation or warranty about the Platform and should not be relied upon as such.

The Platform may allow you to leave reviews, opinions, or testimonials, all of which is User Content. If you leave a review on another website, we may (but are not required to) reach out with a separate agreement to further define our rights in the User Content.

Descriptions and graphic representations of the Platform are for informational purposes only and may not completely reflect the current service offerings available. We reserve the right to change Platform descriptions or any other information relating to the Platform and the services or capabilities of the Platform at any time, and we are not responsible for variations between the Platform description and the actual performance of the Platform. Technological issues, such as your device settings, may alter how the Platform appears on your device.

WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY TESTIMONIAL, BLOG, DESCRIPTION, OR OPINION POSTED ON THE PLATFORM TO THE MAXIMUM EXTENT ALLOWED BY LAW.

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Third-Party Content and Links

Any information, statements, opinions or other information provided by third parties and made available on the Platform are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other third-party content on the Platform.

We may provide on the Platform, solely as a convenience to users, links to websites, social media pages, mobile applications or other services operated by other entities. If you click these links, you will leave the Platform. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos or copyright symbols.

We may maintain a presence on and link to social media websites, which may include: Facebook, X (formerly Twitter), YouTube, Instagram, LinkedIn, TikTok and others (collectively, “Social Media Pages"), to provide a place for people to learn more about us and our services and to share experiences with our products or services.

When you visit these Social Media Pages, you are no longer on the Platform, but rather a website operated by a third party. All comments, visuals, and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform's terms of use or other applicable policies.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES, AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES.

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Copyright Infringement Notices

It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. If we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.

If you believe that any Content on the Platform infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the "Designated Agent”), identified below, with the following information:

  • A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
  • The URL or other specific location on the Platform that contains the alleged infringing material described in above, with reasonably sufficient information to enable us to locate the alleged infringing material;
  • Your name, mailing address, telephone number and email address;
  • The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.

Designated Agent: Reed Smith, LLP

Email: DMCA@reedsmith.com

To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.

We may terminate users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys' fees, incurred by us or the alleged infringer. If you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information:

  • 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 was disabled;
  • Your name, mailing address, telephone number and email address;
  • The following statement: “I consent to the jurisdiction of [insert one of the following: (1) “the Federal District Court in which my mailing address is located", or (2) if you reside outside of the United States, “[insert desired state for jurisdiction]";
  • The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";
  • The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled"; and Your signature, in physical or electronic form.

Upon receipt of valid counter notification, we will promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Further, we will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of your counter notice, unless the Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Platform.

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Updates to this Agreement

We may revise or otherwise change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes. However, please check the "Last Updated" legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement as there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of the Platform. Your continued use of the Platform will signify your continued acceptance to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Platform, an email to the address we have on file, or a message in your Account.

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Other Terms, Conditions, and Policies

This Agreement applies exclusively to your access to, and use of, the Platform and does not alter in any way the terms or conditions of any other agreement you may have with us for services, programs, or otherwise. Additional terms, conditions, and/or policies may apply to use of specific portions of the Platform and are included as part of this Agreement, whether they reference this Agreement or not.

Other types of agreements and policies that you may be subject to include, but are not limited to:

  • Policies for retailers, distributors, and other vendors
  • Event Organizer terms and conditions
  • Privacy policies

Other policies and agreements are found by navigating the Platform, typically by checking website headers and footers and by reviewing hyperlinked terms at the point of sale.

Any surveys, sweepstakes, contests, coupons, rebates, or other promotions made available through the Platform may be governed by specific rules that are separate from this Agreement. By participating in any such promotion, you will become subject to those rules, which may vary from the terms set forth herein and which, in addition to describing such promotion, may have eligibility requirements, such as certain age or geographic restrictions. It is your responsibility to read the applicable rules to determine whether your participation, registration, submission, and/or entry are valid; you agree to read and abide by the applicable rules.

We have also adopted a Privacy Policy that you should refer to in order to fully understand how we use and collect information. To learn about our privacy practices, please refer to our Privacy Policy.

Should we employ you, none of the materials provided on the Platform constitute or should be considered part or of an employment contract or an offer for employment.

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Important Legal Terms

Termination

The Platform and this Agreement are in effect until terminated by you or us. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Platform, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information and any Account information or other Platform credentials to us using the information in the Contact Us section. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Platform or any of their features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected from liability for these actions under the Communications Decency Act, 47 U.S.C. § 230.

The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination: (i) you must destroy all Content obtained from the Platform and all copies thereof; (ii) you will immediately cease all use of and access to the Platform; (iii) we may delete or disable access to any of your User Content at any time; and (iv) we may delete your Account at any time. You agree that if your use of the Platform is terminated pursuant to this Agreement, you will not attempt to use the Platform under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Platform after termination will be a violation of this Section, which survives any termination.

Even after the termination of this Agreement, your Account, or access to the Platform, any User Content you have posted or submitted may remain on the Platform indefinitely.

Disclaimer of Warranty

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE CONTENT AVAILABLE ON THE PLATFORM OR ANY OTHER SITES LINKED TO OR FROM THE PLATFORM. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN RISK. THE PLATFORM AND CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

YOU ARE RESPONSIBLE, AT YOUR SOLE COST AND EXPENSE, FOR PROVIDING ALL EQUIPMENT NECESSARY TO ACCESS THE INTERNET AND/OR THE PLATFORM. THE PLATFORM MAY BE UNAVAILABLE FROM TIME TO TIME FOR ANY REASON INCLUDING, WITHOUT LIMITATION, ROUTINE MAINTENANCE. IN ADDITION, VARIOUS PORTIONS OF THE PLATFORM MAY OPERATE SLOWLY FROM TIME TO TIME. YOU UNDERSTAND AND ACKNOWLEDGE THAT DUE TO CIRCUMSTANCES BOTH WITHIN AND OUTSIDE OF THE CONTROL OF US, ACCESS TO THE PLATFORM MAY BE INTERRUPTED, SUSPENDED OR TERMINATED FROM TIME TO TIME. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PLATFORM AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE PLATFORM..

Limitation of Liability

WE AND OUR AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS OUR AGENTS, SUPPLIERS, SERVICE PROVIDERS AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE PLATFORM, CONTENT, OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.

RELEASEES WILL ALSO NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

BY PARTICIPATING OR USING THE PLATFORM, YOU AGREE THAT ANY LEGAL, EQUITABLE, OR OTHER CLAIM OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART OUT OF OR OTHERWISE RELATED TO THE PLATFORM MUST BE SERVED AND FILED WITHIN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED. YOU ACKNOWLEDGE AND AGREE THAT THIS ONE (1) YEAR CONTRACTUAL LIMITATIONS PERIOD IS NOT SUBJECT TO TOLLING AND MAY BE SHORTER THAN THE DEFAULT STATUTE OF LIMITATIONS THAT WOULD OTHERWISE APPLY. AFTER SUCH ONE (1) YEAR PERIOD, THE AFFECTED CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED, AND THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE AFFECTED CLAIM OR ACTION IS BASED SHALL BE DEEMED INCONTESTABLE.

Indemnity

You agree to indemnify, defend, and hold us and the Releasees and all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys' fees) or other expenses that arise directly or indirectly out of or in connection with: (i) your breach of any provision of this Agreement; (ii) your activities in connection with the Platform and any Event; and (iii) User Content or other information you provide to us through the Platform. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Consent to Communication

When you use the Platform or send communications to us through the Platform, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Platform. We may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting User Content, creating an Account, or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.

Assignment

We may assign this Agreement at any time with or without notice to you. You may not assign or sublicense this Agreement or any of your rights or obligations under this Agreement without our prior written consent.

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Government End Users

Products or services provided under this Agreement are designed and intended for use by non-government entities and individuals. Use by or on behalf of a Government End User as defined under 15 C.F.R § 772.1 is strictly prohibited and requires prior written authorization from us. If authorization is granted by us, the authorized Government End User must abide by applicable regulations, including but not limited to regulations in 48 C.F.R Chapter 1 and 41 C.F.R §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a).

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Disputes, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.

Agreement to Arbitrate

You and we agree that any dispute, claim, or controversy, including those known or unknown that may be later discovered, arising out of or relating to this Agreement, other agreements on the Platform, or the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by binding arbitration in Raleigh, North Carolina before one arbitrator or submitted to small claims court in Mecklenburg County, North Carolina. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules.

No Class Actions

YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Seeking Arbitration

If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice"). The Notice to us must be addressed to: Fastbreak Al, 5260 Parkway Plaza Blvd, Suite 116, Charlotte, NC 28217. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account.

A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.

Hearing

If your claim is for $10,000 US Dollars (USD) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds $10,000 USD, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator's decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

Award

In the event arbitration awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay your awarded damages or $2,500 USD, whichever is greater (“Award”).

Injunctive Relief

Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality

You and we shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Coordinated Proceedings

If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims"), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and our counsel shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. Counsel for the individuals in the Test Cases will use reasonable efforts to keep the individuals who are not participating in the Test Cases informed regarding the contents, deliberations, and potential outcomes of the Test Cases, subject to reasonable confidentiality restrictions. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer for the claims. Both parties will use reasonable efforts to ensure each and every outstanding claim is resolved. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us. Individuals bringing Coordinated Claims shall be responsible for up to US $250 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.

Governing Law and Rules

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, exclusive of conflict or choice of law rules. You and we acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

Severance of Arbitration Agreement

If the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures is or becomes invalid or unenforceable, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying or otherwise describing the arbitration agreement shall be severed from this Agreement. However, any duty of confidentiality, whether or not such duty is connected with arbitration, shall survive such severance.

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Terms for Users in Certain Geographic Locations

New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and (iv) under Disputes, Arbitration, and Class Action Waiver and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 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." By using this Platform, you agree that these California Civil Code Section 1542 protections no longer apply to you.

International Users

The Platform may only be available in the territory to which the Platform is directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE INFORMATION AND OTHER MATERIALS PROMOTING THE SERVICES AS IDENTIFIED ON THE PLATFORM, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE PLATFORM IS DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. If you choose to access the Platform, you do so on your own initiative and at your own risk, and you are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports.

Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts. This Agreement does not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THIS AGREEMENT, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THE UNITED STATES AND RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the Platform's availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion. This Agreement, as well as all other documents related to it, including notices and correspondence, will be in the English language only.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOU, AND SUPERSEDE CONFLICTING TERMS IN THE AGREEMENT, IF YOU ARE A RESIDENT OF THE NAMED JURISDICTION OR TO THE EXTENT REQUIRED BY APPLICABLE LAW:

CANADA

L'acheteur confirme son intention expresse que cet accord, ainsi que tous les documents connexes, soient rédigés en langue anglaise uniquement, y compris tous les avis et la correspondance.

Quebec Customers: For Quebec customers (or customers from other Canadian provinces where applicable) we will, if required, at least thirty (30) days before the amendment comes into force, send a written notice drawn up clearly and legibly, setting out the following: (i) the new clause only, or the amended clause and the clause as it read formerly; (ii) the date of the coming into force of the amendment; and (iii) the customer's right to refuse the amendment and rescind; or, in the case of a contract involving sequential performance where the amendment entails an increase in the customer's obligations or a reduction in our obligations, the customer may cancel the contract without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force.

Dispute Resolution: The arbitration requirements of this Agreement will not apply to you if any such provision is unenforceable under the laws of your Canadian province of residence.

Cancellation Rights: Residents of certain provinces may have the right to cancel the provisions of certain purchases as required by local law. We will honor such cancellation rights.

Privacy and Consumer Complaints: Under relevant consumer protection laws, you are entitled to the following consumer rights notice: If you have a question or complaint regarding the Platform, please send an e-mail to info@fastbreak.ai. You may also contact us by writing to 5260 Parkway Plaza Blvd, Suite 116, Charlotte, NC 28217.

EUROPEAN UNION

Children: You may not use the Platform if you are under the age of sixteen (16).

Exceptions to Liability Limitations: Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EUROPEAN UNION AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU/524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU); THE AGREEMENT TO ARBITRATE IN THE AGREEMENT WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

UNITED KINGDOM

Children: You may not use the Platform if you are under the age of sixteen (16).

Exceptions to Liability Limitations: Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE UNITED KINGDOM AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (OR ANY SUCCESSOR TO THESE ENACTED BY THE UK POST BREXIT). THE AGREEMENT TO ARBITRATE IN THIS AGREEMENT WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

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Contact Us

If you have questions about this Agreement, or if you have technical questions about the operation of the Platform, please contact us at:

Mailing Address: 5260 Parkway Plaza Blvd, Suite 116, Charlotte, NC 28217

Phone Number: +1 (704) 709-9393

Email

Contact Form

If you have any questions or comments about our company or have other customer service needs, please contact our customer service representatives using the information above.

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