Terms of Service - Realkick App

BLUE WOLF APPLIED TECHNOLOGY, INC.

GENERAL TERMS OF SERVICE

Revised and Effective as of: February 1st, 2023

These General Terms of Service (including all of our other terms and policies referenced herein, these “General Terms”) constitute a legal agreement between Blue Wolf Applied Technology, Inc. (“Blue Wolf”, “we”, “us”, or “our”) and you, regardless of your corporate form or if you are an individual, and it governs your use of, and dealings with us, any of our products and/or services, including our website (https://www.realkick.com), Platform (as defined below), and integrated services (collectively, the “Blue Wolf Services”). For the purposes of these General Terms, the terms “you”, “your”, “yourself” and “User” means you as the user of the Blue Wolf Services.

Please read each of the provisions in these General Terms carefully as these General Terms form a legally binding agreement between you and us. By using the Blue Wolf Services, you are agreeing to these General Terms. If you do not agree with these General Terms, please do not download, install, access, or use the Blue Wolf Services. If you are under age eighteen (18), you may only use the Blue Wolf Services with the consent of your parent or legal guardian, who must accept these General Terms on your behalf. Please be sure your parent or legal guardian has reviewed and discussed these General Terms with you.

BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE BLUE WOLF SERVICES, BY PURCHASING ANY SUBSCRIPTION PLANS TO THE SAME, OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE GENERAL TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE GENERAL TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING TESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE GENERAL TERMS; (D) YOU ARE AGREEING THAT THESE GENERAL TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE BLUE WOLF SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE GENERAL TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE GENERAL TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU ARE ENTERING INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE GENERAL TERMS, AND REFERENCES TO “YOU” AND “YOUR” IN THESE GENERAL TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

ARBITRATION NOTICE: THESE GENERAL TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND BLUE WOLF AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BLUE WOLF WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Additional Terms for the Blue Wolf Services. Additional terms and conditions (collectively, the “Additional Terms”) may apply to certain software Platform and accompanying services offered by Blue Wolf (the “Platform”), Subscription Plans (as defined below), and other Blue Wolf Services. These Additional Terms are governed by, and subject to, these General Terms. Additional Terms are either expressly referenced in these Terms or will be made available to you for your review and acceptance before you purchase, subscribe to, access, or use the Platform, Subscription Plans, or other Services to which such additional terms apply. It is your responsibility to review the Additional Terms for the Platform, Subscription Plans, or other Blue Wolf Services (if and as applicable) before you register for, purchase, subscribe to, access, or use them. Your use of the Blue Wolf Services constitutes your agreement to be bound by the most current Additional Terms that are applicable, which we may amend from time to time in accordance with these General Terms. In the event of any conflict between these General Terms and such Additional Terms, the Additional Terms shall control, but only with respect to the Platform, specific Subscription Plan, or other Blue Wolf Service that is the subject of such Additional Terms.

Additional Terms for the Platform currently available as part of the Blue Wolf Services are provided for your review at the links below. Any changes to these Additional Terms are governed by Section 2 (Changes to These General Terms) below. We may add future services and further Additional Terms by updating this listing or by otherwise making them available to you through one or more applicable websites or other communications.

Privacy Policy: https://www.realkick.com/wp-content/uploads/2022/03/privacy-policy-20211220v1.pdf
Service Provider Terms and Conditions: Page 17
Customer Terms and Conditions: Page 25
Mobile Application End User License Agreement: Page 29

2. Changes to these General Terms.

2.1 Changes to these General Terms and Additional Terms. These General Terms specifically incorporate all Additional Terms that are referenced herein, including but not limited to, any applicable pricing terms and privacy policies. We may revise and update these General Terms from time to time in our sole discretion. In such a case, we will provide you with advance notice of such changes (either via the Blue Wolf Services, through your account, or through the contact information that you associate with your account).

2.2 Effective Date of Changes. Changes to these General Terms become effective on the date on which we post them, which is the date appearing next to the label “Effective as of” or “Revised and Effective as of” at the top of these General Terms (the “Terms Revision Date”). You are provided links to review the most current version of these General Terms at any time on our website, before you purchase a Subscription Plan to any Blue Wolf Services, and vital links made available to you before logging into your account to access and use the Blue Wolf Services. You acknowledge and agree that registering for, purchasing subscriptions to, logging into, accessing, or using the Blue Wolf Services after any Terms Revision Date indicate your acceptance to the version of the General Terms in effect on that date, which are binding upon you. Without limiting the foregoing, any changes to the section titled “Dispute Resolution” do not apply to any claims or disputes of which you or we have actually notified the other on or prior to the date the change becomes effective and binding on you as described in this Section.

2.3 Withdrawal of Acceptance. If, within ten (10) calendar days of the Terms Revision Date (the “Acceptance Withdrawal Period”), you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of the withdrawal of your acceptance in accordance with the section titled “Notices” hereof. Upon our receipt of your written notice of the withdrawal of your acceptance, your rights to use all Blue Wolf Services shall terminate immediately, we will terminate your access to the same, and the provisions of the section titled “Effect of Termination” shall apply hereto.

2.4 Notification of Withdrawal. You are solely responsible for properly and timely notifying us of the withdrawal of your acceptance to amendments to these General Terms within the Acceptance Withdrawal Period. If you do not notify us of the withdrawal of your acceptance to any amendments to these General Terms within the Acceptance Withdrawal Period, then you will be deemed to have accepted the updated General Terms including all amendments, and the updated General Terms will control, from the latest Terms Revision Date going forward.

3. Changes to the Blue Wolf Services.

3.1 Depreciation of Core Functionality. From time to time, we may delete, remove, and/or modify features and functionalities of the Blue Wolf Services as we deem necessary or desirable in our sole business discretion. However, if you have already prepaid fees to us and/or committed to an annual (or multi-year) Subscription Period for future use of the Blue Wolf Services and a deletion and/or modification removes a core functionality of the Blue Wolf Services, then you may terminate your use of the Blue Wolf Services and receive a refund of a pro-rated portion of any unused prepaid fees paid to us (if any) by giving written notice to us, in accordance with the section titled “Notices” hereof, within thirty (30) days after the core functionality was deleted, which right of termination and refund (if any) will be your sole and exclusive remedy for any changes to the features or functionalities of the Blue Wolf Services. We shall have the sole and final right to make a determination as to whether or not any functionality or particular service is deemed “core functionality” of the Platform may be specified in the applicable Additional Terms.

3.2 New Functionality. From time to time, we may add, augment, or improve certain features, and functionalities of the Platform as well as the Blue Wolf Services as we deem necessary or desirable in our sole business discretion. With respect to new or additional features and functionalities, Additional Terms and/or fees may apply to these features. If you elect to use such new features after notice of such Additional Terms and/or fees constitutes your consent to such Additional Terms and fees, which will become part of these General Terms (and if such additional terms conflict with other terms of these General Terms, they will control with respect to such new or additional features).

4. Your Account.

4.1 Registration. To use the Blue Wolf Services, you must provide all information we reasonably request to establish, register and confirm your account (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of the Blue Wolf Services) confidential and disclose them only on a “need-to-know” basis.

4.2 Account Information. As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide Blue Wolf Services or to perform under (or to exercise our rights under) the General Terms. We have the right to refuse your registration or suspend or terminate your use of Blue Wolf Services if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.

4.3 SMS & MMS Message Updates. By using the Platform, you expressly grant to us your consent and authorize us to send SMS and/or MMS messages (the “Messages”) to the mobile telephone number you have provided (whether using an automatic system or otherwise). As part of the Blue Wolf Services, we may send you Messages to notify you of information that may be relevant and applicable to you. You understand that your mobile phone service provider may charge you fees for Messages that we send you, and you agree that we shall have no liability for the cost of any such text Messages. You are not required to authorize the Messages to utilize the Platform, and you may withdraw your consent at any time from non-emergency Messages.

5. Permission to Use the Blue Wolf Services.

5.1 License to Blue Wolf Services. Subject to all terms and conditions of these General Terms, including without limitation any registration requirements and compliance with any Additional Terms applicable to Blue Wolf Services, we grant you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to access and use available features of the Platform and the Blue Wolf Services in accordance with all terms and conditions of these General Terms, and only during the Term.

5.2 Restrictions on Use. You agree not to make any other use of the Platform or Blue Wolf Services that is not specifically permitted in these General Terms without our prior express consent in writing. Without limiting any other terms of these General Terms, you agree that you will not directly or indirectly: (i) engage in any act not expressly permitted by these General Terms, or access or use the Blue Wolf Services in violation of these General Terms or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Blue Wolf Services or your right to access or use the Blue Wolf Services to any third party in any way (unless we have given you express permission in writing to do so); (iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of the Blue Wolf Services or any portion thereof (including any content that is not Your Content), or decompile, reverse assemble, or otherwise reverse engineer the Blue Wolf Services or any portion thereof, except to the extent as may be expressly permitted by law and authorized hereunder; (iv) attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of, the Blue Wolf Services or any information accessible thereby (including information of third parties) or any systems or data of us or a third party; or (v) use Blue Wolf Services to process, store, transmit or receive any information or materials if prohibited under these General Terms or by applicable laws, rules or regulations. THIS PARAGRAPH WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

6. Ownership; Your Content.

6.1 Ownership. You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including all related Intellectual Property rights, in and to the Blue Wolf Services, all content in or on the Platform (other than Your Content, as defined below), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in these General Terms, and you agree that you will not, and will cause all of Your Users to not, make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by the terms and conditions of these General Terms. All names, logos, other product and service names, trademarks, service marks and logos associated with us or Blue Wolf Services are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever. This Section does not limit any rights or remedies we may have under any applicable laws, rules and regulations. As used in these General Terms, “Intellectual Property” means any and all of the following arising pursuant to the Laws of any jurisdiction throughout the world: (a) trademarks, service marks, trade names, and similar indicia of source of origin, all registrations and applications for registration thereof, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights and all registrations and applications for registration thereof; (c) trade secrets and know-how; (d) patents and patent applications; (e) internet domain name registrations; and (f) other intellectual property and related proprietary rights.

6.2 Feedback. During the Term of these Service Provider Terms, you may provide or disclose to us submissions, comments, ideas, suggestions, concepts, or techniques in connection with the Platform or Blue Wolf Services (collectively, “Feedback”).

(a) You hereby agree to assign all right, title, and interest in all Feedback, including all Intellectual Property rights therein and thereto, exclusively to Blue Wolf without any attribution or compensation to you. The assignment shall automatically grant Blue Wolf the right to exploit the Feedback for any purpose whatsoever and in anyway it deems appropriate, without limitation, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use the Feedback, and you have no right to the Feedback or compel Blue Wolf to use, license or sell such Feedback.

(b) To facilitate assignment of the Feedback, you agree to diligently coordinate between any and all necessary parties, including, but not limited to your Authorized Users, parents, and affiliates, in order to timely sign any additional documents that may be necessary to transfer and assign any rights of inventorship or authorship associated with the Feedback to Blue Wolf. Moreover, during Blue Wolf’s prosecution and registration of any intellectual property rights associated with the Feedback, signatures may be required from you, your or your Authorized Users, parents, or affiliates. You agree to diligently coordinate between any and all necessary parties in order to timely sign any additional documents that may be necessary for the prosecution and registration of the intellectual property rights. In the event that you, your Authorized Users, parents, or affiliates do not cooperate in the transfer or are unobtainable, Blue Wolf reserves the rights to file any patent, trademark or copyright applications under its own name, citing your failure or unavailability to abide by the terms of this section. With the execution of these Service Provider Terms, you grant Blue Wolf an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, assignable, transferrable, unlimited license to the Feedback set to expire when the assignment to any intellectual property rights associated with the Feedback has been executed by you and all required parties and permits are finalized. You agree that Blue Wolf’s provision of the Blue Wolf’s Services to you constitutes sufficient consideration for the assignment hereunder.

6.3 Data Storage Providers. You acknowledge and agree that your data may uploaded to, downloaded from, accessed, compiled, or generated via the use of the Platform may be stored and managed by or with the assistance of one or more third-parties who provide electronic storage, hosting, or data management services and who may host and manage files or data in connection with the Platform (“Data Storage Providers”).

6.4 Availability and Data Disclaimer. BLUE WOLF EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY PLATFORM UNAVAILABILITY OR DOWNTIME, BREACH OF PRIVACY, UNAUTHORIZED ACCESS OF DATA BY A THIRD PARTY (INCLUDING ACCESS TO YOUR PRIVATE INFORMATION OR CONFIDENTIAL DATA OR INFORMATION), OR LOSS OF YOUR CONTENT.

6.5 License in Your Content and Related Data. As used in these General Terms, “Your Content” means any and all materials, data, and information that you upload, deliver, store, transmit, make available, or grant access (or causes to be delivered, made available or access to be granted) to us or the Blue Wolf Services (i) in connection with our performance hereunder or your use of the Blue Wolf Services or (ii) that are utilized in connection with, or incorporated into, the Blue Wolf Services. To the extent that we need to utilize Your Content to provide or make available the Blue Wolf Services to you, you agree and acknowledge that we are entitled to rely fully on all of Your Content and we have no obligation to investigate or verify any such information for accuracy, completeness, compliance with applicable third party policies, term or condition or compliance with applicable laws, rules and regulations. That being said, we have no obligation to perform where Your Content provided is incomplete for the purposes needed (as determined by us) or does not comply with these General Terms.

(a) To enable us to perform under this Agreement, you grant to us a non-exclusive, worldwide, royalty-free, assignable, transferable and sub-licensable (at multiple levels) right and license, effective for the term of these General Terms, to use, reproduce, disclose, adapt, translate or transform, publish, distribute (internally and externally), perform and publicly display copies of, and prepare derivative works based upon, Your Content and derivatives thereof, and authorize our vendors, suppliers, agents, and sub-contractors to do any of the foregoing, only as reasonably necessary to use Your Content in connection with Blue Wolf Services, solely for the performance of our obligations hereunder, and to provide Blue Wolf Services to you, regardless of the form, medium, or technology being employed to provide Blue Wolf Services. You hereby represent, warrant and covenant to us that: (i) prior to delivering or making available Your Content to us or using it in connection with Blue Wolf Services, you have obtained or will obtain from all owners or proprietors of any and all of Your Content all rights in, and consents of third parties with respect to, Your Content reasonably necessary for us and our agents and subcontractors to lawfully perform hereunder and to do all acts related thereto described in these General Terms (including exercising any licenses granted hereunder); (ii) you will maintain all rights and consents set forth at subsection for so long as any license granted to us survives; and (iii) Your Content (together with its storage, handling, or transmission) does not violate any laws, rules, or regulations applicable to you, Your Content, or to us.

(b) Further, you also grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sub-licensable (at multiple levels) right and license to use and disclose the information contained in or derived from Your Content or Related Data (defined below), on an anonymous (de-identified) basis only (on an aggregated or un-aggregated basis), for statistical, analytical, research, marketing, product/service improvement, and similar purposes. “Related Data” means data or information associated with or arising out of Your Content or your or any of Your User’s use of Blue Wolf Services (including without limitation data associated with usage of, requests made to, and responses generated in connection with, Blue Wolf Services).

(c) Notwithstanding the above license grants, we do not sell, trade, share, or provide access to any of your or Your Users’ personal information to any third parties except in those limited circumstances set forth below, and only to the extent reasonably necessary:

(i) To provide you with information, products or services that you request from us for which we utilize third-party products or services;

(ii) To provide you with notices about your Account with us or to notify you of changes with our products or services;

(iii) To facilitate any actions that you initiate or are involved in through Blue Wolf Services that involve third parties or third party products or services;

(iv) To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;

(v) To allow you to participate, at your request, in interactive features through the Blue Wolf Services that involve third parties or third party products or services;

(vi) To fulfill a specific purpose for which you provide it; or

(vii) As otherwise provided in our Privacy Policy, available at [https://www.realkick.com/wp-content/uploads/2022/03/privacy-policy-20211220v1.pdf]

TO THE EXTENT ANY OF YOUR CONTENT OR RELATED DATA CONSISTS OF PERSONAL INFORMATION (DATA THAT IDENTIFIES OR COULD BE USED TO IDENTIFY YOUR OR YOUR USERS’ INDIVIDUAL IDENTITIES), THEN OUR RIGHTS TO USE OR SHARE THAT DATA UNDER THIS SECTION WILL ALWAYS REMAIN SUBJECT TO THE TERMS OF OUR PRIVACY POLICIES AND COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS.

Neither we nor any of our sublicensees will have any duty to compensate or account to you or Your Users for or in connection with the exercise of any of the foregoing rights. THIS SECTION WILL SURVIVE THE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

7. Prohibited Activities, Information, and Materials.

(a) We reserve the right to, at any time, suspend or terminate your account or your use of Blue Wolf Services, or refuse, delete, remove or disable access to any information or materials (including Your Content as defined elsewhere in these General Terms), WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with these General Terms, or if we determine, in our sole discretion, that the information or materials is unacceptable to us or could lead to liability on our part to any third party. WITHOUT LIMITING ANY OTHER TERM IN THESE GENERAL TERMS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT USE BLUE WOLF SERVICES IN CONNECTION WITH ANY ACTIVITIES, OR PROVIDE US WITH, ANY INFORMATION, OR MATERIALS (INCLUDING YOUR CONTENT AS DEFINED ELSEWHERE IN THESE GENERAL TERMS), THAT MEETS ANY OF THE FOLLOWING CRITERIA:

(i) Transmission of any advertising or promotional material (except as specifically permitted by all of the terms applicable to Blue Wolf Services and applicable laws, rules and regulations) or unsolicited bulk email, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;

(ii) Relates to a good, service or activity, that we do not expressly allow (or that we expressly prohibit);

(iii) Is defamatory, harassing, indecent, obscene, offensive, false or misleading, threatening, abusive, invasive of privacy or hateful (as determined in our reasonable discretion);

(iv) Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity or age;

(v) Does not comply (or whose processing, storage, transmission, receipt, offering, sale, import, export or transport does not comply) with all applicable laws, rules and regulations, promotes any illegal activity, or advocates, promotes or assists any unlawful act;

(vi) Misrepresents your identity;

(vii) Infringes or violates (or may be alleged to infringe or violate) any right of a third party (including intellectual property rights, contract rights, or privacy, publicity or other personal rights);

(viii) Is subject to, or would subject us to, data privacy, import/export or other legal obligations or regulations anywhere in the world with respect to such information or material or any goods or services to which such information relates;

(ix) Is confidential or proprietary to a third party (unless you can demonstrate to our satisfaction that you have obtained all necessary rights and consents to provide the same to us and for us to fully perform and to exercise the licenses granted in these General Terms).

(b) YOU AGREE AND ACKNOWLEDGE THAT IT IS OUR POLICY IN APPROPRIATE CIRCUMSTANCES TO DISABLE AND/OR TERMINATE THE ACCOUNTS OF USERS WHO ARE REPEAT INFRINGERS OR ARE THE SUBJECT OF AN UNREASONABLE NUMBER (AS DETERMINED IN OUR DISCRETION) OF NOTICES OF CLAIMED INFRINGEMENT INVOLVING US OR BLUE WOLF SERVICES. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR OUR EXERCISE OR NON-EXERCISE OF THIS POLICY.

8. Electronic Communications; Connectivity.

8.1 Electronic Communications. You consent to the use and receipt of electronic communications and records related to your use of Blue Wolf Services or your account (which communications and records may include, without limitation, notices related to Blue Wolf Services requiring your attention, agreements and policies, and payment authorizations and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.

8.2 Equipment and Connectivity. Minimum hardware, software and connectivity requirements for you and Your Users to use any Blue Wolf Services and make and receive electronic communications, records and signatures include: (i) a valid email address and email client; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays files in commonly-utilized formats (e.g. PDF); (v) a computer or mobile computing device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.

8.3 Technical Issues. We have no liability for your inability to fully use any Blue Wolf Services types or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information, billing and payment information and other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE BLUE WOLF SERVICES.

9. Privacy Policy. Please refer to our Privacy Policy as updated from time to time, located at: [https://www.realkick.com/wp-content/uploads/2022/03/privacy-policy-20211220v1.pdf] or such other URL as we may provide from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Blue Wolf Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10. Copyright Policy.

(a) We honor copyright laws, including the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”). We, therefore, take reasonable steps to expeditiously remove from our Services any infringing material that it becomes aware of. If we become aware that you or one of Your Users has repeatedly infringed copyrights, we will take reasonable steps, within our power, to terminate your or Your Users’ account.

(b) We make it easy for you to report suspected copyright infringement. If you believe that anything on the Blue Wolf Services infringes a copyright that you own or control, please report it by filing a notice with our designated agent:

Blue Wolf Applied Technology, Inc.
Attn: Blue Wolf Copyright Agent
1450 Bouldercrest SE Road, Suite F4

North Atlanta, Georgia, 30316
email: [support@realkick.com]

Note – Do not use this email address for anything other than reporting copyright infringement, as such emails will be ignored.

(c) If you file a notice with Blue Wolf’s Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:

(i) Contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;

(ii) Identify the copyrighted work claimed to have been infringed;

(iii) Identify 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 let us locate the material;

(iv) Provide your contact information, including your address, telephone number, and an email address;

(v) Provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) Provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

11. Third Parties; Compliance with Third Party Policies and Terms.

11.1 Third Parties. THE PLATFORM IS A MARKETPLACE AND BLUE WOLF SERVICES ARE DESIGNED TO FACILITATE YOUR INTERACTIONS WITH THIRD PARTIES AND THE PURCHASE AND USE OF PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES. IN ADDITION, CERTAIN FEATURES OR FUNCTIONALITIES OF BLUE WOLF SERVICES MAY BE DEPENDENT ON ACTIONS OR PERMISSIONS OF THIRD PARTIES (FOR EXAMPLE, CERTAIN BLUE WOLF SERVICES MAY BE DEPENDENT ON THIRD-PARTY PERMISSIONS FOR US OR YOU TO CONTINUE PROVIDING OR USING FEATURES OR FUNCTIONALITIES IN CONNECTION WITH SUCH THIRD PARTIES).

11.2 Your Compliance with Third-Party Policies. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND ENSURING THAT YOUR USE OF THE BLUE WOLF SERVICES COMPLIES AT ALL TIMES WITH ALL POLICIES, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOU OR YOUR USE OF THE BLUE WOLF SERVICES IN CONNECTION WITH SUCH THIRD PARTIES. YOU WILL ENSURE THAT YOUR USE OF BLUE WOLF SERVICE WILL AT ALL TIMES COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS, AND WE HAVE NO RESPONSIBILITY TO VERIFY YOUR COMPLIANCE. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR ANY LOSS OR HARM YOU MAY SUFFER AS A RESULT OF YOUR FAILURE TO COMPLY WITH ALL SUCH POLICIES OR AGREEMENTS OR YOUR USE OF ANY BLUE WOLF SERVICES IN A MANNER THAT DOES NOT COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS.

11.3 Conditions on our Performance. ALL OF OUR OBLIGATIONS AND UNDERTAKINGS UNDER THESE GENERAL TERMS ARE SUBJECT TO ALL POLICIES, PERMISSIONS, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOUR OR OUR USE OF THE BLUE WOLF SERVICES WITH SUCH THIRD PARTIES, WHICH POLICIES, PERMISSIONS, TERMS AND CONDITIONS MAY BE CHANGED FROM TIME TO TIME BY THE APPLICABLE THIRD PARTY. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE THE BENEFIT OF AN AFFECTED BLUE WOLF SERVICE AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM. WE DO NOT WARRANT THAT ANY BLUE WOLF SERVICE IS OR WILL BE FULLY COMPLIANT WITH ALL SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS.

12. Termination; Effect of Termination; Suspension. These General Terms become effective on the date on which you log into or access the Platform, use the Blue Wolf Services, or otherwise indicate your agreement to these General Terms (whichever is earlier), and shall continue in full force and effect until terminated as set forth below (the “Term”).

12.1 Termination by You. You may terminate these General Terms and close your Account at any time, for convenience, by providing at least thirty (30) days advance notice to us. You may further terminate these General Terms and close your Account pursuant to a withdrawal of your acceptance to updates we make to these General Terms, provided however, that such termination is conducted pursuant to the section titled “Changes to General Terms” hereof.

12.2 Termination or Suspension by Us. Notwithstanding anything in these General Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your and/or any of Your Users’ access to or use of Blue Wolf Services, or to terminate these General Terms, immediately and without any liability to you in the event of (i) a breach of these General Terms by you (including failure to make any payment when due) or (ii) any of your acts or omissions that (a) would constitute a violation of these General Terms if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Blue Wolf Services (or the security thereof) or with any other user’s use of the Blue Wolf Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of Blue Wolf Services, our systems or resources. Further, we may terminate your account at any time, for convenience, by providing at least thirty (30) days advance notice to you.

12.3 Effect of Termination. Termination of these General Terms for any reason also terminates all of your rights to access your Account or use the Platform or any and all Blue Wolf Services. Additionally, termination does not relieve you of any payment obligations to us; accordingly, upon termination, any and all fees that are due to us shall be automatically accelerated and become due and payable immediately. We expressly reserve the right to withhold any of your funds in our possession and use the same to offset any amounts that you owe to us.

12.4 SURVIVAL. ANY PROVISIONS OF THESE GENERAL TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE GENERAL TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

13. Indemnity. YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR LICENSORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND OUR AND THEIR EQUITYHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):

(a) YOUR USE OR MISUSE OF THE BLUE WOLF SERVICES OR YOUR BREACH OF ANY PROVISION OF THESE GENERAL TERMS;

(b) ANY OF YOUR CONTENT, INCLUDING WITHOUT LIMITATION ANY CLAIM BY ANY THIRD PARTY:

(i) UNDER ANY LAW, RULE OR REGULATION THAT WOULD TREAT US AS THE AUTHOR, CREATOR, PUBLISHER, PROMOTER, OFFEROR, IMPORTER, EXPORTER, DESIGNER, MANUFACTURER, DISTRIBUTOR OR SELLER OF YOUR CONTENT;

(ii) THAT YOUR CONTENT (OR THE USE OF YOUR CONTENT BY ANY INDEMNITEE IN ACCORDANCE WITH THESE GENERAL TERMS) INFRINGES, VIOLATES OR MISAPPROPRIATES ANY RIGHT OF SUCH THIRD PARTY OR FAILS TO COMPLY WITH ALL APPLICABLE THIRD PARTY POLICIES, TERMS AND CONDITIONS AND ALL APPLICABLE LAWS, RULES AND REGULATIONS; OR

ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

14. Disclaimer of Warranties. YOUR USE OF THE BLUE WOLF SERVICES IS AT YOUR OWN RISK. THE BLUE WOLF SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THESE GENERAL TERMS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE BLUE WOLF SERVICES, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY BLUE WOLF SERVICES). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE BLUE WOLF SERVICES, THAT BLUE WOLF SERVICES OR THE COMPUTING ENVIRONMENT THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE BLUE WOLF SERVICES, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE BLUE WOLF SERVICES) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THESE GENERAL TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE BLUE WOLF SERVICES ARE APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU ACCESS OR USE THE BLUE WOLF SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS.

15. Limitation of Liability. THIS SECTION AND ALL OF ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

(a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

(i) ANY OTHER PROVISION OF THESE GENERAL TERMS TO THE CONTRARY NOTWITHSTANDING, OUR MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGE FOR WHICH WE ARE FOUND LIABLE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH THESE GENERAL TERMS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THESE GENERAL TERMS, OR ANY BLUE WOLF SERVICE FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, WILL BE LIMITED TO ACTUAL, DIRECT DAMAGES INCURRED BY YOU BUT IN NO EVENT WILL EXCEED, IN THE AGGREGATE FOR ALL LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THESE GENERAL TERMS, ANY AGREEMENT BETWEEN YOU AND US UNDER ANY PRIOR VERSION OR INSTANCE OF THESE GENERAL TERMS, OR THE BLUE WOLF SERVICES AT ANY TIME, THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE TOTAL NET AMOUNTS ACTUALLY RECEIVED BY US FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE ACT OR OMISSION GIVING RISE TO THE LIABILITY OCCURRED; AND

(ii) WE WILL NOT BE LIABLE TO YOU FOR LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, COVER DAMAGES, OR FOR ANY CLAIMS OR ACTIONS AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SAME. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR SPECIAL DAMAGES, GENERAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OR IMPROPER DISCLOSURE OF DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR HARM OF ANY TYPE WHERE SUCH LOSS, DAMAGE OR HARM WAS CAUSED BY OR RESULTED FROM, IN WHOLE OR IN PART, ANY ACT OR OMISSION OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION ANY WILLFUL MISCONDUCT, ILLEGAL ACT OR NEGLIGENCE OF A THIRD PARTY OR A THIRD PARTY’S FAILURE TO FULFILL ITS OBLIGATIONS AND DUTIES UNDER APPLICABLE LAW OR UNDER ANY CONTRACT WITH YOU OR WITH US.).

(b) ANYTHING IN THESE GENERAL TERMS TO THE CONTRARY NOTWITHSTANDING, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THESE GENERAL TERMS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WILL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF THESE GENERAL TERMS, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AGAINST US MORE THAN ONE (1) YEAR AFTER COMMISSION OF THE ACT OR OMISSION WHICH GAVE RISE TO THE CAUSE OF ACTION, DISPUTE OR CLAIM.

(b) YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIMITATION ON OUR LIABILITY IN THESE GENERAL TERMS (INCLUDING ANY PROVISION OF THESE GENERAL TERMS THAT STATES WHAT WE WILL HAVE LIMITED (OR NO) LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SUBJECT MATTER OF SUCH PROVISION), CONSTITUTES YOUR AGREEMENT TO RELEASE US, OUR LICENSORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND OUR AND THEIR EQUITYHOLDERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE EXTENT THAT THEY ALLEGE OR CLAIM ANY LIABILITY THAT HAS BEEN EXCLUDED OR DISCLAIMED OR THAT EXCEEDS THE AGREED-UPON LIMITATION.

(d) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

16. Arbitration, Class-Action Waiver, and Jury Waiver.

16.1 Applicability of Arbitration Agreement. You and Blue Wolf agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these General Terms or the use of the Blue Wolf Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Blue Wolf are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. For clarity: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these General Terms.

16.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Blue Wolf Applied Technology, Inc., ATTN: Arbitration Filing, 1450 Bouldercrest SE Road, Suite F4, Atlanta, Georgia 30316. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

16.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through JAMS and will be governed by their commercial arbitration rules, which are then in effect. If JAMS is not available to arbitrate, the parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

16.5 Fees. We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring, or if your claims seek less than $75,000 and you timely provided us with a Notice of Dispute. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.

16.6 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Blue Wolf. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the General Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Blue Wolf.

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

16.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 16.1.

16.9 Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

16.10 Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Blue Wolf.

17. Notices. We may deliver any notice required or permitted hereunder (i) via a notice appearing in your account or on the Blue Wolf Services or (ii) via electronic mail to your contact information on record with us in your account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Blue Wolf Services (for example, changes to your account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information). Otherwise, all notices to us under these General Terms (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) reputable national or international mail courier with proof of delivery. Our current address is:

Blue Wolf Applied Technology, Inc.

1450 Bouldercrest SE Road, Suite F4

Atlanta, Georgia 30316, USA

Attn: General Terms Notices

We may change this notice address by updating these General Terms or by listing a new address on the applicable Blue Wolf Services or website(s) associated with them. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

18. Miscellaneous. This Section and its subsections will survive termination of these General Terms for any reason.

18.1 Governing Law. The interpretation and enforcement of these General Terms, and any dispute related to these General Terms or the Blue Wolf Services, will be governed by and construed and enforced in accordance with the laws of State of Georgia, without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the Platform of the laws of any other jurisdiction.

18.2 Severability. If any provision of these General Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these General Terms will be unimpaired and these General Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

18.3 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in these General Terms, these General Terms may not be amended or modified except by a writing signed by you and us. You may not assign these General Terms or any of your rights or obligations without our prior written consent, and any attempt to do so will be void. We may freely assign these General Terms or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment or other divestiture of some or all of our assets or business that relate to all or any portion of the Blue Wolf Services), and you waive notice of such assignment.

18.4 Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Blue Wolf Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

18.5 Headings; Language. Section titles and headings in these General Terms are provided for convenience only and do not affect or limit the meaning or interpretation of the General Terms. The official language of these General Terms is English. In the event these General Terms are translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of these General Terms. All contract interpretations, notices, and dispute resolutions will be in English.

18.6 Links. If the Blue Wolf Services contain links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and will have no responsibility for them and no liability for any loss or damage that may arise from them or your use of them. If you decide to access any of the third-party sites or resources linked to any part or Platform of the Blue Wolf Services, you do so entirely at your own risk and subject to the terms and conditions of use for such sites or resources (including any applicable data privacy or security policies of such sites).

18.7 Entire Agreement. These General Terms sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in these General Terms, and are hereby rejected in advance.

18.8 Independent Contractors; No Other Beneficiaries. You agree and acknowledge that the relationship between you and us is that of an independent contractor, and nothing contained in these General Terms will be construed as establishing any employer/employee relationship, partnership or joint venture between you and us unless specifically stated otherwise in these General Terms. You have no authority to bind us to any legal obligation. There are no intended third-party beneficiaries of these General Terms, and nothing in these General Terms will be construed to create any rights enforceable by any person or entity other than you and us.

ADDITIONAL TERMS – SERVICE PROVIDER TERMS AND CONDITIONS

Revised and Effective as of: March 7th, 2022

These Additional Terms for Service Providers (these “Service Provider Terms”) apply to Users of the Blue Wolf Services and Platform who provide goods and services to other Users (each, a “Service Provider”). As used in these Service Provider Terms, “you”, “your”, “yourself” and “User” mean you as the Service Provider. These Service Provider Terms are governed by and subject to all general terms and conditions of service (“General Terms”) [Page 1] and become part of the Blue Wolf General Terms. The Blue Wolf Services described herein are a part of the General Terms. As such, Service Providers should read all references to the General Terms in these Service Provider Terms to include both these Service Provider Terms and all other applicable provisions of the General Terms. In the event of any conflict between these Service Provider Terms and the remainder of the General Terms, these Service Provider Terms will control, but only with respect to the Service Provider’s use of the Blue Wolf Services and Platform.

1. SERVICE PROVIDER ACCOUNT.

1.1 Provider Account. To utilize the Platform, you will be required to register for and open an account with Blue Wolf (the “Provider Account”). To create your Provider Account, you agree to complete and submit an application (the “Provider Signup Form”) that provides us with complete and accurate information about you that we reasonably request, including but not limited to:

(a) Your full, legal name;

(b) Government-issued identification;

(d) Telephone;

(e) Website (if applicable);

(f) Your social security number or individual tax identification number (to facilitate tax compliance);

(g) Bank account information (for payment of funds to you);

(h) Specific Provider Services that you offer; and

(i) Other information that we may reasonably require.

Additionally, if you are registering for your Provider Account on behalf of a legal entity, then you will also need to provide us with accurate information about your business, which may include:

(a) Company legal name and state of formation;

(b) Company formation documents;

(d) Mailing address for your company;

(e) Nature of your business activities and business description;

(f) Names of all company owners;

(g) Names of the Authorized Users representing the company; and

(h) Other information that we may reasonably require.

1.2 Service Provider Verification. You acknowledge and agree that, during the Term of these Service Provider Terms, we may request additional information in connection with your Provider Account, and to verify the beneficial ownership or control of the business (if and as applicable), validate information provided by you, verify the identity of the business owners or principals, and generally assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals (if and as applicable). You agree to promptly comply with all of our reasonable requests for additional information, and you acknowledge and agree that your failure to do so may result in suspension or termination of your Provider Account.

1.3 Background Checks. An important part of our business involves assisting Customers with finding and hiring individuals who may be required to interact with children and young adults. Therefore, as part of the registration process and the creation of your account, we may request that you (and your Authorized Users (as defined below) who will be using the Platform and providing services to Customers) submit to a background check before your Provider Account is activated. Upon our request, you agree to provide to us with all of the necessary information and to execute the required documents that we may reasonably require to conduct the background check. We may use the information and documents that you provide to obtain information about you or your Authorized Users from a consumer reporting agency, which will result in a consumer report (a “Background Report”). The Background Report may contain information regarding your criminal history and/or motor vehicle records, and may also contain other background information about you. As such, the Background Report may bear upon your character, general reputation, personal characteristics, and/or mode of living. We may, in its sole discretion, deny you registration for, or access to, the Provider Account on the basis of the information in the Background Report.

1.4 Authorized Users. As used in these Service Provider Terms, an “Authorized User” means the final user who (a) is a physical person; (b) is an officer, manager, employee, contractor, sub-contractor, agent or representative of Service Provider; and (c) is authorized by Service Provider to access the Service Provider’s Provider Account and use the Platform pursuant to the rights granted under these Service Provider Terms.

2. SERVICES. Subject to your acceptance of the terms set forth herein and for the duration of the Term, Blue Wolf provides you with the right to access the Platform and to utilize Blue Wolf Services.

2.1 Platform. Our Platform is an online marketplace that allows you and Authorized Users to list your services, including those relating to personalized training and improvement for athletes (collectively, the “Provider Services”) on the Platform, to interact with consumers (the “Customers”) who request additional information about the Provider Services, to book and schedule the procurement of the Provider Services, to manage your respective bookings, request and upload content relating to Provider Services rendered to Customers, and to accept payment for Provider Services rendered.

2.2 Posting of Provider Services Offerings. Once you register for your Provider Account and it has been activated, you and your Authorized Users will have the ability to post your Provider Services offerings (each, a “Posting”), which will be searchable and available to Customers via the Platform based upon parameters and search criteria that Customers select (for example: geographic area, type of good or service, or cost). We reserve the exclusive right to create, maintain, and enforce general and specific quality of content standards (the “Posting Standards”) for all Postings made via the Platform. We also may amend Posting Standards from time to time, in its sole discretion. In the event that any of your Postings are or become, in our sole opinion, non-compliant with the Posting Standards, we will provide you with notice of non-compliance and citing specific deficiencies, along with a reasonable period of time for you to make the appropriate changes/corrections to reach compliance with the Posting Standards. If you do not comply with our non-compliance notice in regards to the Posting Standards in the time period provided, we reserve the right to suspend or remove each of your non-compliant Postings.

2.3 Changes to Your Business. You agree to keep the information in your Provider Account current. You must promptly update your Provider Account with any changes affecting you, the nature of your Provider Services, business activities, your Authorized Users, beneficial owners, principals, or any other pertinent information. We may suspend your Provider Account or terminate these Service Provider Terms if, in our sole judgment, you fail to keep this information current.

2.4 Responsibility for Authorized Users. You are responsible for all activity occurring under your Provider Account and all acts and omissions of Authorized Users, including for Authorized User actions in connection with your Provider Account. You agree that any acts or omissions of Authorized Users that would constitute a breach of these General Terms or failure of a condition if committed by you will be deemed to be a breach of these General Terms or failure of such condition by you, and you will be responsible and liable for all such acts or omissions. THIS SECTION WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

3. USE OF PLATFORM. During the Term of these Service Provider Terms, you and your Authorized Users will have the ability to utilize Blue Wolf Services under the conditions set herein.

3.1 Listing Services. You agree that you shall only utilize the Blue Wolf Services for legitimate and lawful transactions. Our Platform solely provides a listing, marketing, communication, and payment mechanism, and Blue Wolf shall not be responsible for any of the Provider Services you or your Authorized Users provide to Customers. You acknowledge and agree that you are solely responsible for setting the prices of your Provider Services that you provide on the Platform. Further, you are solely responsible for any pricing discrepancy irrespective of where the error occurred. BLUE WOLF IS NOT A PARTY TO ANY AGREEMENT FOR THE PROVIDER SERVICES BETWEEN YOU AND ANY CUSTOMERS. ACCORDINGLY, BLUE WOLF HAS NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY UNDER ANY AGREEMENT FOR SERVICES THAT YOU REACH WITH ANY CUSTOMER. FURTHER, BLUE WOLF HAS NO RESPONSIBILITY WHATSOEVER FOR ANY OF YOUR, YOUR AUTHORIZED USERS, OR CUSTOMER ACTS OR OMISSIONS.

3.2 Transaction Accuracy. You acknowledge and agree that we are not and will not be able to determine if any particular payment made to you, refund made by you, or any other transaction made via the Platform is accurate or correct. You are solely responsible for ascertaining whether a transaction initiated by an Authorized User or by a Customer to you for your Provider Services is for the proper amount. You are solely and exclusively responsible for the amount of any refunds that you or any of your Authorized Users initiates via the Platform. Accordingly, you are solely responsible for any losses you incur due to erroneous transactions in connection with your Provider Account or your use of the Platform or any of the Blue Wolf Services.

3.3 Platform Use Restrictions. You shall not, and shall require your Authorized Users not to, directly or indirectly:

(a) Access or use the Platform or documentation beyond the scope of the rights granted to you hereunder;

(b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform, or any features, functionality, components, elements or parts of the Platform, to any third-party (who is not an Authorized User) for any reason without our prior written consent;

(c) Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Platform, Blue Wolf Services, or any part thereof;

(d) Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Platform, Blue Wolf Services, or any part thereof;

(e) Utilize the Platform, Blue Wolf Services, or any portion to design, build (or guide, instruct or train any third-party or algorithm to design or build) any product or service with functionality that is substantially similar to the Platform or that competes with Blue Wolf Services or the Platform;

(f) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Platform, or Blue Wolf Services;

(g) Copy the Platform or Blue Wolf Services in whole or in part; or

(h) Use the Platform or the Blue Wolf Services in violation of any government law, regulation or rule.

4. PRICING, TAXES, AND PAYMENT. We will collect all funds for transactions between you and Customers conducted via the Platform. We will retain funds owed to us by you for the Blue Wolf’s Services under these Service Provider Terms (collectively, the “Fees”) and will forward to you your portion of the funds received from Customers. In the event that you owe any Fees to us that have not been collected by us directly (or have been disbursed to you for any reason), you agree to promptly and timely pay us such the corresponding Fees.

4.1 Commission Fee. When a Customer books and pays for your Provider Services via the Platform, we shall be entitled to, and shall retain, our commission (the “Commission Fee”) in the percentage amount set forth in the ‘fees’ section of the Provider Signup Form. The Commission Fee shall be earned from the net total amount we actually receive from a Customer in a given transaction, less any Platform store, payment processing, or bank costs that are incurred.

4.2 Hot Deal Fee. From time to time, you may be offered the ability to offer special deals on your services (“Hot Deals”), of limited duration or amount, that will be made available to Customers via the Platform. Each Hot Deal that you offer must provide to Customers either a reduced price (from your regular pricing offered via the Platform) and/or a special bundle or combination of the Provider Services. Whenever a Hot Deal is purchased by a Customer, a different Blue Wolf commission rate (the “Hot Deal Fee”) shall apply to such Hot Deal, in the percentage amount set forth in the ‘fees’ section of the Provider Signup Form. The Hot Deal Fee shall be earned from the net total amount we actually receive from a Customer in a given transaction, less any Platform store, payment processing, or bank costs that are incurred.

4.3 Promoted Listing Fee. From time to time, you may be offered the ability to place Postings for your services in places within the Platform that are more visible and accessible to Customers (“Promoted Listings”). Promoted Postings may appear in a special section of the Platform, in prominent places in search results, near Postings of your competitors, or in other visible places that we deem appropriate. Whenever a Customer selects or clicks on your Promoted Listing, you will be charged a Promoted Listing Fee (the “Promoted Listing Fee”). The specific amount of the Promoted Listing Fee may vary based upon the type of services, geographic area, time of year, and other factors that we may establish in our sole discretion. We will provide you with specific pricing to you. You agree to pay the Promoted Listing Fee upon receipt of our invoice, which we will provide to you at least on a monthly basis. You further agree to provide us with your bank account, debit card, or credit card for payment, along with an authorization for us to charge or draw funds therefrom for the Promoted Listing Fees that you owe. Additionally, you acknowledge and agree that, in the event that any Promoted Listing Fees that you owe to us are unpaid, we have the right to withhold funds from the sale of your services made via the Platform and setoff those funds against the amounts you owe to us.

4.4 Reduced Fee Rates. We may, upon the creation of your Provider Account and subsequently from time to time thereafter, offer reduced Blue Wolf Fees to you, which will lower the rate of the Commission Fee (a “Reduced Commission Fee”) and the rate of the Hot Deal Fee (a “Reduced Hot Deal Fee” and together with Reduced Commission Fee, the “Reduced Fees”). The Reduced Fees and any corresponding rules or time limits will be set in the Provider Signup Form and/or in any subsequent communication or offer that we may provide to you. Upon the expiration of the time during which the Reduced Fees are in effect, all Fees will revert to the standard rate of Fees then in effect. We expressly reserve the right to modify or cancel any Reduced Fees that we offer or provide to you at any time and for any reason, upon written notice to you (which may be tendered via e-mail).

4.5 Add-Ons. In providing Customers with the Provider Services, you may have the ability to offer services to End Users for an additional fee (“Add-ons”). In the event that Customers purchase any Add-ons from you via the Platform, the applicable Commission Fees, Hot Deal Fees, and/or Reduced Fees shall apply. No Fees will apply for any Add-ons that Customers purchase from you directly outside of the Platform. If your Provider Services necessitate the purchase of any Add-ons, or if any are recommended or typically purchased, you agree to notify Customers of this need or recommendation, and provide the necessary information and pricing of the Add-ons to Customers in your Postings and/or immediately before a Customer completes a purchase.

4.6 Changes in Fees. We expressly reserve the exclusive right to amend the Fees from time to time, in our sole discretion. We agree to notify you at least thirty (30) days before a change in Fees takes effect.

4.7 Payment in U.S. Dollars. The Parties acknowledge and agree that all Fees payable to Blue Wolf shall be paid in U.S. Dollars.

4.8 Cancelations; Refunds.

(a) You agree to comply with the terms of our standard cancellation and refund policy (the “Cancellation Policy”). We reserve the right to amend our Cancellation Policy from time to time, with advanced notice to you. The Cancellation Policy is expressly incorporated herein and is an integral part hereof, and is available here: [https://www.realkick.com/cancellation-policy/]

(b) You will have the right to establish your own cancellation policy for each Provider Service that you offer via the Platform (the “Provider Cancellation Policy”), provided that any policy you set is compliant with our Cancellation Policy. You and your Authorized Users must comply with the Provider Cancellation Policy terms that you set and with our Cancellation Policy, and failure to do so may result in a suspension or termination of your Provider Account. Provider Cancellation Policies must comply with the terms of our Cancellation Policy, which will control in the event of any conflict between them.

(c) In the event that we tender payment to you for any services that are then (or that have been) duly cancelled by a Customer in in accordance herewith, you agree to promptly provide a refund to us for the amount of the refunded services.

4.9 Payment of Funds to You. You agree to provide us with a bank account into which we can deposit your portion of the funds that we collect from Customers for your services. You further acknowledge that payments from Customers are processed by Stripe, Inc. as the payment processor (the “Processor”). All funds paid by Customers are collected and stored by the Processor until released by us, after which time, the Processor will pay the corresponding funds to you in accordance with its terms of service (https://stripe.com/legal), which are incorporated herein by reference. Typically, funds will be paid to you by the Processor within one (1) business day of (a) you completing the Provider Services and (b) us releasing the corresponding funds, but such period of time may be longer, depending upon the Processor’s unique terms, requirements, and policies. You expressly agree to abide by all Processor terms. We expressly reserve the right, in our sole discretion, to withhold funds from you until you provide the applicable Provider Services to the corresponding Customers(s).

4.10 Taxes. You acknowledge and agree that you shall be solely and exclusively responsible for the payment of all taxes that may arise in connection with your use of the Blue Wolf Services and any funds paid to you, including but not limited to, sales, use, excise, payroll, franchise or any other taxes, whether national, federal, provincial, state, municipal, or local (collectively, “Taxes”).

4.11 Payment Method. By providing a payment method, such as for example, a bank account, credit card, or debit card, you expressly authorize Blue Wolf to charge the applicable Fees on said payment method or deduct the applicable Fees from said payment method at reasonable intervals as dictated by Blue Wolf’s normal procedures.

4.12 Late Payments. You acknowledge and agree that all late payments for Fees shall bear interest at the lesser of the rate of one and one half percent (1.5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly.

4.13 Effect of Non-Payment. We shall have no obligation to continue providing you with access to the Platform or provide you with Blue Wolf Services unless your Provider Account remains current, and all Fees are paid in accordance with the payment terms. In the event of non-payment, we reserve the right to pursue collections against you, including through the use of attorneys and third-party debt collector agencies. You expressly agree that you shall reimburse us for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

4.14 Abandoned Funds. If you leave any funds dormant in your Provider Account and you do not give us instructions where to send them, we may be required by law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Provider Account as abandoned, and will deliver them to the appropriate government authority. We shall not be liable for any Provider Accounts abandoned by you, or for any funds that were delivered to any government agency as the result of such abandonment.

4.15 Customer Complaints. Blue Wolf will notify you of any feedback, comments, issues, complaints, and problems that we receive from End Users about you, your services, your employees and your business generally. In the event of complaints or problems, you agree to diligently and promptly work with us and with the Customer directly to address and resolve any Customer problem, issue, or complaint (to the extent feasible). You agree to use your best efforts to reach a favorable and mutually-agreeable resolution with any Customer who has a problem, issue or complaint about the Provider Services that they ordered or purchased via the Platform.

5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.

5.1 Service Provider Warranties. You represent, warrant, and covenant that:

(a) You have all necessary rights and authorizations to enter into these Service Provider Terms and to utilize the Platform;

(b) You and/or any individuals executing these Service Provider Terms on your behalf have the necessary rights and authorizations to bind you and Authorized Users to the terms of these Service Provider Terms;

(c) You have the necessary rights and authorizations to bind Authorized Users hereto, and that you shall ensure that each Authorized User is contractually obligated to comply with the terms of these Service Provider Terms;

(d) Your use of the Provider Account and Platform shall, at all times comply with all applicable laws, statutes, and regulations;

(e) If you open a Provider Account, you are doing so for yourself and/or your company and not on behalf of any third-party; and

(f) Prior to initiating or participating in any transactions or transmitting any data through the use of your Provider Account or Platform, you certify that you have all of the necessary consents from, and that you provided all necessary disclosures to, the parties involved;

(g) You will not utilize the Platform to engage in unfair, deceptive, or abusive acts or practices;

(h) You and your Authorized Users have all of the necessary rights to any and all content that you or your Authorized Users upload or post via the Platform in connection with your Provider Account and any of your Postings; and

(i) You have all of the necessary skills, knowledge, and expertise to provide the Provider Services.

5.2 Service Provider’s Acknowledgements. You acknowledge that:

(a) In providing and delivering your Provider Services, you shall, at all times, maintain a direct relationship with Customers and we shall not be a party to that relationship. Accordingly, you are responsible for: (i) acquiring appropriate information and all consent that may be required from relevant parties for the purpose of providing services and receiving payment (ii) verifying identities of Customers or any other parties involved in any transaction you initiate through the Platform; and (iii) determining the Customers’ eligibility and authority to complete transactions.

(b) You are immediately responsible to us for all disputes, refunds, reversals, returns, or fines regardless of the reason or timing.

(c) You acknowledge and agree that you shall be fully liable for all losses you incur if an Authorized User or third-party gains access to your Provider Account and makes changes or takes any action without your authorization. We do not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be an Authorized User or a Customer you will be responsible for any resulting costs, including disputes, even if you do not recover the fraudulently obtained goods, services or funds. Even if we work with you to assist you or law enforcement in recovering lost funds, we will not be liable to you, or responsible for your financial losses or any other consequences of such fraud. We strongly encourage you to grant access to your Provider Account to Authorized Users only on an as-needed basis. We further encourage you to establish, enforce, and periodically review password, technology, and data security policies that are appropriate for your organization.

(d) We may issue a reversal for any charge, where a charge is made without the proper authorization, or that violates its terms of service, policies, the law, or for many other reasons. If we issue a reversal, whenever possible, we will provide you Notice and a description of the cause of the reversal.

(e) You are solely responsible for all instructions that you provide to us and any results therefrom with respect to transactions, routing, or return of funds.

(f) You are solely and exclusively responsible for reviewing your transactions and transaction history, and for immediately providing us Notice of any errors. We will investigate any reported errors, including any errors made by us or by third-party providers, and attempt to rectify them by crediting or debiting your Provider Account. Your chance of recovering of funds you have lost due to a transaction error will be very limited or even impossible if we did not cause the error. We will work with you and our third-party providers to correct any transaction errors; however, if you fail to submit Notice of a transaction error to us for our review within sixty (60) days after you discovered it, you waive your right to make any claim against us or our third-party providers for any amounts associated with the transaction error.

6. DISCLAIMERS AND LIMITATIONS OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER THAT ARISE OUT OF, OR THAT ARE IN CONNECTION WITH OR YOUR USE OF THE PLATFORM, INTERACTION WITH CUSTOMERS, OR PROVISION OF THE PROVIDER SERVICES TO ANYONE, INCLUDING, BUT NOT LIMITED TO: DAMAGE TO YOUR OR ANY THIRD PARTY’S REAL OR PERSONAL PROPERTY; LOSS OR THEFT OF ANY PERSONAL PROPERTY; PERSONAL INJURY OR DEATH, WHETHER INVOLVING YOU OR A THIRD PARTY; ANY ACT OR OMISSIONS OF A CUSTOMER, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSONS; OR ANY DATA BREACHES OR BREACH OF YOUR PRIVACY DUE TO AN ACT OR OMISSION OF A CUSTOMER.

ADDITIONAL TERMS – CUSTOMER TERMS AND CONDITIONS

Revised and Effective as of: March 7th, 2022

These Additional Terms for Customers (these “Customer Terms”) apply to Users of the Blue Wolf Services and Platform who purchase and receive goods and services from other Users (each, a “Customer”). As used in these Customer Terms, “you”, “your”, “yourself” and “Customer” mean you as the Customer. These Customer Terms are governed by and subject to all general terms and conditions of service (“General Terms”) [Page 1] and become part of the Blue Wolf General Terms. The Blue Wolf Services described herein are a part of the General Terms. As such, Customers should read all references to the General Terms in these Customer Terms to include both these Customer Terms and all other applicable provisions of the General Terms. In the event of any conflict between these Customer Terms and the remainder of the General Terms, these Customer Terms will control, but only with respect to your use of the Blue Wolf Services and Platform.

1. CUSTOMER ACCOUNT.

1.1 Blue Wolf Account. To utilize the Platform, you will be required to register for and open an account with us (the “Customer Account”). To create your Customer Account, you agree to complete and submit a registration form that provides us with basic and accurate information about you, which may include:

(a) Your first and last name;

(b) Your mobile telephone number;

(d) Your billing;

(e) Credit card, debit card or other payment method (your “Payment Method”) that Blue Wolf will utilize to collect payment from you for Provider Services that you request via the Platform; and

(f) Other information that we may require to offer and provide the Blue Wolf Services to you.

1.2 Responsibility for your Customer Account. You are responsible for keeping your Customer Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Customer Account, user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Customer Account so as not to provide third parties with Account credentials.

1.3 Customer Account Suspension or Termination. Blue Wolf has the right to disable any Account at any time if, in Blue Wolf’s sole opinion, you have violated any provision of these Customer Terms or if your continued use of the Platform may cause harm to Blue Wolf or to any other third party.

2.1 Platform. Blue Wolf’s Platform is an online marketplace that allows you to search for, identify, and locate, based upon search criteria that you select, providers of certain services (the “Service Providers”), including those relating to personalized training and improvement for athletes (the “Provider Services”). The Platform additionally allows you to compare prices, ratings, and availability of the Service Providers. Further, the Platform allows you to communicate with Service Providers, hire Service Providers, request and purchase Provider Services, and schedule and pay for the same.

2.2 Provider Services Disclaimer. BLUE WOLF IS A SOFTWARE COMPANY THAT OPERATES AN ONLINE MARKETPLACE TO CONNECT YOU WITH SERVICE PROVIDERS AND THE RESPECTIVE PROVIDER SERVICES OFFERED BY THEM. WE DO NOT OFFER, CURATE, PROVIDE, OPERATE, EVALUATE, CERTIFY, MONITOR, OR CONTROL ANY PROVIDER SERVICES WHATSOEVER, AND ACCORDINGLY, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY PROVIDER SERVICES OR THE QUALITY, TIMLINESS, OR ANY OTHER ASPECTS THEREOF.

2.3 Services Providers. All Service Providers are independent contractors who utilize the platform to offer their respective Provider Services through the Platform. We do not employ, train, manage, or exercise any control over individual Service Providers or the manner in which they conduct their own respective businesses. ACCORDINGLY, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS OF ANY SERVICE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT SERVICE PROVIDERS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR (A) THE PROVISION OF PROVIDER SERVICES, INCLUDING ALL ASPECTS OF QUALITY AND TIMELY DELIVERY THEREOF AND (B) THEIR OWN ACTS AND OMISSIONS AND THOSE OF ANY PERSONNEL THAT THEY EMPLOY IN THE PROVISION OF PROVIDER SERVICES.

3. PRICING AND PAYMENT.

3.1 Service Fees. Service Providers set the pricing for the Provider Services offered by them, and you will have the ability to view the price (the “Service Fee”) for each Provider Service prior to purchasing it. Upon selecting and purchasing Provider Services via the Platform, you expressly authorize Blue Wolf to withdraw funds from or charge your Payment Method (as applicable) for the amount(s) of corresponds to the Service Fees, plus any applicable taxes and convenience fees. If you have not provided a Payment Method at the time of your Customer Account creation, you will be required to provide it before you are able to purchase any Provider Services.

3.2 Subscriptions. We may, from time to time, offer one or more subscription plans for Provider Services (each, a “Subscription Plan”), pursuant to which, the corresponding services will be provided to you on a recurring basis, as set forth in the details for such Subscription Plan. You will have the ability to view the price (the “Subscription Fee”) for each Subscription Plan prior to purchasing it. Upon selecting and purchasing a Subscription Plan via the Platform, you expressly authorize Blue Wolf to withdraw funds from or charge your Payment Method (as applicable), on a recurring basis, in accordance with the timing set forth in the details of the corresponding Subscription Plan, for the amount(s) of corresponds to the Service Fees, plus any applicable taxes and convenience fees.

3.3 Payment Timing. You acknowledge that Service Fees and Subscription Fees (as applicable) are processed by Stripe, Inc. as the payment processor (the “Processor”). All funds paid by you for Provider Services are collected and stored by the Processor, in accordance with its terms of service https://stripe.com/legal), which are incorporated herein by reference. We will instruct the Processor to retain funds paid by you until the earlier of: (a) the date that the Provider Services you purchased are provided; or (b) the payment conditions for the Provider Services are otherwise met, as applicable. Thereafter, we will tender the Service Fees to the Service Provider, via through the Processor less our commission and fees, in accordance with our standard practices. You expressly acknowledge and agree to abide by all Processor terms.

3.4 Cancellation Policy.

(a) All Provider Services that you request and/or purchase through the use of the Platform are expressly subject to our standard cancellation and refund policy (the “Cancellation Policy”) in effect at the moment of your order and/or purchase. We reserve the right to amend our Cancellation Policy from time to time, with advanced notice to you. The Cancellation Policy is expressly incorporated herein and is an integral part hereof, and is available here: [https://www.realkick.com/cancellation-policy/]

(b) In addition to our Cancellation Policy, Service Providers may enact their own cancellation and refund policies and terms for the specific Provider Services offered by them (a “Provider Cancellation Policy”). Provider Cancellation Policies must comply with the terms of our Cancellation Policy, which will control in the event of any conflict between them.

(c) Both our Cancellation Policy and the Provider Cancellation Policy (if and as applicable) shall apply to any Provider Services you request or purchase via the Platform.

3.5 Subscription Termination.

(a) You may terminate your Subscription Plan at any time, by providing us with at least thirty (30) days’ advance notice of your desire to terminate the same.

(b) We may terminate your Subscription Plan at any time, by providing us with at least thirty (30) days’ advance notice of your desire to terminate the same.

(c) We may further terminate your Subscription Plan effective immediately if we determine that you are in breach of the General Terms or of these Customer Terms.

(d) Additionally, we may terminate your Subscription Plan effective immediately if the Service Provider you selected to provide Provider Services under the Subscription Plan (i) ceases providing the same; (ii) ceases offering Subscription Plans; (iii) terminates its relationship with us for any reason; or (iv) has its Provider Account terminated or suspended by us for any reason.

3.6 Refunds.

(a) We will provide you with a refund of the prepaid, unused, and unearned Services Fees and/or Subscription Fees paid by you (as applicable):

(i) as expressly set forth in our Cancellation Policy and/or the Provider Cancellation Policy (if and as applicable);

(ii) in the event that the Service Provider fails to provide to you the Provider Services that you purchased other than due to your acts or omissions, due to a Force Majeure event (in which case, you and the Service Provider agree to work in good faith to reschedule the provision of such Provider Services following the conclusion of the Force Majeure event); or

(iii) if your Subscription Plan is terminated pursuant to Section 3.5(b) or Section 3.5(d).

(b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.6(A) ABOVE, ALL AMOUNTS PAID BY YOU THROUGH THE PLATFORM FOR PROVIDER SERVICES ARE FINAL NON-REFUNDABLE. WE WILL NOT PROVIDE REFUNDS TO YOU FOR ANY REASON. IF YOU DESIRE A CANCELLATION OR A REFUND THAT IS OUTSIDE THE SCOPE OR TERMS OF OUR CANCELLATION POLICY, YOU MUST REQUEST IT DIRECTLY FROM THE SERVICE PROVIDER.

3.7 Additional Payment Terms. Payment of all Service Fees and Subscription Fees are due in advance, and we have no obligation to perform hereunder during any period in which all fees due have not been paid in full. Our fees do not include, and we are not responsible for, (i) any additional fees or charges imposed on you in connection with such payments by any financial institution, processor or intermediary, including interest charges, currency conversion fees or any processing fees, or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Blue Wolf Services. You are responsible for paying all of the foregoing, excluding only United States (federal or state) taxes based solely on our net income. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON.

4. DISCLAIMER OF WARRANTIES. WE MAKE NO REPRESENTATIONS WHATSOEVER AND DISCLAIM ANY AND ALL WARRANTIES IN CONNECTION WITH ANY SERVICE PROVIDERS THAT YOU MAY FIND, ENGAGE, HIRE, UTILIZE, INTERACT WITH, OR PAY THROUGH THE USE OF THE PLATFORM. FURTHER, WE MAKE NO REPRESENTATIONS WHATSOEVER AND DISCLAIM ANY AND ALL WARRANTIES AS TO THE SKILLSET, COMPETENCY, AVAILABILITY, OR ANY OTHER QUALITY OF ANY SERVICE PROVIDER OR OTHER PERSONNEL WHO MAY OFFER PROVIDER SERVICES THAT YOU MAY FIND, REQUEST, UTILIZE, INTERACT WITH, OR PURCHASE FOR THROUGH THE USE OF THE PLATFORM.

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER THAT ARISE OUT OF, OR THAT ARE IN CONNECTION WITH OR YOUR USE OF (OR INTERACTION WITH), ANY PROVIDER SERVICES OFFERED OR PROVIDED BY SERVICE PROVIDERS OR THEIR PERSONNEL, INCLUDING, BUT NOT LIMITED TO: DAMAGE TO YOUR OR ANY THIRD PARTY’S REAL OR PERSONAL PROPERTY; LOSS OR THEFT OF ANY PERSONAL PROPERTY; PERSONAL INJURY OR DEATH, WHETHER INVOLVING YOU OR A THIRD PARTY; ANY ACT OR OMISSIONS OF A SERVICE PROVIDER OR THEIR PERSONNEL, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSONS; OR ANY DATA BREACHES OR BREACH OF YOUR PRIVACY DUE TO AN ACT OR OMISSION OF A SERVICE PROVIDER OR THEIR PERSONNEL.

MOBILE APPLICATION END USER LICENSE AGREEMENT

ADDITIONAL TERMS OF SERVICE

Revised and Effective as of: March 7th, 2022

This End User License Agreement (this “EULA”) applies whenever you download, install, open, and use any downloadable software application offered, provided, or managed by Blue Wolf (each, a “Mobile App” and collectively, the “Mobile Apps”). The terms of this EULA further apply to you whenever you utilize a Mobile App to access and use any Blue Wolf Services. This EULA is governed by and is subject to all terms and conditions of our General Terms [Page 1], which are an integral part hereof. The Mobile App is a Module of the Blue Wolf Services for all purposes of the General Terms. As such, you should read all references to the General Terms in EULA to include both these EULA and all other applicable provisions of the General Terms. In the event of any conflict between this EULA and the remainder of the General Terms, this EULA will control, but only with respect to your use of the Mobile Apps.

BY DOWNLOADING, INSTALLING, LAUNCHING, ACCESSING, OR USING EACH BLUE WOLF MOBILE APP, OR BY CHOOSING THE BUTTON OR CHECKBOX OPTION TO “ACCEPT” THE EULA AND/OR THE GENERAL TERMS WHENEVER PRESENTED TO YOU, YOU INDICATE YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS EULA AND THE GENERAL TERMS AND AGREE TO BE BOUND BY AND COMPLY THEREWITH. IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF ANOTHER PERSON OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA OR THE GENERAL TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO IT, DO NOT CLICK THE BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT DOWNLOAD, INSTALL, LAUNCH, ACCESS, OR USE THE MOBILE APP.

1. License Grant. Subject to your compliance with this EULA, we hereby grant you a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited license to use the Mobile App solely in accordance with the terms of the EULA and the General Terms. The foregoing license will terminate immediately on the earlier to occur of:

(a) Your election to terminate the license, this EULA, or General Terms and cease your use of the Mobile App;

(b)Termination by us of the license in accordance herewith or the General Terms; or

2. Use Restrictions. You shall not, directly or indirectly:

(a) Use the Mobile App outside of the scope of the license set forth in Section 1 of this EULA;

(b) Copy the Mobile App, in whole or in part, except as expressly authorized by this EULA;

(c) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile App or any part thereof, except as expressly permitted by us in writing;

(d) Combine the Mobile App or any part thereof with, or incorporate the Mobile App or any part thereof in, any other programs, except as expressly authorized by us;

(e) Copy, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile App;

(f) Utilize the source code of the Mobile App, or any portion thereof that may be visible or otherwise accessible to you, to design, build (or guide, instructor train any third party or algorithm to design or build) any product or service with functionality that is substantially similar to the Mobile App or that competes with the Mobile App;

(g) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices included on or in the Mobile App, including any copy thereof;

(h) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Mobile App or any features or functionality of the Mobile App, for any reason, to any other person or entity, except as expressly authorized by this EULA;

(i) Use the Mobile App in violation of any law, regulation, or rule; or

(j) Use the Mobile App for purposes of competitive analysis of the Mobile App, the development of a competing software product, or service or any other purpose that is to Blue Wolf’s commercial disadvantage.

3. Compliance Measures. The Mobile App may contain technological copy protection or other security features designed to prevent unauthorized copying of the Mobile App or any of its features or functionality. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

4. Ownership. You acknowledge that the Mobile App is provided under license, and not sold, to you. All right, title, interest, ownership rights, moral rights, and intellectual property rights in and to the Mobile App (including, without limitation, all text, graphics, music or sounds, all messages or items of information, names, themes, objects, scenery, effects, dialogues, slogans, places, diagrams, concepts, videos, audio-visual effects, domain names and any other elements which are part of the Mobile App, individually or in combination) and any and all copies thereof are owned by Blue Wolf or its licensors. The Mobile App is protected by national and international laws, copyright treaties and conventions and other laws. The Mobile App may contain certain licensed materials and, in that event, Blue Wolf’s licensors may protect their rights in the event of any violation of this EULA. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Blue Wolf’s prior permission and, if applicable, Blue Wolf’s licensors and representatives. Except as expressly set forth in this EULA, all rights not granted hereunder to you are expressly reserved by and for Blue Wolf.

5. Disclaimer of Warranties. YOUR USE OF THE MOBILE APP IS AT YOUR OWN RISK. THE MOBILE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR OUR LICENSORS MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE MOBILE APP, ITS CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY MOBILE APP). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE MOBILE APP, THAT THE MOBILE APP OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MOBILE APP, ITS CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE MOBILE APP) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THIS EULA OR THE GENERAL TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THESE GENERAL TERMS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE MOBILE APP IS APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU DOWNLOAD, ACCESS, OR USE THE MOBILE APP FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS.

6. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR LICENSORS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE MOBILE APP OR ANY RELATED THIRD PARTY SERVICE (INCLUDING WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO YOUR COMPUTING DEVICE, INFORMATION, OR DATA). THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS. IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE FOR DAMAGES IN EXCESS OF THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE TOTAL FEES ACTUALLY RECEIVED BY US FROM YOU FOR THE USE OF THE MOBILE APP DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE ACT OR OMISSION GIVING RISE TO THE LIABILITY OCCURRED.

7. Indemnification. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED TO US AND OUR LICENSORS AS A RESULT OF YOUR VIOLATION OF THIS EULA. YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS US, OUR SUBSIDIARIES, PARENTS, OUR LICENSORS, AND ITS AND THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES, DAMAGES, AND ALL COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR USE OR MISUSE OF THE MOBILE APP.

8. Changes to this EULA or the Mobile App.

(a)We reserve the right, in our sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to you. You can review the most current version of this EULA by clicking the appropriate link in the Mobile App. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to you or cause you to no longer be in agreement or compliance with this EULA, you must immediately uninstall the Mobile App, destroy all copies of the Mobile App, and notify us of your objection to accepting the updated terms of the EULA and of your intent to close your account. Your continued use of the Mobile App following any revision to this EULA constitutes your complete and irrevocable acceptance of any and all such changes.

(b)We may modify the Mobile App for any reason or without any specific reason, at any time and in our sole discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Mobile App. You agree that the Mobile App may install or download the modifications automatically. You acknowledge and agree that we have the right to stop supporting previous versions of the Mobile App upon availability of an updated version.

9. Survival. Any provisions of this EULA that, by their nature are intended to survive termination will survive in full force and effect, including without limitation, Sections 2, 4, 5, 6, and 7.