Terms of Service

DO NOT USE THE PLATFORM IF YOU DO NOT AGREE TO THESE TERMS OF USE.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY USING THE SERVICE, YOU AGREE TO BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS AS SET FORTH IN THE “ADDITIONAL LEGAL PROVISIONS” SECTION BELOW. THAT SECTION, AMONG OTHER THINGS, STATES THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND TO AN APPEAL IN COURT, AS WELL AS YOUR RIGHT TO PARTICIPATE IN ANY MASS, CLASS, OR GROUP LEGAL ACTION (INCLUDING MASS ARBITRATION) IN CONNECTION WITH THESE TERMS, AS SET FORTH IN MORE DETAIL IN SECTION 14 BELOW.

COMPANY MAY MODIFY THESE TERMS AND CONDITIONS FROM TIME TO TIME IN ITS SOLE DISCRETION.

These Platform Terms and Conditions (this “Agreement”) are an agreement between Mobius Media, LLC, a Virginia limited liability company (“Company”), and the individual who is uses the Platform or Services (“Customer”) and is effective on the earlier of: (a) the date Customer accesses the Platform or the Services, or (b) the date Customer purchases a subscription to the Platform (the “Effective Date”). Customer and Company are each a “Party” and collectively the “Parties.”

1. DEFINITIONS.

The following capitalized terms will have the following meanings in this Agreement:

“Affiliate” means a person or entity who Controls, or is under common Control with, a Party.

“Beta Services” is defined in Section 13.

“Company Parties” means Company and its Affiliates, and other licensors, and all officers, directors, partners, managers, members, shareholders, agents and employees of the foregoing.

“Consents” is defined in Section 7.3.

“Control” means more than 50% of the ownership or voting interests of an entity.

“Customer Data” means Inputs, and other data, information, or content that is collected, Processed, and/or stored by the Platform specific to Customer in connection with their use of the Platform or Services.

“Derived Data” has the meaning given in Section 8.2.

“Dispute” is defined in Section 14.7.

“Documentation” means any proprietary materials, documents, or other information that Company provides or makes available to Customer relating to the use of the Platform or Services.

“Effective Date” is defined in the introductory paragraph.

“Feedback” has the meaning given in Section 8.2.

“Fees” has the meaning given in Section 4.1.

“Force Majeure Event” has the meaning given in Section 14.4.

“Incorporated Technology” means third party code, software or other technology owned by a third party and incorporated into, or used by Company in the provision of, the Platform and Services.

“Input” or “Inputs” means any input, or other data or information of any nature, or any instruction, request, task description, script, personal likeness, voice, content, configuration, selection, or instruction provided by or on behalf of Customer to the Platform, whether directly or indirectly (including from any Client or from any software or tool provided by Customer or integrated with the Platform), which may influence or result in the generation of Output.

“IP Dispute” has the meaning given in Section 14.7.

“Laws” is defined in Section 7.1.

“Losses” has the meaning given in Section 11.2.

“Output” or “Outputs” means the content provided by the Platform to the User in response to Input, or in accordance with the scripts, selections, configurations, or instructions provided to the Platform by or on behalf of Customer.

“Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, directly or indirectly, with a particular natural person, and specifically shall have the meaning assigned to the terms “personal data”, “personal information”, “personally identifiable information”, “protected health information”, or similar term under the applicable Privacy Law(s).

“Platform” means Company’s software-as-a-service “Flag Football Ninja” platform, as the same is modified, enhanced, updated, reconfigured from time to time.

“Privacy Law(s)” means any applicable United States state or federal data protection and privacy Laws governing Company’s handling of Personal Data for Customer and Users.

“Process,” “Processes,” “Processing,” “Processed” means any operation or set of operations which is performed on data or sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

“Renewal Term” has the meaning given in Section 3.1.

“Services” means any and all services provided under this Agreement.

“Support and Refund Policy” means Company’s published policy for Support Services and refunds, as referenced in Section 5 and as updated by Company from time to time.

“Support Services” has the meaning given in the Support and Refund Policy.

“Term” has the meaning given in Section 3.1.

“Usage Data” is defined in Section 6.1.

“User” means Customer and other users of the Platform or Services.

2. THE PLATFORM AND SERVICES.

2.1. Access, Use, and License. Subject to the terms and conditions of this Agreement, Company grants Customer, a limited, non-exclusive, revocable, non-transferable, worldwide right and license, to access and use the Platform during the Term, subject to the use limitations and other terms set forth in this Agreement. This license includes Customer’s right to reproduce and use the Documentation solely as necessary to support its permitted use of the Platform.

2.2. Restrictions. Customer will use the Platform, Services, and Documentation solely for its own internal business operations and lawful communications with Clients. Customer will not: (a) make the Platform or Documentation available to, or use the Platform or Documentation for the benefit of, any unauthorized individual or entity; (b) upload, post, transmit, or otherwise make available to the Platform any content or material that Customer does not have a right to make available under any applicable law or contractual relationship, that violated, infringes, or misappropriates any intellectual property or proprietary rights of any person; (c) configure or use the Platform in a manner that violates privacy, publicity, or other legal rights of any person, (d) configure or use the Platform in a manner that circumvents or undermines any security feature of the Platform; (e) take or permit any action that causes or is designed to interrupt, interfere with, destroy, or limit the functionality or use of the Platform or any technology or data connected therewith; (f) sublicense, resell, time share, or similarly exploit the Platform or Documentation; (g) modify, adapt, alter, translate, or create derivative works of the Platform or Documentation; (h) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the architecture, prompts, workflows, graphics, voices, documentation, customer support, know-how, scripts, source code, or algorithms of the Platform or otherwise attempt to gain unauthorized access to the Platform; (i) access or use the Platform or Documentation to build or commercially exploit a competitive product or service; (j) directly or indirectly bypass, circumvent, or interfere with any technical or security measures used to protect the Platform (or the data processed by the Platform) or to enforce restrictions on access, use, or rights under this Agreement or otherwise designed to monitor or manage use of the Platform; or (k) otherwise access or use, or permit others to use, the Platform or Documentation in a manner not expressly permitted by this Agreement.

2.3 Terms of Use. Customer will at all times comply withcomply with Company’s Terms of Use, as they may be modified by Company from time to time. A copy of Company’s current Terms of Use is below in Exhibit A.

3. TERM; RENEWAL; TERMINATION; SUSPENSION.

3.1. Term; Renewals. This Agreement will commence on the Effective Date and will terminate on the date that the applicable subscription terminates or expires (the “Term”). Subscriptions will automatically renew in accordance with this paragraph for successive periods of the same duration as the initial subscription term (each, a “Renewal Term”), unless either Party cancels the subscription prior to the expiration of the then-current term. Company reserves the right to increase the Fees in any Renewal Term.

3.2 Termination or Suspension by Company. Company may immediately, and in its sole discretion, suspend or terminate this Agreement if Company determines that Customer has violated this Agreement or if Company believes it is reasonable to do so in order to comply with applicable law, governmental or judicial order, or to protect its intellectual property interests, the security of the Platform and Services, the public, or other Users. Company will give Customer notice prior to suspension or termination, to the extent practicable, in Company’s sole discretion.

3.3 Effects of Expiration or Termination. Upon expiration or termination of the Term for any reason: (a) Company may disable Customer’s access to the Platform and Services, and (b) Customer will cease all use, of the Platform and Services. Prior to the expiration or termination date, Customer will export or download, as applicable, any and all data available to Customer in the Platform. Customer is solely responsible for exporting or downloading the data in the Platform to ensure its availability.

3.4. Survival. The following will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Fees incurred before termination or expiration; (b) Section 3.3 (Effects of Expiration or Termination), Section 3.4 (Survival), Section 6 (Data, Security & Privacy), Section 7 (Compliance Responsibilities), Section 8 (Intellectual Property and Data Rights), Section 9 (Additional Customer Obligations), Section 10 (Warranties and Disclaimers), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Beta Services), Section 14 (Miscellaneous); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

4. FEES & PAYMENT.

4.1. Fees. Customer will pay Company the subscription fees (the “Fees”) at the time of purchase using credit card or bank information provided by Customer during the ordering process. Except as expressly provided in the Support and Refund Policy, payment obligations are non-cancellable and Fees paid are non-refundable.

4.2 Taxes. Fees are exclusive of any applicable sales taxes, duties, tariffs, or other amounts attributable to Customer’s execution of this Agreement or use of the Platform and Services (collectively, “Taxes”). Customer will be solely responsible for the payment of any Taxes.

4.3 Fee Updates. Company may change its Fees from time to time and will publish such Fees or make them available to Customer. However, Fees will not change until the renewal of the subscription.

5. SUPPORT AND REFUNDS.

5.1. Support Services. Support Services, if any, are provided solely as, and to the extent, set forth in the Support and Refund Policy, available at www.flagfootballninja.com/support, which Company may update from time to time in its sole discretion. Support Services are Services for all purposes under this Agreement. The Support and Refund Policy states Company’s entire obligation, and Customer’s exclusive remedy, with respect to support for the Platform and Services. Company has no obligation to provide maintenance, updates, upgrades, patches, error corrections, or any level of availability or uptime, and may limit, suspend, modify, or discontinue Support Services at any time.

5.2 Refunds. Fees are refundable only as expressly provided in the Support and Refund Policy.

6. DATA, SECURITY & PRIVACY.

6.1. Processing of Customer Data.

(a) Generally. Company will only Process Customer Data: (i) as expressly contemplated by this Agreement; (ii) as necessary to provide, maintain, support, modify, and improve the Platform and Services; and (iii) to perform other specific activities that have been expressly requested or authorized by Customer. This includes Processing Customer Data to improve, optimize, or personalize Users’ experience with the Platform and Services. Company may share Customer Data with its third party providers of software or services in accordance with written agreements. Company will only transmit Customer Data to such providers in connection with Company’s provision of the Platform and Services.

(b) Usage Data. Company collects certain technical and analytics data and information from Customer’s use of the Platform and Services (“Usage Data”) to improve Platform and Services delivery and performance. Usage Data includes Input, Output, user analytics and quantitative metrics, feedback, and other statistical information about Customer’s use of the Platform and Services. Company uses Usage Data to (i) enhance service delivery under this Agreement, (ii) analyze feature adoption, usage patterns, and feedback, (iii) improve the Platform and Services, and (iv) diagnose, troubleshoot, and resolve technical issues affecting the Platform and Services.

6.2. Data Security. Customer acknowledges that no technology is 100% secure, and Company assumes no liability for any unauthorized disclosure of Customer Data resulting from third party willful misconduct or criminal conduct.

6.3. Privacy; Personal Data.

(a) Due to the nature, purpose, and features of the Platform and Services, Customer Data may include Personal Data. In addition, Company collects and uses categories of Personal Data from Users that are required to administer access to the Platform, which Personal Data is governed by Company’s privacy policy.

(b) Company will comply with all Privacy Laws applicable to its provision of the Platform and Services. Customer will comply with all Privacy Laws applicable to Customer in its use of the Platform and Services. For the avoidance of doubt, if Company’s Processing activities under this Agreement are not within the scope of a Privacy Law, such law is not applicable.

(c) For the avoidance of doubt, Company will treat all Personal Data of Customer as Confidential Information and will not make such Personal Data available to any other customer of Company or any other third party except as permitted by this Agreement.

(d) In the event of any unauthorized access, use, collection, or disclosure of Personal Data, Company will notify Customer without undue delay and provide details of the incident and any mitigation or remediation steps taken.

7. COMPLIANCE RESPONSIBILITIES

7.1. Compliance with Laws. Customer will comply with all applicable laws, including without limitation all laws, rules, regulations and orders (“Laws”), including but not limited to all Privacy Laws, and Laws related to consumer protection and telecommunication practices, in the performance of its obligations and exercise of its rights under this Agreement.

7.2 Compliant Use of the Platform and Services; Disclosures and Consents. Company provides functionality and features in the Platform and the Services, such as voices, interfaces, and workflows, but Customer is solely responsible for using the Platform and Services in a manner that complies with all Laws and any and all applicable professional rules and standards; for instance, Customer must use scripts, and select or provide other Input to the Platform and Services, in a manner that complies with Laws and professional rules and standards. Company may monitor and audit Customer’s use of the Platform and Services for compliance with this Agreement.

7.3 Specific Compliance Obligations. Without limiting the generality of its obligations under Section 7.1, Section 7.2 or other obligations of Customer under this Agreement, Customer’s obligations to comply with Laws and this Agreement specifically include but are not limited to the following:

(a) Providing to Clients and any other third parties any and all disclosures, disclaimers, notices or limitations with respect to the Platform and its features and functionality, as required by Law or industry best practices (collectively, “Disclosures”) as well as for obtaining any required consents or permissions from Clients or other third parties with respect to the Platform and its features and functionality, as required by Law or industry best practices (“Consents”).

(b) Compliance with all applicable state, federal and country laws and regulations (e.g. TCPA, FCC etc.) in using the Platform to attempt to contact or communicating with any persons, including but not limited to ensuring proper consent to autodialed calls, to be contacted by and communicate with a computer-generated voice, to receive prerecorded messages, and to be recorded and transcribed;

(c) Maintenance of records of any Disclosures and Consents, and adherence to any requests to be removed from call lists and/or placed on an internal do-not-call (DNC) list;

(d) Ensuring that Customer’s scripts or other Inputs do not (i) contain any Personal Data regarding a third party who is not the Client hearing or receiving the script, or (ii) contain any false, misleading, statement or omission of fact or make claims that are not supported in law or fact; or (iii) violate any legal or ethical duty to, or legal right of, a Client or other third party (including but not limited to any intellectual property rights or rights of publicity / privacy).

8. INTELLECTUAL PROPERTY AND DATA RIGHTS

8.1. Rights to the Platform and Services. As between Company and Customer, Company retains all right, title, and ownership interest, including but not limited to copyright interest, in and to the Platform and Services, and all elements thereof (such as content, algorithms, prompts, voices, or underlying code), as well as the corresponding Documentation, including without limitation all intellectual property rights in: (i) the code or third party software that comprises, or is used to provide, the Platform and Services, and (ii) all graphics, user interfaces, logos, and trademarks, and other content and material supplied by Company in connection with, or used by Company in providing, the Platform and Services. This Agreement does not grant Customer any rights in or to the Platform and Services or any of their components, except to the limited extent that such rights are necessary for Customer’s use of the Platform and Services as specifically authorized by this Agreement.

8.2. Data Rights and Ownership.

(a) As between the Parties, Customer owns all rights, title, and ownership interest in the Customer Data. Customer grants to Company an unlimited, perpetual, non-exclusive, fully paid-up, royalty-free, worldwide license to use, copy, store, modify, display and otherwise Process Customer Data solely for the purpose of (i) providing, supporting, developing, and improving the Platform and Services, (ii) complying with applicable laws and Company policies, and (iii) to exercise its rights under this Agreement.

(b) Customer will not: (i) alter, remove or violate any copyright or other intellectual property notice for the Platform or the Documentation; (ii) infringe on any privacy or proprietary rights of any party, including but not limited to patent, trademark, trade secret, copyright, moral rights, right of publicity and related rights; or (iii) copy, modify, translate, or create a derivative work of Company’s or its licensors’ property.

(c) For clarity, Company may derive anonymous data and statistics from Usage Data or other Customer Data (“Derived Data”) and may compile, aggregate, use, and disclose such Derived Data for its own legitimate business purposes, provided that no Derived Data identifies (and cannot reasonably be used or reverse-engineered to identify or attribute to) Customer. Company will own all right, title, and interest in the Derived Data and any Company products or services that incorporate, use, or rely on the Derived Data.

(d) Due to the nature of the Platform and artificial intelligence generally, Output may not be unique, and other Users may receive similar content from the Platform. Responses that are requested by and generated for Company’s other customers are not considered Customer’s Output.

(e) Any suggestions or ideas offered by Users for improving or otherwise modifying the Platform, Services, or other products or services (“Feedback”) are owned by Company. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will entitle Customer to compensation or restrict Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback.

9. ADDITIONAL CUSTOMER OBLIGATIONS.

9.1. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the Platform and Services, including without limitation by protecting its passwords and other log-in information. Customer will promptly notify Company of any unauthorized use of the Platform or Services.

9.2. Reliance on Output. Given the rapidly evolving nature of this technology, and its reliance on artificial intelligence and Incorporated Technology, the Platform may produce inaccurate information. Customer acknowledges that it should scrutinize the accuracy or applicability of any information included in Output from the Platform. To the extent that Customer make decisions or take action based upon the Output, Customer acknowledges that it does so entirely at its own risk. Company will have no responsibility or liability for Customer’s usage of or reliance on Outputs. Customer is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Output for Customer’s use case. To mitigate the potential for such instances, Customer will notify Company in a timely manner of any instance of such improper Output.

9.3 Communications. Customer hereby authorizes Company to communicate directly with Customer for the purpose of informing Customer about the Platform and Services, and other product and service offerings of Company, including, but not limited to deploying email, mail, or text communications, subject to applicable Laws.

9.4 Quality of Input. Customer acknowledges and agrees that the Output is dependent on the Input, and that inaccurate, improper, noncompliant, or poor quality Input may lead to inaccurate, improper, noncompliant, or poor quality Output.

10. WARRANTIES AND DISCLAIMERS.

10.1. Customer Warranties. Customer represents and warrants that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Data to Company and the Platform, to authorize Company to use, disclose, or otherwise Process that Customer Data in connection with the Platform and Services as contemplated by this Agreement.

10.2. Disclaimers. COMPANY PROVIDES AND CUSTOMER ACCEPTS THE PLATFORM AND SERVICES “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND SERVICES WILL (I) PRODUCE OR PROVIDE ACCURATE, RELEVANT, OR COMPLETE CONTENT; (II) PERFORM OR BE AVAILABLE WITHOUT INTERRUPTION OR ERROR; (III) PROVIDE PARTICULAR RESULTS; (IV) MEET CUSTOMER’S SPECIFIC REQUIREMENTS; OR (V) BE 100% SECURE. COMPANY HAS NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO: (X) ALL INPUT; (Y) ALL INCORPORATED TECHNOLOGY, AND (Z) CUSTOMER ACTIONS TAKEN OR NOT TAKEN IN RELIANCE ON OR OTHERWISE IN CONNECTION WITH OUTPUT OR OTHER ASPECTS OF THE PLATFORM AND SERVICES.

10.3 Incorporated Technology. The Platform incorporates and/or depends upon third party software and services (“Incorporated Technology”), data hosting and cloud providers. In the event of any circumstance that would disable or impair the functionality of the Incorporated Technology, there is a risk that certain data may not be captured, certain data may be lost, or that the Platform and Services may not be operational as a result. Company disclaims any responsibility for any failure of any Incorporated Technology including without limitation loss of functionality, access, data, or communications contemplated by the Platform and Services.

11. INDEMNIFICATION.

Customer will defend (at Company’s option), indemnify, and hold harmless the Company Parties against any demand, claim, suit, proceeding, loss, damage or liability (including attorneys’ fees, costs, and expenses) (collectively, “Losses”) against or incurred by a Company Party, arising out of (a) Customer Data; (b) or a claim by, a User regarding Customer’s act or omission; (c) Customer’s (including any agent thereof) breach of this Agreement; (d) claims alleging infringement, violation or misappropriation of a copyright, trademark, trade secret, or privacy or confidentiality right due to data, text, material, or other content provided to the Platform by Customer or Users; (e) a governmental claim, suit, proceeding, investigation, inquiry, audit, or other action; or (f) the gross negligence, fraud or willful misconduct of Customer or any of its Affiliates, officers, directors, agents, subcontractors, employees, Users, or Clients. This indemnity and reimbursement of costs shall be paid by Customer within 14 days of each demand for payment by Company.

12. LIMITATION OF LIABILITY.

12.1. Dollar Cap. The aggregate, collective and cumulative liability of the Company Parties for all Losses arising out of or related to this Agreement, the Platform, or the Services, will not exceed $100.

12.2. Excluded Damages. In no event will the Company Parties be liable for lost profits, lost or damaged data, loss of business or for any consequential, indirect, special, incidental, exemplary, or punitive damages.

12.3. Application. The liabilities limited and excluded by this Section 12 apply: (i) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; and (ii) even if Company is advised in advance of the possibility of the damages in question, and even if such liabilities were foreseeable. Customer acknowledges and agrees that Company has based its pricing on and entered into this Agreement in reliance upon the limitations and disclaimers of liability and warranties in this Section 12, and that such terms form an essential basis of the bargain between the Parties. If applicable law limits the application of the provisions of this Section 12, Company’s liability will be limited to the maximum extent permissible.

12.4 Exceptions. The limitations and excluded damages in Section 12.1 and 12.2 do not apply to a Party’s intentional fraud or other intentional misconduct, or as otherwise provided by Law.

12.5 Limitation on Actions. In no event may Customer bring any claim or cause of action against Company more than one (1) year after such claim or cause of action arises.

13. BETA SERVICES.

13.1. The terms in this Section 13 apply to any Customer use of the Platform or Services involving product features, product functionality, or other services that Company makes available to Customer that are not made generally available to Company’s customers or users and/or are designated as “pilot”, “preview”, “limited release”, “non-production”, “trial”, “evaluation”, “early access”, “test”, or any similar designations (collectively, “Beta Services”).

13.2. Company reserves the right to discontinue or modify its provision of any Beta Services to Customer at any time, with or without notice. Beta Services, by definition, have not been fully vetted for commercial release, and thus Company disclaims any and all liability related to Beta Services, and Customer uses Beta Services solely at Customer’s own risk. Customer agrees that such disclaimer and lack of liability is an essential basis of the Parties’ bargain. Customer’s sole and exclusive remedy for any claim related to the Beta Services will be limited to cessation of use of such Beta Services. Notwithstanding anything to the contrary in this Agreement, the Company Parties will have zero liability with respect to Beta Services.

14. MISCELLANEOUS.

14.1. Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may legally bind the other.

14.2. Third Party Beneficiaries. Company Parties are intended beneficiaries of Company’s rights and Customer’s obligations under this Agreement. For clarity, all beneficial rights (other than the right to collect fees) granted to or reserved in this Agreement by Company including limitations of liability, warranty disclaimers, confidentiality, ownership, limitation of damages, and indemnification for third party claims, shall accrue to and are for the benefit of Company Parties to the same extent as Company. Except as expressly stated in this paragraph, nothing contained in this Agreement is intended to create third party beneficiaries or grant rights to third parties under or in connection with this Agreement.

14.3 Remedies. Unless expressly stated in this Agreement, no remedy is exclusive of any other remedy, and the Parties are entitled to seek any and all remedies available to them in law or in equity. Company is entitled to recover its attorneys’ fees, costs, and expenses related to any action for which Company has partially or fully prevailed, in addition to any other damages or relief.

14.4 Force Majeure. No delay, failure, or default (other than a failure to pay fees when due), will constitute a breach of this Agreement to the extent caused by reasons or factors beyond Company’s reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or orders of any government official (each, a “Force Majeure Event”).

14.5. Assignment & Successors. Company may assign this Agreement or any of its rights or obligations hereunder without Customer’s express written consent. Customer may not assign this Agreement or any of its rights or obligations hereunder. Any purported assignment in violation of this clause will be null and void. This Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.

14.6. Choice of Law. This Agreement and all claims arising out of or related to this Agreement will be governed by the laws of Delaware without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties.

14.7 Mandatory Arbitration. IN THE EVENT OF ANY CONTROVERSY, CLAIM, OR DISPUTE (COLLECTIVELY, “DISPUTE”) BETWEEN THE PARTIES OR OTHER CLAIM RELATING TO SERVICES PROVIDED IN CONNECTION WITH THE PLATFORM, SERVICES OR THIS AGREEMENT, EXCEPT FOR ANY DISPUTE REGARDING COMPANY’S INTELLECTUAL PROPERTY RIGHTS TO THE PLATFORM OR SERVICES (“IP DISPUTE”), THE PARTIES AGREE TO RESOLVE SUCH DISPUTE SOLELY THROUGH THE USE OF BINDING ARBITRATION, ADMINISTERED BY A NATIONALLY RECOGNIZED ARBITRATION ADMINISTRATOR (I.E., JAMS) SELECTED BY COMPANY. Any such arbitration shall take place within Fairfax County, Virginia. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this Agreement and of this arbitration requirement. The award rendered by the arbitrator shall be final, binding on all parties, but subject to review in accordance with applicable statutes governing arbitration awards. Judgment on the award made by the arbitrator may be entered into any court having jurisdiction over the Parties. In the event that a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party shall be entitled to costs of suit, including reasonable attorneys’ fees for having to compel arbitration or defend or enforce the award. This provision may be specifically enforced and Company may recover its reasonable attorneys’ fees and litigation costs incurred from any attempt by Customer to circumvent the binding nature of the arbitration provision whether or not it prevails.

14.8 Class Action / Mass Action Waiver. THE PARTIES FURTHER AGREE THAT EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, THE PARTIES AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING UNLESS COMPANY SPECIFICALLY REQUESTS THAT MULTIPLE SEPARATE CLAIMS BE ARBITRATED AND DEFENDED AS CONSOLIDATED PROCEEDINGS. THE PARTIES SHALL SHARE THE COST OF ARBITRATION (NOT INCLUDING ATTORNEYS’ FEES) EQUALLY.

14.9 IP Disputes. In the event of an IP Dispute, any legal suit, action, or proceeding must be filed in the state or federal courts located in Fairfax County, Virginia. WITH RESPECT TO IP DISPUTES, CUSTOMER HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY.

14.10 Severability; Conflicts. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. In the event of any conflict between this Agreement and any other Company policy posted online, the terms of this Agreement will govern.

14.11 Notices. Company may email notices pursuant to this Agreement to Customer at the account email on file with Company. Company may be contacted at support@flagfootballninja.com or c/o Triumph Law, 145 Church Street, NW, Ste 301, Vienna VA, 22180.

14.12 Waiver. Company will not be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.

14.13 Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

EXHIBIT A

TERMS OF USE

1. Platform Use.

You will not:

• (i) use the Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Platform;
• (ii) provide passwords or other log-in information for the Platform to any third party, or allow access to the Platform by multiple individuals impersonating a single User;
• (iii) share non-public Platform features or content with any third party;
• (iv) attempt to circumvent or disable any security features or functionality associated with the Platform;
• (v) access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform;
• (vi) engage in web scraping or data scraping on or related to the Platform, including without limitation collection of information through any Platform that simulates human activity or any bot or web crawler;
• (vii) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code to the Platform;
• (viii) use the Platform in conjunction with any activity that is unlawful, offensive, upsetting, violent, threatening, false, libelous, defamatory, obscene, discriminatory, sexually explicit, harassing, mean-spirited (including but not limited to references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups), or otherwise objectionable;
• (ix) use the Platform to facilitate spam or other inappropriate marketing or advertising, or generate or promote disinformation or misinformation; or
• (x) share other people’s private information without their express permission, or threaten to do so, or try to get others to do so.
• (xi) submit any personal data to the Platform that is not necessary for the use of Platform.