Kick Agency Terms of Use

Effective Date: January 8, 2025

Welcome to kick-agency.com (the “Website”). This Terms of Use Agreement (the “Agreement”) is

made and entered into by and between you and Kick Agency (the “Company”, “us”, “we”, or “our”). This Agreement sets forth the terms and conditions that govern

your use of and access to the Website and any products, materials, and services provided by or on the

Website (collectively, the “Services”).

Acceptance of this Agreement.

Acceptance Through Using or Accessing the Services.

Please review the following terms carefully. By accessing or using the Services (or by clicking on

“accept” or “agree” to this Agreement when prompted), you agree to be bound by the terms and

conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If

you do not agree to the terms and conditions of this Agreement, you may not use or access the

Services and must exit the Website immediately.

Eligibility Requirements to Use or Access the Services.

To use the Website or any other Services, you must be (i) at least 18 years old, (ii) a resident of the

United States, Canada or the United Kingdom, and (iii) not a competitor of or using the Services for

purposes that are competitive with the Company.

By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility

requirements. You also represent and warrant that you have the right, authority, and capacity to enter

into this Agreement on your behalf or the entity or organization that you represent. If you do not meet

all these requirements, you may not use or access the Services.

Changes to this Agreement.

The Company reserves the right to change this Agreement from time to time in its sole discretion.

Except for changes made for legal or administrative purposes, the Company will provide reasonable

advance notice before the changes become effective. All changes will apply to your use of and access

to the Services from the date the changes become effective and onwards. For new users, the changes

will be effective immediately.

Your continued use of or access to the Services following any changes to this Agreement shall

constitute your acknowledgment of such changes and agreement to be bound by the terms and

conditions of such changes. You should check this page frequently so that you are aware of any

changes since they are binding on you.

Access to the Services.

Changes to Your Access and the Services.The Services may change from time to time as the Company

evolves, refines, or adds more features to the Services. The Company reserves the right to modify,

withdraw, or discontinue the Services, in whole or in part, at any time without notice to you. You agree

that the Company shall have no liability to you or any third party for any losses or damages caused by

the Services not being available, in whole or in part, at any time or for any period.Creating an Account.

You may be required to register for an account and provide certain information about yourself to access

the Services or certain features of the Services. You promise to provide us with accurate, complete, and

updated information about yourself. The Company may have different types of accounts for different

users. If you connect to any Services with a third-party service, you grant us permission to access and

use your information from such service as permitted by that service to store your login credentials for

that service. All information that you provide will be governed by our Privacy Policy

(https://kick-agency.com/privacy). You consent to all actions that we may take with respect to

your information consistent with our Privacy Policy.

Account Responsibilities.

You are entirely responsible for maintaining the confidentiality of your password and account. You are

also entirely responsible for any and all activities associated with your account. Your account is personal

to you and you agree not to provide any other person with access to the Services or any portions of it

using your username, password, or other security information. You should ensure that you exit from

your account at the end of each session. You should use extra caution when accessing your account

from a public or shared computer so that others are not able to view or record your password or other

personal information. You may not transfer your account to anyone else without our prior written

permission. You agree to notify the Company immediately of any actual or suspected unauthorized use

of your account or any other breach of security. The Company will not be liable for any losses or

damages arising from your failure to comply with the above requirements. You will be held liable for

losses or damages incurred by the Company or any third party due to someone else using your account

or password.Termination or Deletion of an Account. The Company shall have the right to suspend or

terminate your account at any time in our sole discretion for any or no reason, including if we determine

that you have violated any terms or conditions of this Agreement.

Policy for Using the Services.

Prohibited Uses.

You may use the Services for lawful purposes only and in accordance with this Agreement. You agree

not to use the Services in any way that could damage the Services or general business of the Company.

You may use the Services for any business or commercial purposes.

Prohibited Activities.

You further agree not to engage in any of the following prohibited activities in connection with using

the Services:

No Violation of Laws or Obligations. Violate any applicable laws or regulations (including intellectual

property laws and right of privacy or publicity laws) or any contractual obligations.

No Unsolicited Communications. Send any unsolicited or unauthorized advertising, promotional

materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether

commercial or otherwise.

No Impersonation. Impersonate others or otherwise misrepresent your affiliation with a person or entity

in an attempt to mislead, confuse, or deceive others.

No Harming of Minors. Exploit or harm minors in any way, including exposing inappropriate content or

obtaining personally identifiable information. Compliance with Content Standards. Upload, display,

distribute, or transmit any material that does not comply with the Content Standards set out below in

this Agreement.

No Interference with Others’ Enjoyment. Harass or interfere with anyone’s use or enjoyment of the

Services, or expose the Company or other users to liability or other harm.

No Interference or Disabling of the Services. Use any device, software, or routine that interferes with

the proper working of the Services, or take any action that may interfere with, disrupt, disable, impair, or

create an undue burden on the infrastructure of the Services, including servers or networks connected

to the Website.

No Monitoring or Copying Material. Copy, monitor, distribute, or disclose any part of the Services by

automated or manual processes, devices, or means. This includes, without limitation, using automatic

devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from

the Website; provided, however, that the Company conditionally grants to the operators of public

search engines revocable permission to use spiders to copy materials from the Website for the sole

purpose of and solely to the extent necessary for creating publicly available searchable indices of the

materials, but not caches or archives of such materials.

No Viruses, Worms, or Other Damaging Software. Upload, transmit, or distribute to or through the

Services any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter

the property of others, including attacking the Services via a denial-of-service or distributed denial-of-

service attack.

No Unauthorized Access or Violation of Security. Violate the security of the Services through (i) any

attempt to gain unauthorized access to the Services or to other systems or networks connected to the

Services, (ii) the breach or circumvention of encryption or other security codes or tools, or (iii) data

mining or interference to any server, computer, database, host, user, or network connected to the

Services.

No Reverse Engineering. Reverse engineer, decompile, or otherwise attempt to obtain the source code

or underlying information of or relating to the Services.

No Collecting User Data. Collect, harvest, or assemble any data or information regarding any other user

without their consent. This includes, without limitation, their emails, usernames, or passwords.

No Other Interference. Otherwise attempt to interfere with the proper working of the Services.Attempt

or Assist Others in Attempting. Attempt any of the foregoing or assist, permit, or encourage others to

do or attempt any of the foregoing.

Geographic Restrictions.

The Company is based in the United States. The Services are for use by persons located in the United

States only. By choosing to access the Services from any location other than the United States, you

accept full responsibility for compliance with all local laws. The Company makes no representations that

the Services or any of its content are accessible or appropriate outside of the United States.

Terms and Conditions of Sale

Purchasing Process

Any steps taken from choosing Services to order submission form part of the purchasing process. The

purchasing process includes these steps:

By clicking on the checkout button, users open the third-party merchant checkout section, wherein they

will have to specify their contact details and a payment method of their choice.

After providing all the required information, users must carefully review the order and, subsequently,

confirm and submit it by using the relevant button or mechanism on the Website, hereby accepting

these Terms and committing to pay the agreed-upon price.

Order submission

When you submit an order, the following applies:

The submission of an order determines contract conclusion and therefore creates for you the obligation

to pay the price, taxes, and possible further fees and expenses, as specified on the order page.

In case the purchased Services requires active input from you, such as the provision of personal

information or data, specifications or special wishes, the order submission creates an obligation for you

to cooperate accordingly.

Upon submission of the order, users will receive a receipt confirming that the order has been received.

All notifications related to the described purchasing process shall be sent to the email address provided

by you for such purposes.

Prices

You are informed during the purchasing process and before order submission, about any fees, taxes and

costs (including, if any, delivery costs) that they will be charged.

Methods of payment

Information related to accepted payment methods are made available during the purchasing process.

Some payment methods may only be available subject to additional conditions or fees. In such cases

related information can be found in the dedicated section of the Website. All payments are

independently processed through third-party services. Therefore, the Website does not collect any

payment information – such as credit card details – but only receives a notification once the payment

has been successfully completed. If payment through the available methods fail or is refused by the

payment service provider, the Company shall be under no obligation to fulfill the purchase order. Any

possible costs or fees resulting from the failed or refused payment shall be borne by you.

Retention of usage rights

You do not acquire any rights to use the purchased Services until the total purchase price is received by

the Company.

Contract Duration

Subscriptions

Subscriptions allow you to receive Services continuously or regularly over a determined period of time.

Paid subscriptions begin on the day the payment is received by the Company. In order to maintain

subscriptions, you must pay the required recurring fee in a timely manner. Failure to do so may cause

service interruptions.

Fixed-term subscriptions

Paid fixed-term subscriptions start on the day the payment is received by the Company and last for the

subscription period chosen by you or otherwise specified during the purchasing process. Once the

subscription period expires, the Services shall no longer be accessible, unless you renew the

subscription by paying the relevant fee. Fixed-term subscriptions may not be terminated prematurely

and shall run out upon expiration of the subscription term.

Automatic renewal

Subscriptions are automatically renewed through the payment method that you chose during purchase

unless you cancel the subscription within the deadlines for termination specified in the relevant section

of these Terms and/or Website. The renewed subscription will last for a period equal to the original

term. You shall receive a reminder of the upcoming renewal with reasonable advance, outlining the

procedure to be followed in order to cancel the automatic renewal.

Termination

Recurring subscriptions may be terminated at any time by sending a clear and unambiguous termination

notice to the Company using the contact details provided in this document, or — if applicable — by

using the corresponding controls inside the Website.

Termination notice

If the notice of termination is received by the Company before the subscription renews, the termination

shall take effect as soon as the current period is completed.

Intellectual Property Rights.

Ownership of Intellectual Property.

You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and

patents, in the Services and its contents, features, and functionality (collectively, the “Content”), are

owned by the Company, its licensors, or other providers of such material. The Content is protected by

U.S. and international intellectual property or proprietary rights laws. Neither this Agreement nor your

access to the Services transfers to you any right, title, or interest in or to such intellectual property

rights. Any rights not expressly granted in this Agreement are reserved by the Company and its

licensors.

License to Use the Services.

During the Term of this Agreement, the Company grants you a limited, non-exclusive, non-transferable,

non-sublicensable, and revocable license to use and access the Content for any business or commercial

use in accordance with this Agreement. The Content may not be used for any other purpose. This

license will terminate upon your cessation of use of the Services or at the termination of this

Agreement.

Certain Restrictions.

The rights granted to you in this Agreement are subject to the following restrictions:

No Copying or Distribution. You shall not copy, reproduce, publish, display, perform, post, transmit, or

distribute any part of the Content in any form or by any means except as expressly permitted herein or

as enabled by a feature, product, or the Services when provided to you.

No Modifications. You shall not modify, create derivative works from, translate, adapt, disassemble,

reverse compile, or reverse engineer any part of the Content.

No Exploitation. You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or

otherwise exploit the Content or the Services in any way, whether in whole or in part.

No Altering of Notices. You shall not delete or alter any copyright, trademark, or other proprietary rights

notices from copies of the Content.

No Competition. You shall not access or use the Content in order to build a similar or competitive

website, product, or service.Systematic Retrieval. You shall not use any information retrieval system to

create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or

other data from the Services.

Trademark Notice.

All trademarks, logos, and service marks displayed on the Services are either the Company’s property or

the property of third parties. You may not use such trademarks, logos, or service marks without the

prior written consent of their respective owners.

User Content.

User Generated Content.

The Services may contain message boards, chatrooms, profiles, forums, and other interactive features

that allow users to post, upload, submit, publish, display, or transmit to other users or other persons

content or materials (collectively, “User Content”) on or through the Services.

You are solely responsible for your User Content. Please consider carefully what you choose to share.

All User Content must comply with the Content Standards set forth below. Any User Content you post

on or through the Services will be considered non-confidential and non-proprietary. You assume all risks

associated with the use of your User Content. This includes any reliance on its accuracy, completeness,

reliability, or appropriateness by other users and third parties, or any disclosure of your User Content

that personally identifies you or any third party. You agree that the Company shall not be responsible or

liable to any third party for any User Content posted by you or any other user of the Services.

You further agree that the Company shall not be responsible for any loss or damage incurred as the

result of any interactions between you and other users. Your interactions with other users are solely

between you and such users. If there is a dispute between you and any other user, we are under no

obligation to become involved.

License.

You hereby grant to the Company an irrevocable, non-exclusive, royalty-free and fully paid, transferable,

perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare

derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and

to grant sublicenses of the foregoing rights, in connection with the Services and the Company’s

business including, without limitation, for promoting and redistributing part or all of the Services in any

media formats and through any media channels.

You represent and warrant that you have all the rights, power, and authority necessary to grant the

rights granted herein to any User Content that you submit. You hereby irrevocably waive all claims and

have no recourse against us for any alleged or actual infringement or misappropriation of any

proprietary rights in any communication, content, or material submitted to us. Please note that all of the

following licenses are subject to our Privacy Policy (https://kick-agency.com/privacy) to the extent

they relate to any User Content that contains any personally identifiable information.

Content Standards.

You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that

does not comply with the following standards (“Content Standards”). User Content must not:

Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property

laws and right of privacy or publicity laws), or any contractual or fiduciary obligations.

Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any

unlawful act; or create any risk of any harm, loss, or damage to any person or property.

Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right,

or other intellectual property rights of any other person.

Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we

deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy or publicity rights,

abusive, threatening, harassing, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive,

inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This

includes any information or material that we deem to cause annoyance, inconvenience, or needless

anxiety, or be likely to upset, embarrass, alarm, or annoy another person.

Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic

material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation,

or age.

Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally

misleading, or otherwise likely to deceive any person including, without limitation, impersonating any

person, or misrepresenting your identity or affiliation with any person or organization.

Endorsement by the Company. Represent or imply to others that it is in any way provided, sponsored,

or endorsed by the Company or any other person or entity, if that is not the case.

Monitoring and Enforcement.

We reserve the right at all times, but are not obligated, to:

Take any action with respect to any User Content that we deem necessary or appropriate in our sole

discretion, including if we believe that such User Content violates the Content Standards or any other

provision in this Agreement, or creates liability for the Company or any other person. Such action may

include reporting you to law enforcement authorities.

Remove or reject any User Content for any or no reason in our sole discretion, or

disclose any User Content, your identity, or electronic communication of any kind to satisfy any law,

regulation, or government request, or to protect the rights or property of the Company or any other

person.

Terminate or suspend your access to all or part of the Services for any or no reason, including without

limitation, any violation of this Agreement.

We do not review User Content before it is posted on or through the Services, and therefore cannot

ensure prompt removal of questionable User Content. Accordingly, the Company and its affiliates, and

their respective officers, directors, employees or agents, assume no liability for any action or inaction

regarding transmissions, communications, or content provided by any user or third party. The Company

shall have no liability or responsibility to anyone for performance or non-performance of the activities

described in this Section.

Copyright Infringement (Digital Millennium Copyright Act Policy).

The Company respects the intellectual property of others and expects users of the Services to do the

same. It is the Company’s policy to terminate the users of our Services who are repeat infringers of

intellectual property rights, including copyrights. If you believe that your work has been copied in a way

that constitutes copyright infringement and wish to have the allegedly infringing material removed,

please provide the following information in accordance with the Digital Millennium Copyright Act to our

designated copyright agent:

a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

a description of the copyrighted work that you allege has been infringed;

a description of the material that is claimed to be infringing or to be the subject of infringing activity and

that is to be removed or access to which is to be disabled;

a description of where the material that you claim is infringing is located; your contact information,

including your address, telephone number, and email address;

a statement that you have a good faith belief that use of the objectionable material is not authorized by

the copyright owner, its agent, or under the law; and

a statement by you, made under penalty of perjury, that the above information in your notice is

accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please note that pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written

notification automatically subjects the complaining party to liability for any damages, costs, and

attorneys’ fees incurred by us in connection with the written notification and allegation of copyright

infringement.

Designated copyright agent for the Company:

NAME: Kick Agency LLC

12890 Woodhaven Dr. Grand Haven MI 49417

TELEPHONE: +1 616-879-8763

EMAIL: [email protected]

Feedback to the Company.

If you provide the Company with any feedback or suggestions regarding the Services (“Feedback”), you

hereby assign to the Company all rights in such Feedback and agree that the Company shall have the

right to use and fully exploit such Feedback and related information in any manner it deems appropriate.

The Company will treat any Feedback that you provide to the Company as non-confidential and non-

proprietary. You agree that you will not submit to the Company any information or ideas that you

consider to be confidential or proprietary.

Assumption of Risk.

The information presented on or through the Services is made available for general information

purposes only. The Company does not warrant the accuracy, completeness, suitability, or quality of any

such information. Any reliance on such information is strictly at your own risk. The Company disclaims

all liability and responsibility arising from any reliance placed on such information by you or any other

user to the Services, or by anyone who may be informed of any of its contents.

1. This campaign sends SMS Notifications, Alerts & Occasional Marketing Communication to customers

who have opted in to receive SMS notifications.

2. You can cancel the SMS service at any time. Simply text "STOP" to the shortcode. Upon sending

"STOP," we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer

receive SMS messages from us. To rejoin, sign up as you did initially, and we will resume sending SMS

messages to you.

3. If you experience issues with the messaging program, reply with the keyword HELP for more

assistance, or reach out directly to ([email protected] or +1 616-879-8763).

4. Carriers are not liable for delayed or undelivered messages.

5. As always, message and data rates may apply for messages sent to you from us and to us from you.

Message frequency varies. For questions about your text plan or data plan, contact your wireless

provider.6. For privacy-related inquiries, please refer to our privacy policy

(https://kick-agency.com/privacy)

Privacy.

For information about how the Company collects, uses, and shares your information, please review our

Privacy Policy (https://kick-agency.com/privacy). You agree that by using the Services you

consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information.

Termination.

The Company may suspend or terminate your access or rights to use the Services at any time, for any

reason, in our sole discretion, and without prior notice, including for any breach of the terms of this

Agreement. Upon termination of your access or rights to use the Services, your right to access and use

the Services will immediately cease. The Company will not have any liability whatsoever to you for any

suspension or termination of your rights under this Agreement, including for termination of your

account or deletion of your User Content. If you have registered for an account, you may terminate this

Agreement at any time by contacting the Company and requesting termination.

Effect of Termination.

Upon termination of this Agreement, any provisions that by their nature should survive termination shall

remain in full force and effect.

This includes, without limitation, ownership or intellectual property provisions, warranty disclaimers, and

limitations of liability. Termination of your access to and use of the Services shall not relieve you of any

obligations arising or accruing prior to termination or limit any liability that you otherwise may have to

the Company or any third party. You understand that any termination of your access to and use of the

Services may involve deletion of your User Content associated with your account from our databases.

No Warranty.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES

IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE

SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,

ACCURACY, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT

THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES

WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY

PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY

DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR

OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE

SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST

EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR

COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY

RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR

YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT,

ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES

ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY

LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION

BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY

OTHER USER.

THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR

INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE

SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY

STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF

IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE

LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES

ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY

OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES,

AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY

DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION

WITH YOUR USE OR INABILITY TO USE THE SERVICES, ANY THIRD-PARTY LINK, OR ANY

CONTENT ON THE SERVICES OR SUCH THIRD-PARTY LINK, INCLUDING, WITHOUT LIMITATION,

ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS

OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,

INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT

OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF

WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR

DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO

THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification.

You agree to indemnify, defend, and hold harmless the Company and its affiliates and their respective

officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively,

“Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages,

liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs,

fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of

enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance

providers, arising out of or relating to your breach of this Agreement or your use or misuse of the

Services including, but not limited to, your User Content or any actions taken by a third party using your

account. The Company reserves the right, at your expense, to assume the exclusive defense and control

of any matter for which you are required to indemnify us, and you agree to assist and cooperate with

our defense or settlement of these claims.

Disputes.

Governing Law.

All matters relating to this Agreement, and all matters arising out of or relating to this Agreement,

whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the

laws of the State of Oklahoma, without giving effect to any conflict of law principles.

Dispute Resolution.

Any action or proceeding arising out of or related to this Agreement or the Services shall be brought

only in a state or federal court located in the State of Oklahoma, County of Oklahoma County, although

we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in

your country of residence or any other relevant country. You hereby irrevocably submit to the

jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any

action or proceeding in such venues.

At the Company’s sole discretion, it may require any dispute, claim, or controversy arising out of or

relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, to

be submitted to and decided by a single arbitrator by binding arbitration under the rules of the

American Arbitration Association in Oklahoma. The decision of the arbitrator shall be final and binding

on the parties and may be entered and enforced in any court of competent jurisdiction by either party.

The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert

witness costs and expenses, and all other costs and expenses incurred directly or indirectly in

connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

All arbitrations shall proceed on an individual basis. You agree that you may bring claims against the

Company in arbitration only in your individual capacities and in so doing you hereby waive the right to a

trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-

plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or

consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the

American Arbitration Association, the arbitrator may not consolidate more than one person's claims, and

may not otherwise preside over any form of a representative or class proceeding. If a court decides that

applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for

relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in

court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING

THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Limitation to Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN [ONE (1) YEAR] AFTER THE

CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY

WAIVED AND BARRED.

Miscellaneous.

Waiver.

Except as otherwise set forth in this Agreement, no failure of the Company to exercise, or delay by the

Company in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate

or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power,

or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,

remedy, power, or privilege.

Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid,

illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or

provision of this Agreement or invalidate or render unenforceable such term or provision in any other

jurisdiction.

Entire Agreement.

This Agreement, together with all documents referenced herein, constitutes the entire agreement

between you and the Company with respect to the subject matter contained herein. This Agreement

supersedes all prior and contemporaneous understandings, agreements, representations, and warranties,

both written and oral, with respect to the subject matter hereof.

Headings.

Headings and titles of sections, clauses, and parts in this Agreement are for convenience only. Such

headings and titles shall not affect the meaning of any provisions of the Agreement.

No Agency, Partnership or Joint Venture.

No agency, partnership, or joint venture has been created between you and the Company as a result of

this Agreement. You do not have any authority of any kind to bind the Company in any respect

whatsoever.

Assignment.

You shall not assign or delegate any of your rights or obligations under this Agreement without the prior

written consent of the Company. Any purported assignment or delegation in violation of this Section

shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations

hereunder. The Company may freely assign or delegate its rights and obligations under this Agreement

at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit

of, be binding on, and be enforceable against each of the parties hereto and their respective successors

and assigns.

Export Laws.

The Services may be subject to U.S. export control laws and regulations. You agree to abide by these

laws and their regulations (including, without limitation, the Export Administration Act and the Arms

Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the

Services to either a foreign national or a foreign destination in violation of such laws or regulations.

Contact Information.

All notices of copyright infringement claims should be sent to the designated copyright agent as

provided in Section 7 (User Content). All other feedback, comments, requests for technical support, and

other communications relating to the Services should be directed to [email protected].