PLAYER PARTICIPATION AGREEMENT

1. Introduction.

a. This Player Participation Agreement (the “Agreement”) is between the player listed on the League’s registration form seeking to participate in the League (“Player”) (“Player”, and Guardian if applicable on behalf of Player) and NXT UP Esports LLC (the “Company”). This Agreement explains your rights and obligations as a participant in the league program (the “League”) for the game League of Legends (the “Game”) and governs your participation in the League. Any reference to “you” and/or “your” shall include references to Player and Guardian (defined below).

b. PARTIES AGREE THAT PLAYER IS UNDER THE AGE OF MAJORITY AND AS SUCH, ALL UNDERTAKINGS AND RIGHTS GRANTED BY PLAYER, ARE MADE BY THE GUARDIAN ON BEHALF OF PLAYER. THE PARENT OR LEGAL GUARDIAN OF PLAYER LISTED ON THE LEAGUE’S REGISTRATION FORM (“GUARDIAN”), AGREES TO THE TERMS AND CONDITIONS IN THIS AGREEMENT. GUARDIAN REPRESENTS AND WARRANTS THAT GUARDIAN HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND HAS A LEGAL RIGHT TO SIGN THIS AGREEMENT ON BEHALF OF PLAYER AS THE PLAYER’S PARENT OR LEGAL GUARDIAN. GUARDIAN SHALL INDEMNIFY AND DEFEND THE COMPANY FOR ANY CLAIMS RELATED TO GUARDIAN’S LACK OF LEGAL AUTHORITY TO SIGN THIS AGREEMENT ON BEHALF OF PLAYER. GUARDIAN HEREBY UNDERTAKES ALL OF PLAYER’S INDEMNITY AND PAYMENT OBLIGATIONS, AND GUARANTEE PLAYER’S COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

c. The League is operated by the Company and may involve use of the Company’s website and Discord server. The Company’s Privacy Policy can be found at www.nxtupesports.com/privacy-policy (“Privacy Policy”).

d. Anyone who participates as a player in the League agrees to comply with this document, the Privacy Policy, any rules and code of conduct the Company provides to you, and any other reasonable instruction from the Company (collectively, the “Official Rules”); provided the Official Rules may not reduce the rights explicitly afforded to you by this Agreement,.

e. To the extent that you use third-party websites and/or applications to access the League (e.g., Discord, email), you shall comply with all terms and conditions, privacy policies, and other applicable rules related to said websites and/or applications. The Company is not responsible for monitoring or ensuring your, or any third party’s, compliance with such terms and rules. You are wholly liable for your use of such websites and applications.

2. Term. The term of this Agreement (the "Term") shall begin on October 12, 2020 (“Term Start Date”) and end on January 31, 2020 (“Term End Date”), unless earlier terminated in accordance with Section 11 of this Agreement.

3. Consideration.

a. Consideration. In consideration for the covenants and promises made by you in this Agreement and in connection with the League, including your obligation to pay the Company One Hundred Fourteen Dollars and Fifty Cents ($114.50) (the “Fees”), the Company provides you with the opportunity to participate as a player in the League, and to receive coaching related to your participation and play of the Game. You acknowledge and agree that by participating in the League, you will receive access to information and coaching to which you otherwise are not entitled. You acknowledge the sufficiency of such consideration. You are not entitled to any financial compensation or equipment from the Company.

b. Disqualification. You acknowledge and agree that the Company, at any time and in its sole and absolute discretion, may disqualify you from the League, or implement other sanctions as appropriate, if you fail to comply with the League’s rules, code of conduct, or any other reasonable instructions provided to you by the Company.

4. Your Duties and Responsibilities. You agree not to use the League to:

a. violate any local, state, national or international law or regulation;

b. transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable;

c. stalk, harass, bully, or harm another individual;

d. violate any applicable code(s) of conduct;

e. engage in any malicious purpose;

f. transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;

g. knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

h. modify, circumvent or interfere with any security feature of, the League or applicable website/application, or attempt to do so;

i. sublicense, distribute or otherwise transfer the licenses for any “League Content” (defined below);

j. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, or to distribute false, misleading, or fraudulent information;

k. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the applicable website/application or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

l. modify, adapt, translate or create derivative works based upon the coaching or analysis provided, or website or any part thereof, except and only to the extent expressly permitted by the Company herein or to the extent the foregoing restriction is expressly prohibited by applicable law;

m. share, disclose, discuss, or otherwise publish the results and proceeds of any coaching, or similar analysis provided by the Company;

n. interfere with or disrupt the League, applicable website(s), application(s) or servers or networks connected thereto, or disobey any requirements, procedures, policies or regulations of networks connected thereto; or

o. alter or modify any content or component of the League or applicable website(s) or applications, other than as expressly permitted.

5. Intellectual Property.

a. You grant to the Company a non-exclusive, transferable, sub-licensable, royalty free, fully paid up, in perpetuity, throughout the world to use your name, likeness, image, voice, appearance, performance, statements you have provided to the Company, any photographs, audio and/or video footage taken of you, your streams or gameplay, any results, proceeds or forms of intellectual property arising out of the League, tag, nickname, aliases, animation, persona, autograph/signature, voice line or any other personal indicia, identifying characteristics, avatars and emojis, biographical information, life story and backstory and any and all goodwill, any other materials supplied by you that are expressly identified for use by the Company, statutory or common law rights of privacy or publicity related to any of the foregoing, and/or the results and proceeds of your participation with the League hereunder, without additional compensation (collectively, the “Player Content”) throughout the world in and in connection with any advertising, promotion, sponsorship materials, of the League in any manner, merchandising, publications and audio and/or visual recordings in connection therewith. For the avoidance of doubt, the foregoing license shall be granted on a perpetual basis to Company solely to the extent any Player Content is integrated into existing media or merchandise during the Term of this Agreement, including in respect of any portions, compilations or adaptations of such media derived following such Term.

b. During the Term, you agree to allow the Company and their respective affiliates to film, record and photograph you, either alone or together with others, for still photograph, motion pictures, radio, television, the internet or other media, at such times and places as the Company may reasonably designate and no matter by whom taken. The rights in all of the foregoing shall belong to the Company, and you shall be entitled to no royalties or additional compensation should the Company choose to exercise such rights.

c. You understand and agree that the rights granted pursuant to this Section may include the right for the Company to use, and grant third parties the right to use the Player Content associated with the League to market, promote or endorse third parties and/or their products, services or brands. As between you and the Company, the Company shall retain all revenues from the exploitation of the foregoing and you shall receive no royalties or compensation therefor.

d. The Company grants to you the non-exclusive, non-sublicensable, royalty-free, revocable license to use, display, and its copyrights, names, logos, trade names, trademarks, service marks, trade dress, design marks, League Content (defined below), brands and other product identifiers (collectively, the “Company Content”) throughout the world and solely in connection with your participation of the League under this Agreement in a manner determined by the Company in its sole and absolute discretion, and subject to its approval in each instance. You hereby acknowledge and agree that all right, title, and interest in and to the Company Content will at all times remain the sole and exclusive property of the Company. During the Term and thereafter, you will not take any action adverse to the Company’s rights in all the Company Content and any other intellectual property owned by the Company, anywhere in the world, and will not itself and will not assist any person or entity to challenge the validity of the Company Content, the Company’s ownership of, or right to license, the Company Content, or any registration or application for registration therefore represent in any manner that you have any title or right to the ownership, registration or use of the Company Content.

e. You represent and warrant that you have all rights necessary to grant the rights herein, and that the Company will not be infringing upon the rights of any third party by exercising the rights you grant herein.

f. No person or entity is obligated to use, transmit, publish, broadcast, distribute or otherwise exploit the Player Content, and that any use thereof made by the Company, its sponsors, or its affiliates is at their discretion pursuant to terms of this Agreement.

g. You hereby irrevocably grants and assigns to the Company, and as between you and the Company, the Company shall own as the Company’s sole and absolute property for any and all purposes and uses whatsoever, exclusively and perpetually throughout the world, all rights of every kind or nature, whether now known or hereafter devised, in and to all activities performed in association with the League, any analysis or coaching provided to you (to the extent such analysis or coaching is reduced to protectable intellectual property) including the results and proceeds thereof. This includes any gameplay footage or clips derived from your participation in the League, or any promotional activities for the League that you may conduct. Without limiting the foregoing, the Company shall have the right, in the Company’s sole and absolute discretion, to combine your activities associated with the League and the results and proceeds thereof with activities or materials rendered or furnished by others in connection with the League; and the results and proceeds of such activities; to exploit said activities and the results and proceeds thereof in any media whatsoever (whether now known or hereafter devised) without the payment of any additional compensation hereunder.

h. The Company’s rights under this Section are fully sub-licensable, transferable and assignable to any third party, at the Company’s sole discretion.

i. The rights granted to the Company in this Section shall vest in the Company regardless of whether this Agreement is terminated before the Term End Date.

j. You acknowledge that, as between you and the Company, the Company owns all right, title, and interest in and to the League. The League may include materials that are or may be found to be in the public domain under applicable laws. The Company makes no representation or claim of copyright ownership to any such materials. The League may contain links to third-party websites and other Internet resources that are not owned or controlled by the Company (“Third-Party Materials”). The Company’s provision of a link to any Third-Party Materials is for your convenience only and does not signify the Company’s endorsement of such other website or resource or its contents. The Company shall have no responsibility or liability for any content, information, software, materials or practices of any third-party materials including any product or service advertised or offered by a third-party through the curriculum or any linked website or featured in any advertising.

6. Information Ownership and Accuracy.

a. User Submissions.

i. The content in the League, other than “User Submissions” (defined below), including, without limitation, videos, clips, photos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “League Content”) and Company Content are owned by the Company or its licensors and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws. Except as expressly authorized by these terms or as otherwise expressly authorized by the Company through the League, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the League or any portion of the League, including, without limitation, the Company Content. The League is provided for your personal, non-commercial use only. You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Company Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Company Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Company Content.

ii. The League may enable you, among other things, to post and share comments, photos, messages and other content (collectively, the “User Submissions”). Such User Submissions will generally be available to all participants in the League. When you provide the Company with a User Submission, you grant to the Company and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose. You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions. You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the League that you do not want to be viewed by others. The Company reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the League.

iii. You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to the Company the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third-party.

iv. The Company disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against the Company with respect to such User Submissions.

b. Feedback. You agree that the Company and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the League including Feedback that you or your parents send to the Company, the Company’s affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that the Company has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.

c. No Guarantee of Accuracy/Completeness. The Company is not responsible for the accuracy or completeness of information distributed in the League.

7. Representations and Warranties.

a. Player hereby warrants and represents that:

i. Player has the full right and authority to enter into this Agreement and grant the rights herein granted;

ii. Player has not made and will not make any commitment nor do any act in conflict with this Agreement or the Company’s rights hereunder;

iii. Player is not involved with any professional endeavors which would materially adversely affect, or interfere with the full performance by Player of Player’s duties and obligations under this Agreement or the exercise of Player’s best efforts hereunder;

iv. There is no claim, action, suit, or proceeding pending, or, to Player’s actual knowledge, threatened, which if adversely determined would affect the ability of Player to enter into this Agreement or to perform the duties and obligations hereunder;

v. Player will observe and comply with all instructions of the Company regarding access to, and use of, the facilities, hardware, software and equipment used in or for the League; and

vi. Player will observe and comply with all Official Rules.

8. Privacy.

a. You are instructed to not submit any personal identifying information (e.g., legal name, address) (“Personal Information”) to the Company via the applicable program website(s) or program applications over which the Company has control (with the sole exception of providing the necessary contact information for you, the parent/guardian, to the extent required to submit your application to the Company). Subject to the foregoing exception, do not disclose any Personal Information while using any applicable website(s) or applications over which the Company has control. In the event you submit such Personal Information to the Company via the applicable website(s) or applications over which the Company has control, and the Company becomes aware of such submission, the Company will use commercially reasonable efforts to comply with all applicable laws regarding the collection, use and disclosure of Personal Information. You shall reasonably cooperate with the Company’s specific requests as necessary to facilitate such compliance.

b. In the event you submit Personal Information to the Company by any means, you and your parent/guardian have the right to request that the Company delete or destroy such information from its records; to do so, please email the Company and reasonably cooperate with the Company’s efforts to delete or destroy the applicable information. the Company will not disclose any Personal Information to any third-party without your parent/guardian’s consent.

c. In the event you submit Personal Information to anyone in connection with the League via Discord (e.g., other League participants) or other similar applications, and desire to delete that communication, please use the “Edit” and/or “Delete” features available to you in Discord and/or the similar applications, refer to the applicable terms of service or privacy policy, and/or contact the developer or owner of Discord or other applicable application with further questions on the process to do so. The Company is not liable for the effectiveness of those features.

9. Confidentiality & Non-Disparagement.

a. You shall not, either during or subsequent to the Term of this Agreement, directly or indirectly divulge the “Confidential Information” (defined below), nor will you disclose the Confidential Information to anyone other than an employee, contractor or agent of the Company or your Guardian who is bound by a similar confidentiality obligation. You will not use the Confidential Information in any way, other than in performing this Agreement.

b. Confidential Information means proprietary and confidential business, strategic, and competitive information of the Company, its subsidiaries, or its affiliates, as well as all information and materials disclosed (whether in oral, written, or other tangible or intangible form, including but not limited to skype messages, texts, and voice communications) by the Company, including the contents of the League, and any coaching or analysis provided by the Company (the “Confidential Information”). Confidential Information includes, without limitation, any information regarding the Company’s trade secrets, inventions, know-how, financial status, strategic plans, internal communications, in-game strategies or tactics, marketing plans, methods, designs, pricing and clients, products, services, vendors, employees, policies or practices, the Company’s strategies, tactics, and competitive data, or any other information which is not generally known to the trade or to the public. The Confidential Information shall not be disclosed by you any other persons. This restriction shall not apply to any of the following information: (i) information that is known to you prior to the disclosure by the Company; (ii) information that has become publicly known through no wrongful act of you; (iii) information that has been rightfully received from a third-party without restriction on disclosure and without breach of this Agreement; (iv) information that has been approved for release by written authorization of the Company; or (v) information that has been furnished by the Company to a third-party without a similar restriction on disclosure.

c. You agree that you will not, privately or publicly, disparage, or make derogatory, pejorative or offensive remarks about the Company, the League, or any person or entity affiliated with any of the foregoing. Notwithstanding the foregoing, in the event you truthfully answer questions posed by any governmental agency or the like (including without limitation, truthfully testifying or answering questions under oath), the same shall not be deemed a breach of this Agreement. The terms and conditions of this section shall survive the termination or expiration of this Agreement for a period of five (5) years.

10. Indemnification. You agree to indemnify the Company, the Company’s successors, licensees and assignees, and the employees, shareholders, partners, officers, attorneys and agents thereof, harmless from and against any and all third-party losses, costs (including without limitation reasonable attorneys’ fees), liabilities, damages and claims of any nature arising from any breach or alleged breach by you of this Agreement, any representation or warranty made by you under this Agreement, or if your actions or statements cause the Company to be sued by a third-party.

11. Termination.

a. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and fails to cure such material breach upon ten (10) days written notice.

b. The Company may terminate this Agreement immediately if:

i. You are arrested or formally charged with any felony, or misdemeanor involving moral turpitude;

ii. You commit an act or omission of moral turpitude, dishonesty or fraud which brings you into substantial scandal or contempt;

iii. You place any wager on a professional match of the Game, or any games or matches conducted or operated by the Company;

iv. You fail to participate in the League hereunder in a manner expected of a player under normal trade or industry practices;

v. You do not comply with the rules or code of conduct of the League as determined in the Company’s sole and absolute discretion;

vi. You do not comply with the reasonable instructions of the Company associated with your participation in the League;

vii. You engage in conduct which the Company, in the good faith exercise of its subjective judgment, deems harmful to the business, reputation or relationships of the Company, or any of its parents, subsidiaries or affiliated companies.

c. Either may terminate this Agreement, without cause, by providing the other party with thirty days written notice of its intention to do so.

d. Upon termination or expiration of this Agreement, you shall irretrievably delete or destroy any information in their possession, custody, or control that relates to the business of the Company, including any information relating to their affiliates or any Confidential Information.

e. Unless otherwise required by law, the Company is under no obligation to provide you with a refund of the Fees in the event that this Agreement is terminated before the Term End Date or otherwise.

12. Disclaimer of Warranties and Limitation of Liability.

a. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS MADE AVAILABLE TO YOU "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PROGRAM; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PROGRAM; (D) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, CODES OF A DESTRUCTIVE NATURE, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE PROGRAM BY ANY THIRD-PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION OR DATA POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE PROGRAM.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY WILL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF ANY DELAY IN RENDERING SERVICE, LOSS OF DATA, LOSS OF USE OR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH THE COMPANY’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED THE FEE.

d. YOU RELEASE, ACQUIT AND FOREVER DISCHARGE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND THE COMPANY’S AFFILIATES FROM AND AGAINST ANY AND ALL CHARGES, COMPLAINTS, ACTIONS, SUITS, PROCEEDINGS, HEARINGS, INVESTIGATIONS, CLAIMS AND DEMANDS ARISING ON OR BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT.

e. DURING THE LEAGUE, YOU MAY BE PROVIDED WITH LINKS TO THIRD-PARTY WEBSITES AND/OR SERVICES. THE COMPANY IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING THE CONTENT OR ACCURACY OF SUCH WEBSITES AND/OR SERVICES. YOU WILL NOT HOLD THE COMPANY LIABLE FOR ANYTHING ARISING OUT OF OR IN RELATION TO SUCH THIRD-PARTY WEBSITES AND/OR SERVICES INCLUDING YOUR USE THEREOF.

13. Additional Waivers.

a. To the full extent permitted under the law, you, your personal representatives, successors and assigns, hereby assume all risk of injury or damages to your person or property, while voluntarily choosing to be involved in the photography, video and/or audio sessions related to the Agreement, and any activities contemplated by this Agreement and/or the League. You release the Company, and each of their representatives, agents, employees, officers, directors, shareholders, landlords and lessors from and against any claim, demand, suit, judgment, cost or fees, including reasonable attorneys’ fees, damages, or other liabilities relating to or arising out of activities connected with this Agreement and the League.

b. You further acknowledge and agree that the Company shall not be liable to you or applicable third-party, for statements, communications, and other acts made or performed by other participants in the League. the Company shall have no responsibility to monitor and/or control, or other liability related to, the statements, communications, and/or acts of other League participants.

14. Applicable Law. This Agreement shall be governed by the laws of California applicable to agreements made in and wholly performed in that jurisdiction, and you submit and consent to the jurisdiction of courts present in that jurisdiction in any action brought to enforce, or otherwise relating to, this agreement.

15. Survival of Terms. Those provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

16. Arbitration. If a dispute arises concerning or relating to this Agreement or any subsequent independent contractor or employment relationship between the parties, other than injunctive relief and equitable relief, the dispute shall be submitted to binding arbitration under the Arbitration Rules and Mediation Procedures (available at http://www.adr.org) of the American Arbitration Association (“AAA”) then in effect. The arbitration shall take place in the jurisdiction identified in Los Angeles, California and you agree to submit to the jurisdiction of the arbitrator selected in accordance with the AAA rules. The parties’ agreement to arbitrate any and all disputes (except as otherwise provided herein) is governed by and is subject to the rules of any applicable State’s Arbitration Act (including its mandatory and permissive rights to discovery) and the Federal Arbitration Act or their successor or replacement statutes. Any decision and findings of the arbitrator shall be final and binding on the parties and held confidential by the parties, and the parties agree to execute all documents necessary to maintain such confidentiality. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHT TO A TRIAL IN A COURT OF LAW. You and the Company shall have the right to be represented by legal counsel at any arbitration proceeding, provided each party shall bear the cost of their own counsel. The arbitrator shall have the authority to award such relief as would otherwise be permitted by law. Questions of arbitrability shall be decided by the arbitrator. The parties shall be equally responsible for all fees associated with the arbitrator’s fee, associated travel expenses, the rental of a room to hold the arbitration hearing and similar costs.

17. Miscellaneous Terms.

a. Independent Contractors. It is the intention of the Company and you that the Company and you are, and will be deemed to be, independent contractors with respect to the subject matter of the Agreement and League, and nothing contained in the Agreement and/or League will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between the Company and you.

b. Attorneys’ Fees. If any legal action or proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the prevailing party shall bear the cost of its own attorneys’ fees and shall not be entitled to recover such fees from the other party.

c. Waiver & Modification. No waiver or modification of the terms hereunder shall be valid unless in writing signed by the party to be charged.

d. Notices. All notices in accordance with the Agreement and/or League shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by email, or three days after being sent by prepaid certified or registered FedEx to the address last provided to the other. The Company may provide you with notice by posting the applicable information to the applicable website and/or application used in connection with the League, in writing.

e. Entire Agreement. This Agreement and all exhibits hereto constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and/or contemporaneous written or oral agreements and understandings pertaining hereto. Its enforceability is not dependent on the enforceability or effectiveness of any other agreement, document or understanding.

f. Miscellaneous. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed against any party hereto, whether under any rule of construction or otherwise. Each party to this Agreement has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, including but not limited to with respect to any uncertainties or ambiguities, the same shall not be construed against either party to this Agreement on the grounds of it being the drafting party or otherwise.

g. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement shall not be deemed invalid but shall remain in full force and effect, and shall be enforced to the fullest extent permitted by law.

h. No Legal Advice. You acknowledge and agree that the Company does not provide, nor is anything in this Agreement, the League, or any other information provided to you by the Company, legal advice. All materials and information made available to you are for reference purposes only.

i. Age Minimum. The League is not permitted for children under 13 years of age or above the age of 17. Participants in the League must be between the ages of 13 and 17. By entering into this Agreement you represent and warrant that you are between the ages of 13 and 17 and that you have obtained the consent of your parent or legal guardian to participate in the League or that you are an emancipated minor, as applicable. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s participation in the League and in accordance with this Agreement, and agree that you will monitor your child’s participation in the League and consent thereto.