Terms of Service

LAST UPDATED: JULY 22 2023

This terms of service agreement (“Terms”) governs the access to and use of the platform service currently located at krokit.com (the “Site”), and successor site(s), platform(s), app(s), and tools (collectively, the “Platform”) together with any offerings made available via the Platform, and applies to franchisor customers (each, a “Franchisor”), franchisee customers (each, a “Franchisee”), and any other user of the Platform. A user may be referred to herein as Franchisor, Franchisee, “you,” and/or “user,” and Krokit, Inc. may be referred to as “Krokit,” the “Platform,” and “we.”

‍ Please read these Terms carefully before using the Platform or purchasing any offerings made available via the Platform. These terms constitute an agreement between you and Krokit, Inc. (“Krokit”). By accessing or using the Platform, clicking on the “I Accept” or similar button, and/or by completing the registration process and/or purchasing access to any part of the Platform, you agree that you have read and understood, and as a condition to your use of the Platform, you agree to be bound by, these Terms. IF YOU ARE NOT ELIGIBLE (SEE BELOW), OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM AND YOU MAY NOT ACCESS OR USE THE PLATFORM.

Your use of, and participation in, the Platform may be subject to additional terms for specific Krokit features, products, and/or tools ("Supplemental Terms"). Such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplemental features of the Platform. Without limiting the foregoing, certain features, products, and/or tools of the Platform made available through the Platform may be subject to additional terms and conditions that are different from those set forth herein. Any such terms and conditions will be identified for such materials, tools, or components of the Platform, and by accessing the same, you agree to be bound by and comply with such Supplemental Terms. If any provision in these Terms is inconsistent with any provision in the Supplemental Terms, the provision in the Supplemental Terms shall control with respect to the applicable features, products, and/or tools for which the Supplemental Terms have been provided. The Terms and any applicable Supplemental Terms are hereinafter referred to herein as the “Agreement.”

‍ You must be at least 18 years old to use the Platform. By accessing or using the Platform or otherwise agreeing to this Agreement, you represent and warrant to Krokit that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Platform; and (c) your use of the Platform is in compliance with any and all applicable laws and regulations. If you are an individual representative of an entity, organization, or company, you represent and warrant that you have authority to bind such entity, organization, or company to the Agreement. This Agreement contains a binding individual arbitration and class action waiver provision in Section 18 (Binding Arbitration and Class Action Waiver) that affects your rights under this Agreement with respect to any claim between you and Krokit and each of its current or former affiliates, including

parents or subsidiaries, and any predecessor or successor entity to any of the foregoing, and its and their respective shareholders, directors, officers, agents, employees, affiliates, representatives, licensors, suppliers, and service providers (collectively, “Krokit Parties”).

‍ I. GENERAL

a. Changes to Terms‍

We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms on the Platform. The “LAST UPDATED” legend above indicates when these Terms were last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. Krokit may require you to consent to the updated Agreement in a specified manner before further use of the Platform is permitted. In the event you do not agree to any change(s) after receiving such notice thereof, you must stop using the Platform. Otherwise, your continued use of the Platform constitutes your acceptance of such change(s). We may, at anytime and without liability, modify, or discontinue all or part of the Platform (including access to the Platform via any third-party links) or offer opportunities to some or all Platform users.

b. Communications from Krokit‍

By using the Platform or providing personal information to us, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Platform, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third-party partners, and news concerning the Platform and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

c. The Platform‍

The Platform is owned and operated by Krokit, and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform provided by Krokit are protected by intellectual property and other laws. In addition to the foregoing, all information, data, text, software, graphics, messages, and/or other materials included and made available to you by Krokit through the Platform are the property of Krokit or its third-party licensors (the “Krokit Property”).

The Platform designed to provide you with the resources to research, develop, launch, and operate your franchise business, and we provide you a limited, non-exclusive, non-transferable, non- sublicensable, revocable right and license to access the Platform and the Krokit Property solely for this purpose. Any other use of the Platform and/or the Krokit Property is expressly prohibited. Krokit reserves all rights to the Platform and to the Krokit Property not granted expressly in these Terms.

‍ You acknowledge and agree that Krokit may require you to accept updates to the Platform that you have installed on your computer or mobile device. You acknowledge and agree that Krokit may update the Platform with or without notifying you. You may also need to update third-party software from time to time in order to use the Platform and any third-party software (for example, for certain premium add-ons and/or plugins that you purchase, license, or otherwise access through the Platform).

d. Your Account‍

Krokit may require you to create an account (“Account”) by providing a valid email address, username, password and other information as prompted by the registration form. When registering, you are prohibited from selecting or using as a username that is: (a) a name of another person with the intent to impersonate that person; (b) a name that is subject to any rights of a person other than you without appropriate authorization; or (c) a name that is otherwise offensive, vulgar or obscene. For example, you may not register using the name of a business leader or investor, unless you have the rights to such name.

‍ We reserve the right to reject any username or to terminate your username and give such username to another user of the Platform in our sole discretion, and without any liability to you. You represent and warrant that (a) the information you provide to us upon registration and at all other times will be accurate, current and complete and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or is incomplete, or Krokit has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or is incomplete, Krokit has the right to suspend or terminate your Account and refuse any and all current or future use of Platform (or any portion thereof). You agree not to create an Account or use the Platform if you have been previously removed or banned from using the Platform.

‍ You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You must notify us immediately at [email protected] if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You agree that you shall monitor your Account to prevent use by minors, and you will accept full responsibility for any unauthorized use of the Platform by minors.

‍ Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Krokit. You must provide all equipment and software necessary to connect to the Platform. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Platform.

‍ For information about how we collect, use, and share information about users of the Platform, please see our privacy policy: https://app.krokit.com/privacy-policy (“Privacy Policy”).

‍ e. License to Access.

‍Subject to your compliance with this Agreement, including without limitation the Terms, any Supplemental Terms, and the Privacy Policy, as the same may be updated from time to time, Krokit hereby grants you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, the right and license to use the Platform to the extent permitted by this Agreement and by the features of the Platform. Krokit reserves all rights not expressly granted herein in and to the Platform.

‍ f. Payment of Fees.

‍ You will be responsible for payment of the applicable Fees for your access to and use of the Platform at the time you create your Account and selects your user category. All Fees are due on the commencement of each subscription period and will be automatically charged to your designated method of payment. All Fees are non-refundable.

‍ Krokit reserves the right at any time to change its prices and billing methods upon notice to you in the Platform and by email. Krokit additionally reserves the right, including without prior notice, to (a) discontinue making available any part of the Platform, (b) impose conditions on the honoring of any coupon, discount or similar promotion, (c) bar any user from making any Transaction, and (d) refuse to provide any user with any offerings. Your consent will be required prior to processing any adjustment to the Fees.

‍ g. Payment Methods.

‍ We may make available the ability to purchase or otherwise obtain access to certain parts of the Platform or certain offerings made available via the Platform (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information. You represent and warrant that you have the right to use any credit card or other method of payment that you submit in connection with a Transaction. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the purchased offering will be used only in a lawful manner.

‍ You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. As a condition to subscribing to the Platform, you must provide Krokit's payment processor with a valid credit card or debit card number (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card, debit card, or other method of payment, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Krokit with your credit card or debit card number or PayPal account and associated payment information, you agree that Krokit is authorized to immediately charge your Account for all fees and charges due and payable to Krokit hereunder and that no additional notice or consent is required. You agree to immediately notify Krokit of any change in your billing address or the credit card, debit card, or other method of payment hereunder. We may also receive updates to your credit card, debit card, or other payment information from our payment processors. If such changes or updates to your payment information occur after a renewal of your subscription for which Krokit has not received payment, we may also change your subscription period. Following any change or update, whether made by you or by us, you authorize us to continue to charge the applicable method of payment.

‍ h. Taxes.

‍ Your Fees do not include any Sales Tax (as defined below) that may be due in connection with the services provided under this Agreement. If Krokit determines it has a legal obligation to collect a Sales Tax from you, Krokit shall collect such Sales Tax in addition to the Platform Subscription Fees. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Krokit, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Krokit for any liability or expense Krokit may incur in connection with such Sales Taxes. Upon Krokit's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

‍ You agree to make all payments of fees to Krokit free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Krokit will be your sole responsibility, and you will provide Krokit with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

‍ i. Free Trials and Other Promotions. ‍

‍ Any free trial or other promotion that provides access to the Platform must be used within the specified time of the trial. At the end of the trial period, your use of the Platform will expire, and any further use of the Platform is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact [email protected] have the charges reversed. For the avoidance of doubt, all free trials, promo codes and other promotions are subject to the terms, conditions, and limitations presented by Krokit with such promotion.

‍ II. PLATFORM FEATURES AND OFFERINGS

‍ You will have access to the offerings made available to your applicable category of user of the Platform, which may include, without limitation, certain franchise “Operating,” “Research & Development,” and “Financing” features (each as defined below).

‍ a. Operating - Research & Development.

The Platform may provide you the opportunity to assess the geographic and demographic market for competitive franchises, to identify potential locations for the expansion of the Franchise, and to compare your franchise to certain third-party franchises and franchisees, through the aggregation, compilation, and presentation of third-party data from a variety of public and proprietary sources (“Third-Party Data”), for purposes of evaluating the business performance, growth prospects, and other opportunities for the Franchise. As between you and Krokit, this Third-Party Data is Krokit Property, and is provided in order to facilitate and support investor, entrepreneur, and business operator decision-making.

‍ Provided that you are not in breach of this Agreement, Krokit grants you the limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access this Third-Party Data and to use it for your private and professional purposes, which may include without limitation developing your own investment and operational materials, which you may provide to third parties in the ordinary course of business. You do not have the right to sublicense or otherwise exploit any of this Third-Party Data for any other purpose, whether in exchange for consideration or otherwise. You do not have the right to use any of the trademarks, trade dress, or other proprietary intellectual property belonging to Krokit and/or any other party, including, without limitation, third party franchisors, except as and to the extent expressly provided for in these Terms.

‍ For clarity, Krokit will not make available to you any data belonging to other users of the Platform, except to the extent, if at all, that such users have expressly agreed to make such data available for your review and use. Krokit grants you the limited, non-exclusive, non-transferable, non- sublicensable, revocable right to access the Research & Development features, and to use the Third-Party Data for your lawful and permissible purposes, which may for the avoidance of doubt include your marketing, advertising, and other public communications, provided that your use thereof is not in breach of this Agreement or any other agreement to which you are a party. You do not have the right to sublicense or otherwise commercially exploit the Third-Party Data for any other purpose, whether in exchange for consideration or otherwise.

‍ You assume all risks in connection with the use of the Third-Party Data by you and your affiliates, agents, employees, designees, and/or your successors-in-interest. Krokit expressly disclaims any representation or warranty as to the accuracy, validity, or completeness of any of the Third-Party Data. Franchisee agrees to indemnify the Krokit Parties against any losses incurred in connection with your use of the Third-Party Data in any manner except as expressly provided for herein.

b. Operating - Franchise Data:

The Platform may provide you to provide automated real-time access to your franchise financial and business performance data (“Franchise Data”), which Franchise Data will be aggregated, analyzed, and summarized on the Platform in order to allow you to better understand and analyze financial, demographic, and other data pertaining to the operation of your Franchise (e.g., the “Franchise Scoreboard”), to help you identify opportunities to improve the performance of your franchise, and to allow you to model future performance, estimate royalty payments, and explore financing and growth options (collectively, the “Operating” features). Krokit grants you the limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Franchise Data and to use it for your lawful and permissible private and professional purposes, provided that your use thereof is not in breach of this Agreement or any other agreement to which you are a party. You do not have the right to sublicense, distribute to third parties, or otherwise exploit any of this Franchise Data for any other purpose, whether in exchange for consideration or otherwise. You represent and warrant that any Franchise Data provided by you is, to the best of your knowledge, accurate and complete, and you agree not to modify, misrepresent, or mischaracterize your Franchise Data in any way, including without limitation so as to distort or exaggerate the financial performance of your franchise in any respect. You assume all risks in connection with the use of the Franchise Data by you, your affiliates, agents, employees, designees, and successors-in-interest. Krokit expressly disclaims any representation or warranty as to the accuracy, validity, or completeness of any of the Franchise Data. You agree to indemnify the Krokit Parties against any losses incurred by the Krokit Parties in connection with your use of the Franchise Data in any manner except as expressly provided for herein.

‍ You retain exclusive ownership of your Franchise Data. For the avoidance of doubt, Krokit will not distribute or publish your Franchise Data to the general public, and your Franchise Data will not be made available to third-party users of the Platform except as you may expressly authorize.

c. Franchise Services.

The Platform may provide you the opportunity to access certain services to support the operation of the Franchise, which services may include, without limitation, strategy and operational consulting services, accounting, finance, legal, marketing, insurance, and other forms of support (the “Franchise Services”). Access to the Franchise Services may be subject to the execution of a separate agreement (a “Franchise Services Agreement”) and/or the payment of additional fees. The Franchise Services may be provided by third parties and/or directly by Krokit, and Krokit may provide white-labeled Franchise Services with the support of third-party providers. Your status as a Krokit user does not guarantee or entitle you to receive any Franchise Services, and you should carefully evaluate any Franchise Services offer you receive, including without limitation by comparing the terms and conditions of any Franchise Service Agreements with third party offerings. If you do enter into a Franchise Services Agreement, you will be solely responsible for the performance of any and all of your obligations thereunder. Krokit will have no responsibility for the performance of any obligations under a Franchise Services Agreement unless and to the extent that Krokit is party to any such agreement and expressly undertakes any such obligations. Except to the extent that Krokit is a direct party, Krokit will not review any Franchise Services Agreements, and Krokit will not monitor the performance of any party to a Franchise Services Agreement. Krokit makes no representation or warranty, and expressly disclaims all representations, warranties, and covenants, including without limitation any express or implied covenant or warranty of fitness for use, with respect to the Franchise Services. You assume all risk in connection with the accuracy, validity, completeness, or fitness for use of the Franchise Services.

d. Financing.

The Platform may provide you the opportunity to apply for capital to finance the development, operation, and growth of your business (“Financing”). Financing options may include term loans, advance receivables, credit lines, equipment financing, and other options to be designated by third- party financiers in their sole and absolute discretion. Any Financing may be provided by Krokit and/or by third parties (and may be provided by Krokit on a white-labeled basis, with the support of third-party providers), and any Financing will be subject to additional terms and conditions agreed to by you in connection with each such Financing in the form of financing agreements (“Financing Agreements”). Your status as a Krokit user does not guarantee or entitle you to receive any Financing, and you should carefully evaluate any Financing offer you receive, including without limitation by comparing the terms and conditions of any Financing Agreements with third party offerings. If you do enter into a Financing Agreement, you will be solely responsible for the performance of any and all of your obligations thereunder, and your counterparty(ies) will be solely responsible or the performance of any and all of their respective obligations thereunder. Except to the extent that Krokit is a direct party to a Financing Agreement, Krokit will not review any Financing Agreement, and Krokit will not monitor the performance of any party to a Financing Agreement. Krokit expressly disclaims any and all representations and warranties relating to the Financing and/or the Financing Agreements, including without limitation the availability thereof and the terms and conditions upon which any Financing may be provided. You agree to indemnify and hold harmless the Krokit Parties from and against any and all third-party claims in connection with any Financing Agreements to which you are a party.

‍ e. Third Party Materials.

Certain Platform functionality, including without limitation the Franchise Research, Franchise Data, Franchise Financing and the Franchise Services, may make available access to information, products, services, and other materials made available by third parties (“Third-Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third-Party Materials.

‍ Krokit may or may not specifically identify Third-Party Materials as such, and it may or may not be apparent to you whether information, products, services, and other materials are wholly or partially comprised of Third-Party Materials. We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of any Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in these Terms will be deemed to be a representation or warranty by Krokit with respect to any Third-Party Materials, including without limitation the accuracy or completeness thereof. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third-Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.

‍ YOUR USE OF AND RELIANCE UPON THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS).

f. Certain Restrictions.

You must use the Platform in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Platform, you shall not:

i. interfere with security-related features of the Platform, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Platform except to the extent that the activity is expressly permitted by applicable law;

ii. interfere with the operation of the Platform or any user's enjoyment of the Platform, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Platform; (c) collecting personal information about another user or any third party, except as and to the extent expressly permitted by these Terms; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform;

‍ iii. use the Platform for any commercial activity, except as and to the extent expressly authorized by these Terms;

‍ iv. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

‍ v. disclose personal information about another person or harass, abuse, or post, transmit, or otherwise make available through or in connection with the Platform any content or materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.

‍ vi. license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Platform to a third party without our express written consent;

‍ vii. use the Platform in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;

‍ viii. violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);

‍ ix. frame or utilize framing techniques to enclose any trademark, logo, or other Krokit Property (including images, text, page layout or form);

‍ x. use any metatags or other “hidden text” using Krokit’s name or trademarks;

‍ xi. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to retrieve, index, “scrape,” “data mine,” or otherwise gather Platform content or reproduce or circumvent the navigational structure or presentation of the Platform, without Krokit’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, Krokit grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Krokit reserves the right to revoke such permission, either generally or in specific cases, at any time and without notice;

‍ xii. except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any Krokit Property in any form or by any means;

xiii. reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without Krokit’s express prior written consent.

‍ xiv. remove or destroy any copyright notices or other proprietary markings contained on or in the Platform;

‍ xv. if you are a business entity, use the Platform in connection with more than one individual affiliated with that entity per subscription;

‍ xvi. Systematically download and store Platform content; or

‍ xvii. assist or permit any persons in engaging in any of the activities described above. Krokit, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Platform or Krokit Property terminates the licenses granted by Krokit pursuant to the Agreement. You may use the Platform only for its intended purpose.

‍ You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use or access the Platform.

‍ III. YOUR CONTRIBUTIONS

‍ a. You Must Have Rights to Your Contributions.

Krokit may provide you the ability to submit, upload, publish, display, or otherwise make available through the Platform certain data, information, and other content (collectively, “Contributions”). You or a third-party licensor, as appropriate, retain all intellectual property rights to all Contributions that you make available (“Your Contributions”). Krokit does not claim ownership of Your Contributions. This also means that you are responsible for protecting any of your rights in Your Contributions and we need not enforce a violation of these Terms by another user as it pertains to Your Contributions, except in accordance with our DMCA Policy (see Section 19 below). When you post or publish Your Contributions to the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Contributions (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Contributions. You warrant that the holder of any worldwide intellectual property right in Your Contributions, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. Do not submit any Contributions to the Platform if you are not the owner of all intellectual property and other proprietary rights in such Contributions, or are not fully authorized to grant rights in all of the elements of the Contributions. For the avoidance of doubt, any contribution of Your Contributions is a privilege, not a right, and we may terminate the privileges of any user at any time and for any reason, without liability to such user. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.

b. License to Your Contributions.

For each of Your Contributions, you hereby grant to us a worldwide, royalty-free, fully paid-up, non- exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such Contribution, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

‍ You represent and warrant that you have all rights necessary to grant the licenses described in this section, and that your Contributions, and your provision thereof through and in connection with the Platform, are complete and accurate, and are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law or legal theory.

c. Storage.

Krokit has no obligation to store any of Your Contributions that you submit to the Platform. Krokit has no responsibility or liability for the deletion or accuracy of any Contributions, including Your Contributions; the failure to store, transmit or receive transmission of Your Contributions; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform.

d. Right to Sublicense.

All of the rights you grant in the Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of third-party sites who may have the right to access your Contributions pursuant to permissions granted in this Agreement and/or in additional agreements you may subsequently enter into , as well as other users who properly use and obtain certain rights to access Your Contributions pursuant to this Agreement, will not have any responsibility to you or any other third party for Your Contributions.

‍ e. Third Party Contributions.

We do not represent or guarantee the truthfulness, accuracy, or reliability of Contributions provided to the Platform by other users. You accept that any reliance on third-party Contributions will be at your own risk. By using the Platform, you accept the risk that you might be exposed to third-party Contributions that are objectionable, false, misleading, disparaging, derogatory, inaccurate, or otherwise offensive, damaging, and/or harmful.

‍ We are not responsible for any disputes or disagreements between you and any third party you interact with using the Platform, including other users. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Krokit of all claims, demands, and damages in disputes among you and other users of the Platform and will not involve us in such disputes. Use caution and common sense when using the Platform and dealing with other users.

‍ IV. KROKIT’S PROPRIETARY RIGHTS

Our ownership of the Platform is protected by proprietary rights and laws. All trade names, trademarks, service marks, and logos on the Platform not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos in connection with any offering that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner. Any unauthorized use of such materials may violate laws and regulations governing intellectual property.

‍ V. DISCLAIMER

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SITE, ANY OFFERINGS, SERVICES, AND PRODUCTS MADE AVAILABLE VIA THE PLATFORM, INCLUDING THE SITE, AND INCLUDING ANY THIRD PARTY MATERIALS, ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) KROKIT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM, THE SITE, ANY OFFERINGS, SERVICES, AND PRODUCTS MADE AVAILABLE VIA THE SITE, AND ANY THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERS) ARE MADE FOR THE BENEFIT OF THE KROKIT PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

‍ VI. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) KROKIT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, KROKIT WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SITE OR ANY OFFERINGS, SERVICES, OR PRODUCTS MADE AVAILABLE VIA THE PLATFORM, ANY OUTPUT OR RESULTS PRODUCED BY REFERENCE TO, ASSISTANCE OF OR USE OF THE PLATFORM, OR ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, ANY OUTPUT OR RESULTS PRODUCED BY REFERENCE TO, ASSISTANCE OF OR USE OF THE PLATFORM, OR THIRD PARTY MATERIALS IS TO STOP USING THE PLATFORM; (D) THE MAXIMUM AGGREGATE LIABILITY OF KROKIT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING FROM THE PLATFORM WILL BE THE GREATER OF $10.00 AND THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO KROKIT TO USE THE PLATFORM; AND (E) THE MAXIMUM AGGREGATE LIABILITY OF KROKIT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING FROM THE OFFERINGS, SERVICES, OR PRODUCTS MADE AVAILABLE VIA THE PLATFORM WILL BE THE TOTAL AMOUNT PAID BY YOU TO KROKIT FOR SUCH OFFERING, SERVICE, OR PRODUCT FROM WHICH THE DAMAGE AROSE. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF BOTH KROKIT AND THE KROKIT PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. MULTIPLE CLAIMS WILL NOT EXPAND THE LIMITATIONS SET FORTH IN THIS SECTION, AND THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE.

‍ VII. INDEMNITY

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Krokit and the Krokit Parties, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of, or relating to, (a) your use of, or activities in connection with, the Platform (including all Contributions) and (b) any violation or alleged violation of these Terms by you.

VIII. TERMINATION

These Terms are effective until they are terminated. Krokit may terminate or suspend your use of the Platform at any time and without prior notice, for any or no reason, including if Krokit believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Platform will immediately cease, and Krokit may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials.

‍ Notwithstanding any provisions to the contrary in these Terms, this sentence, and Sections III – XI will survive any expiration or termination of these Terms.

‍ IX. GOVERNING LAW; BINDING ARBITRATION AND CLASS ACTION WAIVER

The terms and conditions of these Terms are governed by the laws of the United States (including federal arbitration law) and the State of Texas, without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT, OF OR RELATED TO, THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT, OF OR RELATING TO, INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS WILL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by these Terms. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the American Arbitration Association (AAA) or an arbitrator will determine the location. The arbitrator’s decision will follow the provisions of these Terms and will be final and binding. The arbitrator will have the authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

‍ X. COPYRIGHT INFRINGEMENT CLAIMS

The Digital Millennium Copyright Act of 1998 (DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to Krokit a written notice by mail or email, requesting that Krokit remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Krokit a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Krokit Copyright Agent as follows: By mail to 1023 Springdale Road, STE 9, Austin, TX 78721; or by email to [email protected].

‍ We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

‍ XI. MISCELLANEOUS

These Terms do not, and will not be construed to, create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between you and Krokit. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. ‍

Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” These Terms, including any terms and conditions incorporated into these Terms, are the entire agreement between you and Krokit relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Krokit relating to such subject matter. In the event of any conflict between the provisions of these Terms and the provisions of any terms incorporated herein by reference, the provisions of these Terms will govern. Notices to you (including notices of changes to these Terms) may be made via posting to the Platform or by email (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon, or relating to, these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Krokit will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

‍ You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

‍ Platform © 2023 unless otherwise noted. All rights reserved.

‍ XII. QUESTIONS

‍ If you have a question or complaint regarding the Platform, please send an email to [email protected]. You may also contact us by writing to 1023 Springdale Road, STE 9, Austin, TX 78721.

‍ Please note that email communications will not necessarily be secure. Accordingly, you should not include debit/credit card information or other sensitive information in your email correspondence with us.