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TERMS OF SERVICE THESE TERMS OF SERVICE (the Terms) are effective immediately upon agreement by and between Sportaneous

Inc. (Company), a Delaware Corporation, and Participant. Participant agrees to comply with and be bound by the Terms and should read the Terms carefully. WHEREAS, Company and Participant may provide to each other certain proprietary, confidential, and trade secret information in connection with the purpose of forming a business relationship between the parties; WHEREAS, Company and Participant both desire that any such information shall be kept confidential by the other party; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows: 1. Application Programming Interface Access.

1.1 By agreeing to these Terms, Participant authorizes Companys access to Participants software scheduling system through its application programming interface (API Authorization). Participate agrees to provide Company with Participants access credentials, including username and password. 1.2 The purpose of this API Authorization is to allow Company to access Participants ownership credentials for the purposes of forming a business relationship in which Company (a) promotes Participants fitness classes and (b) includes Participant on Companys platform (the Business Purpose). 1.3 This API Authorization will last indefinitely, or until Participant notifies Company to terminate Companys services. 2. Confidentiality.

2.1 Company agrees not to share Participants confidential information obtained through its API Authorization with any third party and only to utilize the access granted to the software scheduling system to import the class schedule and Participant information on to the Platform. 2.2 Each party agrees to hold all information that is communicated to such party by the other relating to or arising in connection with the Business Purpose, including member information, (collectively, the Confidential Information) in strict confidence; to not use the Confidential Information for its own benefit or the benefit of others, except for the Business Purpose or as may be otherwise authorized in writing by the disclosing party; and to not disclose, distribute or disseminate the Confidential Information or documents or information derived therefrom in any way to any third party, except its respective employees, agents, consultants and independent contractors having a specific need to know in performance of their work for the recipient party and who have been informed of the recipient partys obligations under these Terms.

2.3 Without limitation of the foregoing, Confidential Information shall mean and include all nonpublic, confidential, or proprietary information, including, but not limited to, the methods and processes of operation; identities of customers, suppliers, and employees; cost and expense information; production information; trade secrets; confidential processes and technology; pricing information; computer programs and equipment; financial statements or other financial information; and other information of the disclosing party, which is not made generally available to persons outside the disclosing party, or of another party whose information the disclosing party has or may have in its possession under obligations of confidentiality, which is disclosed as such by the disclosing party to the recipient party. Confidential Information shall also include all analyses, compilations, reports, studies or other documents, data or information prepared by a recipient party that contain, are derived from or reflect any Confidential Information received from a disclosing party. 2.4 Notwithstanding the above, Confidential Information shall not include information which is (i) already known by the recipient party without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the recipient party, (iii) disclosed to the recipient party by a third party not in violation of any obligations of confidentiality to the disclosing party, (iv) independently developed by the recipient party without use of the Confidential Information, (v) disclosed without similar restrictions by the disclosing party to a third party, (vi) approved by the disclosing party for disclosure, (vii) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the recipient party provides the disclosing party with timely written notice of such requirement prior to any such disclosure in order to provide the disclosing party an opportunity to prevent or limit such disclosure, or (viii) disclosed to third parties providing financing, insurance, or brokerage services to, or potential purchasers of, the recipient party, provided such disclosure is on a confidential basis and any such third party is bound by a similar confidentiality agreement. Nothing herein shall be construed to limit or prevent the use or disclosure of Confidential Information by the party owning such Confidential Information. 3. Return of Confidential Information. Upon request, if no longer necessary for completion of the Business Purpose, the recipient party shall return all copies of the Confidential Information, and all derivatives thereof, to the disclosing party or, if so requested by the disclosing party, certify in writing that all copies of the Confidential Information have been destroyed. A party may return Confidential Information, or any part thereof, to the other party at any time. The rights and obligations of the parties under this Agreement shall survive any such return or destruction of Confidential Information. 4. No Further Rights. All Confidential Information disclosed pursuant to this Agreement shall be and remain the property of the disclosing party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information except for the use of such Confidential Information as expressly provided herein. 5. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ACCESS THERETO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IN RELATION TO ACCESS TO PARTICIPANTS SOFTWARE SCHEDULING SYSTEM, OR IN RELATION TO THE PLATFORM OR ANY PRODUCTS, SERVICES OR CONTENT MADE AVAILABLE THROUGH THE PLATFORM, (INCLUDING WITHOUT LIMITATION ANY DAMAGES


6.1 The parties agree that these Terms are the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Confidential Information; (ii) supersede all related discussions and other communications between the parties with respect to such subject matter; (iii) may be modified only by a written instrument executed by the parties; (iv) shall be governed by and construed in accordance with the substantive laws of the State of New York as if these Terms were executed in, and fully performed within, the State of New York; and (v) shall be binding on the parties and their successors and assigns; provided that neither party may assign its rights or obligations under these Terms without the prior written consent of the other party. 6.2 Any legal action involving these Terms shall be brought in a court of competent jurisdiction sitting in New York County, New York or the United States District Court for the Southern District of New York. Neither party shall act or have authority to act as an agent of the other party pursuant to these Terms for any purpose whatsoever. 6.3 The unenforceability or invalidity, as determined by a court of competent jurisdiction, of any provision of these Terms shall not render unenforceable or invalid any other provision of these Terms. No change or modification of these Terms shall be valid or binding upon the parties hereto unless such change or modification shall be in writing and signed by all the parties hereto. No waiver of any term or condition of these Terms shall be enforceable unless it shall be in writing signed by the party against which it is charged. These Terms may be executed in multiple separate counterparts, which when compiled, shall constitute one document.