Modified July 26, 2016

TERMS OF USE

Opendorse, Inc. welcomes you to our website and the services available on and through the website (the “Site” and the “Services”). Your use of the Site and the Services are governed by these Terms of Use (these “Terms”). Any time you browse the Site or use the Services in any way, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Site or the Services.

Your use of the Services is also subject to our Privacy Policy, which is located on the Site. We reserve the right to modify these Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us. Please read them carefully and review them regularly.

1. Eligibility.

If you are under 13 years old, you may not use the Services. When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian.

You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation.

2. Registration & Account.

Certain of the Services or portions of the Site may require you to register for an account (“Account”). As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account.

3. Permitted Uses/License.

You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device.

You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.

4. Third Party Sites.

The Site may contain links to websites we do not operate, control, or maintain (“Third Party Websites”). We do not endorse any Third Party Websites, and we make no representation or warranty in any respect regarding the Third Party Websites. Any links to Third Party Websites on the Site are provided solely for your convenience. If you do access any Third Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third Party Websites or our links thereto.

5. User Content.

The Site or the Services may include interactive areas in which you may post content and information (referred to as “User Content” regardless of form). You are solely responsible for all User Content. We reserve the right to remove or modify any User Content for any reason in our sole discretion.

When you post User Content, you give us and our affiliates a nonexclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content throughout the world in any media. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

When you post User Content, you represent and warrant to us that (1) you own the User Content, (2) the posting of the User Content does not violate any rights of any person or entity, (3) you have no agreement with or obligations to any third party with respect to the rights granted herein and you have not and will not sell, assign, transfer, or convey any of the rights granted herein in a manner adverse to or in derogation of the rights granted to us, and (4) to the extent any “moral rights” or similar right exist in the User Content and are not exclusively owned by us, you agree not to enforce any such rights as to us or our affiliates. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to or through the Services.

6. User Conduct.

You agree not to use the Site or the Services to take any action or actions that (including with respect to any User Content): (1) are patently offensive in any manner, (2) involve commercial activities without our prior written consent such as contests or sweepstakes, (3) are contrary to our public image, goodwill, or reputation, (4) infringe on our or any third party’s intellectual property rights, or (5) “frame” or “mirror” any part of the Site without our prior written consent.

7. Copyright Infringement.

We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give Company legally sufficient notice of infringement. Send copyright infringement complaints to our CEO, Blake Lawrence, at the following email address: supports@opendorse.com. We suggest that you consult your legal advisor before filing a DMCA notice with Company’s copyright agent. There can be penalties for false claims under the DMCA.

8. Warranty Disclaimer.

You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.

We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

9. Limitation of Liability.

Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to $100. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.

You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification.

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.

11. Electronic Signatures and Notices.

Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature.

If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.

12. Dispute Resolution.

Nebraska law governs these Terms. You agree that any disputes or claims under these Terms will be litigated exclusively in the state and federal courts located in Lancaster County, Nebraska. You agree that any claim arising under these Terms will be litigated on an individual basis and will not be consolidated with any claim of any other party.

13. NCAA Regulations.

We are in no way affiliated with or sponsored by the NCAA. Since you are responsible for your own activities in connection with your use of the Site and the Service, you are responsible for knowing and complying with the NCAA’s rules, regulations, and laws or similar rules, regulations and laws (collectively, the “NCAA Regulations”). If you act in violation of the NCAA Regulations, we may take reasonable steps in response, including, but not limited to, terminating your access to and use of the Site and/or the Service and/or reporting such conduct to the NCAA or other appropriate authorities or entities. We do not knowingly promote any violations of NCAA Regulations.

14. Miscellaneous.

We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses.