Welcome to NinjaWorks!

These terms and conditions are a legal agreement (the “Terms”) between you or the entity You represent (“You”) and NinjaWorks, LLC, a Delaware limited liability company, with offices at 365 Boston Post Road #170, Sudbury, MA 01776 (“NinjaWorks,” “we,” “us” or “our”) establishing terms and conditions under which You shall access and use the services and features (“Services”) available on NinjaWorks’ web-based and/or mobile application platform (the “NinjaWorks Platform”). The NinjaWorks Platform enables individuals (“Competitors”) to compete in physical competitions (“Events”) at various gyms and other facilities around the United States and in other countries (“Gyms”), some of which may be certified by the National Ninja League (“NNL”) for youth and/or adults (“NNL Events”). You may be accessing and using the NinjaWorks Platform as a Competitor, Gym, representative of NNL, or as a member of the public. Any access by representatives of NNL is subject to the separate contractual arrangements between NinjaWorks and NNL. NinjaWorks is not affiliated with NNL, though NinjaWorks may have contractual arrangements in place with NNL from time to time regarding use of the NinjaWorks Platform by Competitors and Gyms in connection with NNL Events.

PLEASE READ THESE TERMS CAREFULLY. BY USING THIS NINJAWORKS PLATFORM OR OBTAINING ANY SERVICES FROM NINJAWORKS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, THEN PLEASE DO NOT USE THIS NINJAWORKS PLATFORM. YOU SHOULD PRINT OR OTHERWISE SAVE A COPY OF THESE TERMS FOR YOUR RECORDS.

FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND NINJAWORKS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 9 “AGREEMENT TO ARBITRATE”).

NinjaWorks reserves the right to revise these Terms in its sole discretion at any time and without prior notice to You other than by posting the revised Terms on http://www.NinjaWorks.com (our “Website”). Revisions to the Terms are effective upon posting. Your continued use of the NinjaWorks Platform after a revised version of these Terms has been posted on our Website constitutes Your binding acceptance of the revised Terms.

1. NINJAWORKS PLATFORM.

1.1 Access and Use. Subject to these Terms, NinjaWorks hereby grants to You a limited, non-exclusive, non-transferable right to access and use the NinjaWorks Platform (i) as a Competitor, solely for Your personal purposes in connection with one or more Events, or (ii) as a Gym or representative of NNL, for use of the NinjaWorks Platform in connection with Your conduct of Events, or (iii) as a member of the public, to observe results of Events and relevant information regarding Competitors. You are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by You. You are solely responsible for any and all access and use of the NinjaWorks Platform that occurs under Your account. You shall not, directly or indirectly, and You shall not permit any third party to, (i)reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the NinjaWorks Platform; (ii)modify, translate, or create derivative works based on any element of the NinjaWorks Platform or any related documentation; (iii)rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the NinjaWorks Platform; (iv)use the NinjaWorks Platform for timesharing purposes or otherwise for the benefit of any person or entity other than You; (v)use the NinjaWorks Platform for any purpose other than its intended purpose; or (vi) interfere with or disrupt the integrity or performance of the NinjaWorks Platform.

1.2 Interactions among Competitors, Gyms and NNL. You acknowledge that NinjaWorks is not responsible for any acts or omissions of the NNL or any Competitors or Gyms that You may interact with through, or in connection with, the NinjaWorks Platform or any Event. You acknowledge that NinjaWorks does not control how any such third party utilizes information they receive from You.

1.3 NinjaWorks does not Conduct or Administer Events. You agree and acknowledge that NinjaWorks is not responsible for the planning or operation of any Events. You agree and acknowledge that, as between You and NinjaWorks, (i) any Events You participate in through the NinjaWorks Platform are at Your sole risk and (ii) NinjaWorks is not responsible for any acts or omissions of any third party in connection with an Event. You are responsible for assessing the safety of each Event and whether You should participate in such Event.

1.4 Minors. The Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law (“applicable law” as used herein shall mean any and all federal, state, local and/or international laws, statutes, regulations and ordinances that may apply to a User). It is solely Your obligation to determine what law may be applicable to You. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a parent or legal guardian. In such a case, the parent or legal guardian hereby agrees to these Terms on their own behalf and on behalf of the minor, and such patent or legal guardian is responsible for any and all activities of the minor in connection with our Services or any Event.

2. YOUR CONTENT.

2.1 Your Content. You, not NinjaWorks, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all Your Content (as defined below) under these Terms.

a. File Uploads. NinjaWorks may allow You to upload files to the NinjaWorks Platform. You agree that any files uploaded to the NinjaWorks Platform will be relevant to You and/or Events. You agree that You will only upload data or other information which You are permitted to provide to NinjaWorks and to other users of the NinjaWorks Platform. You are responsible for obtaining any consents and other rights necessary to upload all data and other information to the NinjaWorks Platform where some or all of such data and information will be accessible to other users of the NinjaWorks Platform.

b. Personally Identifiable Information. You may be required to disclose certain PII in order to use the NinjaWorks Platform. The information that You disclose through the Platform may include, without limitation, Your name and address, e-mail address, telephone number, geographic location, and such other information as determined by NinjaWorks from time to time (“Your Information”), which will be stored under Your account page (“Account”). Your Information entered into the NinjaWorks Platform may contain PII which may be made available to other users of NinjaWorks. You agree and acknowledge that You will provide accurate, complete, and up to date information as requested. You further agree and acknowledges that Your submission of PII to NinjaWorks is voluntary and entirely at Your own risk. You agree and acknowledge that Your Information may be disclosed to other users of the NinjaWorks Platform, except as may be expressly set forth on the Website in connection with your submission of such data or information. As used herein, “PII” means information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

c. Your Content Warranty. You represent and warrant that (a) You have the right, including in respect of all relevant intellectual property rights and applicable data privacy and other laws, to provide NinjaWorks access to and use of Your Content within the scope permitted under this Agreement, including without limitation, for use in connection with the NinjaWorks Platform and display to any users of the NinjaWorks Platform, and (b) You will ensure that Your submission, collection and use of Your Content in connection with the NinjaWorks Platform complies with all applicable laws, rules and regulations and these Terms.

2.2 Mobile App. By using the NinjaWorks downloadable mobile application as may be available from time to time (“NinjaWorks App”), You agree that all of the terms and conditions found herein apply to Your use of the NinjaWorks App. Additionally, You agree that the NinjaWorks App may send You push notifications if You turn on receipt of notifications and/or sign up to receive notifications. The NinjaWorks App may also send You autodialed SMS/text messages to the telephone number You provide, if You consent to receive such messages. Your carrier’s normal messaging, data and other rates and fees will apply to these communications. You may opt-out of receiving SMS/text messages at any time by replying STOP to any message or, when such functionality is available on the NinjaWorks App, by updating settings in the NinjaWorks App. You further acknowledge that Your use of the NinjaWorks App may require use of Your data plan from Your cellular provider. You are responsible for payment of all data usage accrued based on Your use of the NinjaWorks App, and NinjaWorks disclaims all responsibility for such data usage. In addition, if You allow the NinjaWorks App to utilize location services, the NinjaWorks App may collect Your geographic location to set Your location for use of the NinjaWorks Platform.

2.3 Usage Data. Notwithstanding anything else in the Terms or otherwise, NinjaWorks may monitor Your use of the NinjaWorks Platform and use data and information related to Your Content and Your use of the NinjaWorks Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the NinjaWorks Platform. You agree that NinjaWorks may make such data and information publicly available, and use such informationto the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You. NinjaWorks retains all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, and (d) trade secrets; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world (“Intellectual Property Rights”) in such aggregated or de-identified data and information.

3. PROPRIETARY RIGHTS.

3.1 Ownership. You acknowledge that the NinjaWorks Platform, and all Intellectual Property Rights therein and all improvements thereto, are the sole and exclusive property of NinjaWorks and its licensors.

3.2 License to Your Content. You grant to NinjaWorks a royalty-free, nonexclusive, irrevocable, perpetual right and license to use content and information uploaded to and stored in the NinjaWorks Platform by You, in connection with Your use of the NinjaWorks Platform, including Your Information and copies of your data relevant to You, other users or Events (“Your Content”) (a) in order to provide access to the NinjaWorks Platform; (b) to analyze and improve the NinjaWorks Platform; (c) to display Your Content on the NinjaWorks Platform accessible to the general public except for restricted-use content (“Your Restricted Content”, which comprises part of Your Content) expressly identified as such on our Website when You submit the applicable Your Content; (d) to provide you with related products and services and marketing of NinjaWorks or third party products or services; and (e) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Your Content (including in combination with the aggregate or de-identified customer data of other NinjaWorks customers) for its own purposes. Aggregate or de-identified data means data that does not identify You or any individual.

3.3 Disclosure of Your Restricted Content. NinjaWorks shall not disclose Your Restricted Content to third parties, except: (i) as necessary to enable You to access and use the NinjaWorks Platform; (ii) to our service providers who are not permitted to use such data except on behalf of NinjaWorks, (iii) as required by law or to comply with legal process; (iv) to protect and defend the rights or property of NinjaWorks, including as evidence in litigation; (v) to troubleshoot problems with the NinjaWorks Platform; (vi) to any successor in interest, including as part of a merger, acquisition or transfer of assets, or as part of a bankruptcy proceeding; or (vii) in aggregate or de-identified form.

3.4 Limited Feedback License. You hereby grant to NinjaWorks, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Your Intellectual Property Rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the NinjaWorks Platform provided by You or on Your behalf to NinjaWorks, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the NinjaWorks Platform or any other products or services. Feedback is provided “as is” without warranty of any kind.

3.5 Copyright Infringement. As NinjaWorks asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the NinjaWorks Platform violates your copyright, you are encouraged to notify NinjaWorks pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing NinjaWorks with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing to dmca@ninjaworks.com or to Copyright Agent, NinjaWorks, LLC, 365 Boston Post Road #170, Sudbury, MA 01776. NinjaWorks will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. NinjaWorks will terminate a visitor’s access to and use of the NinjaWorks Platform if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of NinjaWorks or others. In the case of such termination, NinjaWorks will have no obligation to provide a refund of any amounts previously paid to NinjaWorks.

4. FEES

4.1 Fees. For certain of our Services, fees will be charged as set forth on our Website from time to time (“Fees”). Fees shall be payable by You to NinjaWorks in accordance with the fee terms agreed by You and NinjaWorks from time to time.

4.2 Taxes. You are responsible for paying all applicable fees and taxes You may incur in connection with access to the NinjaWorks Platform. You agree to pay amounts equal to any Federal, state or local sales, use, excise, privilege or other taxes or assessments, however designated or levied, relating to any amounts payable by You to NinjaWorks hereunder and any taxes or amounts in lieu thereof paid or payable thereon by NinjaWorks, excluding taxes based on NinjaWorks’ net income.

5. PROHIBITED CONDUCT.

As a condition of Your use of our Services, You will not use our Services for any purpose that is unlawful or prohibited by these Terms. You may not use our Services in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of our Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services. You agree not to use false or misleading information in connection with Your user account or impersonate any other person living or dead, and acknowledge that we reserve the right to disable any user account with a profile which we reasonably believe is false or misleading (including a profile that impersonates a third party).

In addition, You agree that You will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to:

a. Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us.

b. Use a name or language that we, in our sole discretion, deem offensive.

c. Post defamatory statements.

d. Post hateful or offensive content or content that disparages any ethnic, racial, sexual, gender, religious or other group.

e. Post content that depicts or advocates the use of illegal drugs.

f. Post content that characterizes violence as acceptable, glamorous or desirable.

g. Post Content which infringes another’s copyright, trademark or trade secret.

h. Post unsolicited advertising or unlawfully promote products or services.

i. Harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity.

j. Promote, solicit or participate in any multi-level marketing or pyramid schemes.

k. Exploit children under 18 years of age.

l. Engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum.

m. Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).

n. Solicit personal information from children under 13 years of age.

o. Create a false identity or impersonate another person or entity.

p. Encourage conduct that would constitute a criminal or civil offense.

We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.

You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (iii) obtain unauthorized access to any computer system through our Services; (iv) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (v) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (vi) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Services or any Content, except as permitted by our robots.txt file.

We reserve the right, without prior notice and in our sole discretion, to decide whether Your use of our Services violates these Terms for any of the above reasons or for any other reason, and if we do so, we may terminate Your access to our Services.

6. INDEMNIFICATION.

By using our Services, You hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) Your provision of any content, (ii) Your use of our Services or content and/or (iii) any user or other third party’s use of any content that You submit via our Services. At our option, You agree to defend us from any such Claims.

7. DISCLAIMERS; LIMITATION OF LIABILITY.

7.1 Disclaimer of Warranty. YOU acknowledge that the NINJAWORKS PLATFORM and ALL SERVICES, TEXT, IMAGES AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE NINJAWORKS PLATFORM ARE PROVIDED “AS IS” and are based in part on CONTENT provided by OTHER USERS AND THIRD PARTIES, which IS not verified by NINJAWORKS, and that any EVENTS AND INFORMATION SHARED THROUGH THE NINJAWORKS PLATFORM IS at YOUR sole risk and discretion. NINJAWORKS and IT’s affiliates, agents, directors, officers, employees, investors, suppliers and licensors are not liable or responsible for any result generated through the use of the NINJAWORKS PLATFORM. NINJAWORKS PROVIDEs NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, none of NINJAWORKS OR NINJAWORKS’ affiliates, agents, directors, officers, employees, investors, suppliers OR licensors WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE NINJAWORKS PLATFORM IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES PROVIDED BY THE NINJAWORKS PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv)THE NINJAWORKS PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, none of NINJAWORKS OR NINJAWORKS’ affiliates, agents, directors, officers, employees, investors, suppliers OR licensors MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE NINJAWORKS PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICEs, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE NINJAWORKS PLATFORM.

7.2 No Consequential Damages. NINJAWORKS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE NINJAWORKS PLATFORM, OR RESULTS THEREOF. NINJAWORKS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

7.3 Limits on Liability. NINJAWORKS’ AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS, CUMULATIVELY, SHALL NOT EXCEED ONE U.S. DOLLAR ($1).

7.4 Essential Purpose. You acknowledge that the terms in this Section 7 are an essential basis of the bargain described in these Terms and that, were NinjaWorks to assume any further liability, any fees payable hereunder would out of necessity, be set much higher. THE LIMITATIONS IN THIS SECTION 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

8. TERMINATION.

8.1 Termination by NinjaWorks. NinjaWorks may terminate Your access to the NinjaWorks Platform, in NinjaWorks’ sole discretion, for any reason and at any time, with or without prior notice, subject to any separate written agreement between You (or your employer) and NinjaWorks. It is NinjaWorks’ policy to terminate Your access if You violate these Terms, as deemed appropriate in NinjaWorks’ sole discretion, but NinjaWorks may also terminate access as provided for in the preceding sentence. NinjaWorks may terminate Your access to the NinjaWorks Platform if You do not use Your Account for a lengthy period, as determined by NinjaWorks from time to time in its sole discretion. You agree that NinjaWorks is not liable to You or any third party for any termination of Your access to the NinjaWorks Platform. You may not be entitled to create a new Account to access the NinjaWorks Platform if NinjaWorks has terminated Your prior Account. NinjaWorks may also prohibit You from re-registering with the NinjaWorks Platform, at NinjaWorks’ sole discretion.

8.2 Termination by You. You may terminate Your Account at any time by following the instructions for terminating Your Account on the NinjaWorks Platform. Please note that after deleting Your Account, Your Content will continue to be available to other users through the NinjaWorks Platform.

8.3 Effects of Termination. After termination, NinjaWorks shall have no obligation to maintain or provide any of Your Content and may thereafter unless legally prohibited, delete all Your Content in its systems or otherwise in its possession or under its control.

9. AGREEMENT TO ARBITRATE.

9.1 Arbitration. You agree that all disputes between You and NinjaWorks (whether or not such dispute involves a third party) arising out of or relating to these Terms, the Website and/or the NinjaWorks Platform shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in Boston Massachusetts, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and NinjaWorks hereby expressly waive trial by jury. You and NinjaWorks shall appoint as sole arbitrator a person mutually agreed by You and NinjaWorks or, if You and NinjaWorks cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. Each party shall equally bear the costs of the arbitration, except that, if You are an individual (not a corporate or similar entity), NinjaWorks will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either You or NinjaWorks shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms (including without limitation Section 7 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards. This Section 9 shall survive the expiration or termination of this Agreement.

9.2 Waiver of Class Actions. Any claims brought by You or NinjaWorks must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor NinjaWorks will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms or the NinjaWorks Platform as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

9.3 Opt Out. You may opt out of this agreement to arbitrate in this Section 9. If You do so, neither You nor NinjaWorks can require the other to participate in an arbitration proceeding. To opt out, You must notify NinjaWorks in writing within thirty (30) days of the date that You first became subject to this arbitration provision. The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your login credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: NinjaWorks, LLC, ATTN: Arbitration Opt-out, 365 Boston Post Road #170, Sudbury, MA 01776.

10. MISCELLANEOUS.

10.1 General. You may not assign or transfer Your rights or obligations under these Terms in whole or in part to any third party without our written consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and You are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of NinjaWorks to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

10.2 Governing Law. These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. Subject in all respects to Section 9 hereof, for any disputes arising out of these Terms, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Commonwealth of Massachusetts.

10.3 External Sites. The NinjaWorks Platform may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to You and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if You have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect Your computer from viruses and other destructive programs. If You decide to access any External Sites, You do so at Your own risk.

Date of Last Revision: August 22, 2018