Terms of Service

This Terms of Service Agreement (“Agreement”) is made by and between Aces Fun Run, LLC ("Company") and its subsidiaries, parent company, and affiliates, (“Company,” “us,” “we” and “our”) and you, the user of the Aces Fun Run app (the "App"), who may either be an Organizer or Attendee (each “you,” “your,” or “user”). An "Organizer" means the event organizer that creates an event using our App for Attendees to attend. "Attendees" are those that use our App to sign up to attend an Organizer's event.

This Agreement contains the terms and conditions that govern your use of the App and any services offered by us through the App (collectively the App and all such services being the "Services").

BY DOWNLOADING THE APP, ACCESSING OR USING THE APP, OR ATTEMPTING TO INTERACT WITH THE SERVICES OR ANY PART THEREOF, YOU AGREE, ON YOUR OWN BEHALF PERSONALLY, AND ON BEHALF OF ANY ENTITY FOR WHICH YOU ARE AN AGENT OR YOU APPEAR TO REPRESENT (SUCH ENTITY ALSO BEING "YOU," "YOUR," OR "USER"), THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND CONSENT TO THE TERMS OF THE COMPANY PRIVACY POLICY (https://help.acesfunrun.com/PrivacyPolicy.html). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR CONSENT TO THE COMPANY PRIVACY POLICY, DO NOT DOWNLOAD THE APP OR ACCESS OR USE ANY PART OF THE SERVICES.

COMPANY RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN COMPANY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THE SERVICES OR PURCHASE OF SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF SERVICE” HYPER-LINK LOCATED WITHIN THE APP.

IMPORTANT NOTICE: SECTION 20 OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION AND CLASS ACTION WAIVER THAT MAY AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW SECTION 20 CAREFULLY AS YOU ARE BOUND BY ITS TERMS WHEN YOU AGREE TO THIS AGREEMENT.

1. NATURE OF THE SERVICES

The Organizer of an event is the creator of that event listed within our App. Other than providing the Services, we have no affiliation with the Organizer or the Attendees. The Organizer, and not Company, is the seller of any tickets, registrations, card draws, merchandise, or other products or services offered through the App. We simply provide the Services to Organizers for the purpose of Organizers setting up events within our App and for Attendees to sign up for such events.

THE ORGANIZER IS SOLELY RESPONSIBLE FOR ENSURING, AND AGREES THAT THEY WILL ENSURE, THAT THEY, THE ATTENDEES, THE EVENT, ANY FEES PAID AND AMOUNTS OR MERCHANDISE DISPERSED, AND ANY DESCRIPTION OF AN EVENT COMPLIES WITH ANY APPLICABLE LAWS, RULES, AND REGULATIONS AND ARE FOLLOWED BY ORGANIZER AND ATTENDEES, AND THAT THE GOODS AND SERVICES RELATED TO AN EVENT ARE ACCURATE, COMPLETE, NOT MISLEADING. ORGANIZERS AND ATTENDEES MUST, AND AGREE THAT THEY SHALL PRIOR TO USING THE SERVICES, REVIEW ALL APPLICABLE LAWS TO ENSURE THAT THEY MAY ORGANIZE AND ATTEND AN EVENT. COMPANY IS NOT RESPONSIBLE FOR ENSURING THAT AN EVENT IS LEGAL UNDER APPLICABLE LAWS AND COMPANY IS NOT PROVIDING ANY LEGAL GUIDANCE TO ORGANIZERS OR ATTENDEES IN PROVIDING THE SERVICES.

2. ACCESS TO THE SERVICES

To access the Services, you will be asked to provide certain registration details or other information such as your name, e-mail address, and other contact information and credentials. You may also be presented with an opportunity to login using third party services such as using your Apple or Google ID to sign in, in which case your name, e-mail address, and other contact information and credentials will be passed by those third parties to us, and we may use such information in relating to providing the Services. It is a condition of your use of the Services that all the information you provide, or that is provided by third party sign-in services, in relation to the Services will be correct, current, and complete. If Company believes the information you provide or have provided on your behalf through third party sign-in services is not correct, current, or complete, Company has the right to refuse you access to the Services or any of its resources, and to block, terminate, or suspend your access and use of the Services at any time.

3. RESTRICTIONS ON USE

Without limiting any other terms of this Agreement, you may use the Services solely for purposes expressly permitted by this Agreement and subject to the terms and conditions of this Agreement. As a condition of your use of the Services, you warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by any part of this Agreement. Like most Apps, this App might be accessible worldwide. However, the App and the Services as a whole are intended only for customers located in the United States of America and you warrant that you are located in the United States of America.

This App is intended for use by individuals 18 years of age or older. You may not use this App if you are under the age of 18.

You may not (and may not authorize any other party) to co-brand the Services without the express prior written permission of an authorized representative of Company. For purposes of this Agreement, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of Company in such a manner as is reasonably likely to give the impression that you and Company are affiliated or that Company in any way endorses or is otherwise involved in any event beyond providing the Services.

You may not modify, translate, decompile, disassemble, reverse engineer, alter, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content or the App, or any other information, software, products, or Services obtained from or otherwise connected to the App, except for the as expressly permitted pursuant to applicable law.

In addition, you may not use the Services in any manner which could disable, overburden, damage, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Services. You may not use scrapers, bots, spiders, or other automated tools to collect or index the content of the Services without Company’s express prior written permission. You may not attempt to probe, scan or test the vulnerability of the Services or any system to which it is connected or attempt to breach any security measures. Your use of the Services must be in compliance with all applicable laws and rights of third parties, including without limitation all third party intellectual property, publicity, and privacy rights.

4. PROPRIETARY INFORMATION

The material and content accessible from the Services including without limitation any text, photos, videos, audio, scripts, software, markup language, or other content whether perceptible or not to a human (whether displayed, downloadable or otherwise) (collectively the “Content”) is the proprietary information of Company or the party that provided or licensed the Content to Company, whereby such providing or licensing party retains all right, title, and interest in the Content except as licensed to Company and allowed to be accessed and used pursuant to the terms and conditions of this Agreement. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, displayed, performed, licensed, modified, or transmitted by you in any way without the prior written consent of Company. Your modification or use of the Content except as expressly provided in this Agreement violates Company’s and its licensors' intellectual property rights. Neither title nor intellectual property rights of any kind are transferred to you by your access to or use of the Services except as expressly set forth in this Agreement.

You hereby grant us a royalty-free, perpetual, irrevocable, worldwide, sublicensable through multiple levels, transferrable, non-exclusive right and license to use, reproduce, make, modify, adapt, publish, translate, broadcast, create derivative works from, distribute, import, perform, and display all Content you provide in relation to the Services, including any trademarks, logos, service marks or other identifiers you provide, for the purpose of providing the Services to Organizers, Attendees, and others that may view such Content through the App, promotion of an event and your organization of, or participation in, an event, our internal purposes for operating and improving the App and the Services in general, for and promoting the App and our Services by identifying you as a user of the App. You hereby waive in perpetuity all so-called "moral rights," rights of integrity, rights of paternity, rights of disclosure, rights of withdrawal, rights of attribution, rights to prevent attribution in the event of a distortion, mutilation, or modification, and all such analogous rights in or related to any such Content for any such purposes. You represent and warrant that you have all the rights and permissions necessary to grant the above license, including without limitation any necessary licenses, waivers, or assignments of copyrights, patents, trademarks trade secrets, or other intellectual property rights, publicity rights, and privacy rights.

5. ACCEPTABLE USE LIMITATIONS

You agree to use the App only to post Content that is proper and related to a particular event. You agree that you will not post Content that:

(i) you do not have the right to post, including proprietary material of any third party, such as files containing photos, audio, video or other material protected by intellectual property laws (or by rights of privacy or publicity);

(ii) advocates illegal activity or discusses an intent to commit an illegal act;

(iii) is vulgar, obscene, pornographic, or indecent;

(iv) does not pertain directly to the event for which it is posted;

(v) threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening, or offensive;

(vi) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details, providing personally identifiable details about children, showing children in inappropriate or illegal situations, or otherwise;

(vii) harvests or otherwise collects information about others, including e-mail addresses, without their consent;

(viii) violates any law or may be considered to violate any law;

(ix) impersonates or misrepresents your connection to any other entity, person or event, or otherwise is manipulated to disguise the origin of the Content;

(x) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except those directly related solely to the event;

(xi) includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;

(xii) redirects or misleads other users into visiting other sites or viewing unintended content in a misleading or deceptive way, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via the App;

(xiii) amounts to a “pyramid” or other like scheme;

(xiv) disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the App or any networks connected to the App; or

(xv) contains hyper-links to other websites or Apps that contain content that falls within the descriptions set forth above.

We reserve the right, but are not obligated, to monitor use of the App to determine compliance with this Agreement, as well as the right to remove or refuse any Content for any reason. We reserve the right to terminate your access to any or all of the App at any time without notice for any reason whatsoever. We also reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any Content, in whole or in part, in our sole discretion.

Notwithstanding these rights, you remain solely responsible for the Content you post. You acknowledge and agree that we will not assume or have any liability for any action or inaction by us or any other party with respect to any Content. We caution you against giving out any personally identifying information about yourself or anyone else in any Content you submit. We do not control or endorse the Content provided by anyone other than us that is found in the Services. We specifically disclaim any and all liability with respect to such Content and any actions resulting from your participation in any event.

6. COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located in the App, including the event and Organizer or Attendee, if applicable;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
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.

Our copyright agent for notice of claims of copyright infringement in the App can be reached as follows:

Larry Knutson

53093 Alyssa Ct., Shelby Twp., MI 48315

phone: 586-246-0409

e-mail: dmcaagent@acesfunrun.com

7. YOU ASSUME ALL RISKS RELATED TO EVENTS

Events carry some risk for those organizing and participating in such events, such as risk of bodily injury, death, disability, or illness, and by participating in an event, you freely, voluntarily, and willfully assume all such risks.

8. HYPER-LINKS

The Services may hyper-link to websites which are not maintained by, or related to, Company and may contain information about products or services that are not related to or endorsed by Company. Hyper-links to such websites and information are not sponsored by or affiliated with the App or Company. Company may not have reviewed any or all of such websites and information and is not responsible for the content of those websites or the descriptions of their products and services. Company is not responsible for webcasting, embedded media, or any other form of transmission or stream received from any hyper-linked website. Hyper-links are to be accessed at your own risk and information contained therein is relied upon at your own risk, and Company makes no representations or warranties about the content, completeness, or accuracy of these hyper-links or the websites hyper-linked to the Services or the information regarding or relating to their products and services. Company provides hyper-links as a convenience, and the inclusion of any hyper-link to a third-party website or information does not necessarily imply endorsement by Company of that website, its products or services, or any association with its operators.

9. FEEDBACK

You hereby grant to Company the royalty-free, perpetual, irrevocable, worldwide, sublicensable through multiple levels, transferrable, non-exclusive right and license to use, reproduce, make, modify, adapt, publish, translate, broadcast, create derivative works from, distribute, offer to sell, sell, import, perform, and display all suggestions, feedback, and other improvements you provide to Company related to the Services (collectively "Feedback"). You hereby waive in perpetuity all so-called "moral rights," rights of integrity, rights of paternity, rights of disclosure, rights of withdrawal, rights of attribution, rights to prevent attribution in the event of a distortion, mutilation, or modification, and all such analogous rights in or related to any Feedback. You represent and warrant that you have all the rights and permissions necessary to grant the above license, including without limitation any necessary licenses, waivers, or assignments of copyrights, patents, trademarks trade secrets, or other intellectual property rights, publicity rights, and privacy rights. Company will not be required under this Agreement to treat any Feedback as confidential, and may use any Feedback to the full extent of its license without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company products, services or other business operations.

10. SERVICE FEES

We do not charge Organizers a fee for setting up an event. Organizers set the registration, extra card, and other fees charged to Attendees in relation to an event. An Organizer may have the option during the event setup to select whether our Service fee is deducted from the Attendee registration fee as set by the Organizer, or added to the Attendee registration fee. Additional fees may be deducted from, or added on top of, the registration fee by our payment processor, Stripe. Our Service fees will be displayed to the Organizer during the setup of an event. Attendees will only see our Service fees if the Organizer selects that they be added on top of the registration fee. Our payment processor will automatically disburse our Service fee to us upon payment by an Attendee, and all other amounts paid by the Attendee will be disbursed to Stripe and Organizer by Stripe and pursuant to Stripe's terms. At no time do we collect, receive, hold, or disburse funds in relation to any transaction except for the disbursement of our Service fees to us by our third party payment processor. Every Organizer must set up its own account with Stripe, and all terms and conditions of that account are according to Stripe's terms. Both Organizers and Attendees using Stripe services should review Stripe's terms and privacy policy for information regarding their use of those services and any transaction. We do not and will not provide you with banking, deposit taking, stored value, insurance or any other financial services. Although we may show Organizers a balance related to an event or an Organizer account, that balance merely reflects the amounts collected by a third party payment service. This information does not constitute a deposit or other obligation of Company or any third party payment processor to you and is provided for reporting and informational purposes only. You are not entitled to, and have no ownership or other rights in the balance displayed, until applicable funds are paid out to you in accordance with our third party payment processor's terms. You are not entitled to any interest or other compensation associated with such funds pending payout, unless otherwise stated in the terms between you and our third party payment processor, and then any such amounts are strictly between you and that third party payment processor and not Company. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE SERVICES PROVIDED BY STRIPE OR ANY OTHER THIRD PARTY PAYMENT PROCESSOR, INCLUDING WITHOUT LIMITATION ANY TRANSACTIONS PERFORMED WITH STRIPE OR ANY OTHER THIRD PARTY PAYMENT PROCESSOR. ALL DISPUTES REGARDING TRANSACTIONS MUST BE DIRECTED TOWARDS STRIPE, OR SUCH OTHER THIRD PARTY PAYMENT PROCESSOR AS IS USED IN RELATION TO THE SERVICES, OR THE ORGANIZER.

ALL SERVICE FEES PAID TO COMPANY ARE NON-REFUNDABLE. REFUNDS FOR FEES PAID TO OUR THIRD PARTY PAYMENT PROCESSOR ARE SUBJECT TO OUR THIRD PARTY PAYMENT PROCESSOR'S TERMS. REFUNDS FOR AMOUNTS PAID TO ORGANIZER ARE SUBJECT TO THE REFUND POLICY SET BY THE ORGANIZER.

COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY AMOUNTS OR OTHER COMPENSATION OR OTHER CONSIDERATION COLLECTED ON BEHALF OF, PAID, OR OTHERWISE OWED TO ORGANIZERS OR ATTENDEES. ORGANIZER IS SOLELY RESPONSIBLE FOR ABIDING BY, AND AGREES IT WILL ABIDE BY, ANY RULES OR OTHER OBLIGATIONS RELATED TO ANY EVENT, INCLUDING WITHOUT LIMITATION ANY PAYOUT OBLIGATION TO ANY ATTENDEE RELATED TO AN EVENT.

Except as otherwise stated, Service fees shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges may also be added to the fees. Purchases of Services are accepted with the understanding that such taxes and charges shall be added, as required by law. Company and/or its third party payment processor may charge applicable sales tax unless you have a valid sales tax exemption certificate on file with Company and its third party payment processor. Company will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and Company is required to pay tax on any fees, Organizer will reimburse Company for the amount of such tax, and Company’s reasonable expenses incurred in connection with the payment and collection of such tax.

11. DISCLAIMERS

You understand that Company cannot and does not guarantee or warrant that the Services or its Content, or any other files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output from the Services, and for maintaining a means external to the App for any reconstruction of any lost data. Company does not assume any responsibility or risk for your use of the Services, its Content, or the Internet.

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES INCLUDING WITHOUT LIMITATION ALL CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT RELATED TO THE SERVICES AND THE CONTENT. COMPANY DOES NOT WARRANT THAT THE SERVICES OR CONTENT WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, CONTENT, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES INCLUDING WITHOUT LIMITATION THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE SERVICES INCLUDING WITHOUT LIMITATION THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES OR ITS CONTENT.

SOME JURISDICTIONS, MAY NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES INCLUDING WITHOUT LIMITATION OF IMPLIED WARRANTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

COMPANY HAS NO CONTROL OVER THE LEGALITY, SAFETY, QUALITY, OR SUCCESS OF ANY EVENT OR CONTENT PROVIDED BY ANY ORGANIZER OR ATTENDEE REGARDING AN EVENT. COMPANY IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY OTHER PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION AN ORGANIZER OR ATTENDEE OR ANY THIRD PARTY PAYMENT PROCESSOR.

12. LIMITATION OF LIABILITY

COMPANY, ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANY, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OWNERS, AND DIRECTORS (THE "COMPANY PARTIES") WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF BUSINESS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN RELATION TO OR REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION THE CONTENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY PARTIES TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED: (1) AS TO AN ORGANIZER, THE ACTUAL SERVICE FEES PAID TO COMPANY IN THE THREE (3) MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE LIABILITY FOR SERVICES PROVIDED BY COMPANY TO THAT ORGANIZER IN RELATION TO THE SPECIFIC EVENT OF THAT ORGANIZER THAT GAVE RISE TO THE LIABILITY, OR THE MINIMUM ALLOWED BY LAW, WHICHEVER IS GREATER; OR (2) AS TO ALL OTHERS INCLUDING ATTENDEES, THE ACTUAL SERVICE FEES PAID TO COMPANY AS A PORTION OF THE FEES PAID BY THAT INDIVIDUAL FOR SERVICES PROVIDED BY COMPANY IN RELATION TO THE SPECIFIC ORGANIZER EVENT GIVING RISE TO THE LIABILITY, OR IF NO SUCH FEES WERE PAID BY THAT INDIVIDUAL THEN USD $50, OR THE MINIMUM ALLOWED BY LAW, WHICHEVER IS GREATER.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES TO PERSONAL OR PROPERTY DAMAGE, OR DAMAGES CAUSED BY THE NEGLIGENT OR WILLFUL ACTIONS OF THE COMPANY PARTIES. AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

13. ADDITIONAL GOVERNING TERMS AND CONDITIONS

Services may contain additional disclosures, terms and conditions or other legal terms that apply to the goods and services being offered on the App. Wherever the Services present additional terms and conditions, disclosures, or other agreements, you are also bound by those additional terms and, where in specific conflict with the terms and conditions of this Agreement, those additional terms shall control over the terms in this Agreement.

14. TERMINATION OR RESTRICTION OF ACCESS

Company reserves the right, in its sole discretion, to terminate your access to any or all of the Services, or to any portion thereof at any time, without notice. Upon termination of the Services for any reason by any party, you must immediately cease access and using the Services and delete the App from your devices.

All provisions of this Agreement that by their nature should survive termination of this Agreement will survive any termination, which include terms except those allowing for your access and use of the Services.

15. INDEMNITY

You will defend, indemnify, and hold the Company Parties (the “Indemnified Parties”) harmless against any and all loss, injury, death, damage, liability, deficiency, judgment, settlement, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or related to any claim, action, demand, suit, or proceeding of any kind (whether before a court, arbitrator, or otherwise) relating to or arising out of: (i) breach of this Agreement by you, including any use of the Services or Content other than as expressly authorized in this Agreement; (ii) your use of the Services or its Content; (iii) your violation of any law; (iv) your failure to obtain any licenses, consents, or other authorization to organize or attend any event for which the Services were used; (v) any Content or Feedback provided by you.

16. TRADEMARKS AND COPYRIGHTS

Trademarks, service marks, logos, and copyrighted works appearing in the Services are the property of Company or the party that provided the trademarks, services marks, logos, and copyrighted works to Company. Company and any party that provided trademarks, service marks, logos, and copyrighted works to Company retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in the Services.

17. SECURITY

Any passwords or other login credentials used for the Services are for individual use only. You will be responsible for the security of your password (if any) and other login credentials. Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account. Company reserves the right to change your method of login at any time, in its discretion, such as by removing or adding third party sign-in services.

You are prohibited from using any Services to compromise our security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security related to our Services, Company reserves the right to release your details to system administrators at other entities in order to assist them in resolving security incidents.

The Company Parties reserve the right to fully investigate any actual or potential breach of this Agreement and to cooperate with any law enforcement authorities, subpoenas, investigations, or court orders requesting or directing any Company Party to disclose the identity of anyone using the Services or information regarding the use of the Services. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS THE COMPANY PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY PARTIES OR LAW ENFORCEMENT AUTHORITIES, OR THE COMPANY PARTIES' COOPERATION WITH COURT ORDERS OR SUBPOENAS TO THE FULL EXTENT SUCH WAIVER IS ALLOWED BY LAW.

18. ADDITIONAL ORGANIZER TERMS

18.1. Once an event is set up by an Organizer using our Services, the Organizer of that event must accept, honor and fulfill all event, registration, merchandise, and other commitments the Organizer has made to Attendees. Organizer will provide clear rules regarding an event and abide by those rules. When an Attendee makes a payment and that payment is processed by our third party payment processor, Organizer will treat it the same as if the Attendee paid the Organizer directly. Organizer must therefore sell or provide the Attendee all advertised goods and services as if Organizer had received the payment directly from the Attendee, regardless of whether Organizer actually receives such payment.

18.2. Organizers will be the sole point of contact for Attendees for refund requests, and Organizers will instruct the Attendees not to contact Company with refund requests. Organizers will provide clear instructions and accurate contact information to Attendees regarding refund requests. Organizers must display their event refund policies on the App event page. Organizer refund policies must comply with all applicable laws. Organizers must set refund policies that account for instances in which the event is canceled or otherwise not fully performed or the event is postponed. All disputes regarding refunds are between Organizers and the Attendees, not Company.

18.3. Organizers must at all times comply with all applicable privacy and data security laws regarding information they collect about Attendees or others, whether through the App or otherwise, including without limitation providing all notices and obtaining all permissions, consents, authorizations, and rights necessary, including without limitation all those related to privacy, in relation to the event and Organizer's use of the App and the Content therein, and Organizers must follow the terms of all such notices, permissions, consents, and authorizations.

19. THIRD PARTY APP STORE REQUIRED ADDITIONAL TERMS

This Agreement is between you and Company, not any other entity such as without limitation Google, Inc., Apple, Inc., or Amazon.com, Inc., or any other third party through which you obtain any mobile application or the Service (collectively and individually “Third Party App Stores”). As to the App downloaded from Apple's app store, in the event of any conflict between any App usage rules set forth in this Agreement that are in conflict with the Apple Media Services Terms and Conditions, the Apple Media Services Terms and Conditions shall control and apply. In no event shall any Third Party App Store be obligated to provide maintenance or support of the Service, provide any warranty granted in this Agreement, or provide any indemnity for Intellectual Property violations of by the Service. You are bound by any applicable terms set forth in relation to any such Third Party App Stores. As to an app downloaded from Apple's app store, the right to use the App granted in this Agreement is only to use the App on the Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. In the event of any failure of the Service to comply with any warranty as set forth herein, where that Service was purchased through Apple, Inc., you may contact Apple, Inc. for a refund of the purchase price paid through Apple, Inc., if any. To the maximum extent permitted by applicable law, no Third Party App Store will have any other warranty obligation whatsoever with respect to App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty Company's sole responsibility. You must contact us and not any Third Party App Stores, regarding any product liability claims, claims that the Service fail to conform to any applicable legal or regulatory requirement, or any claims arising under any consumer protection, privacy, or similar legislation. As between Company and any Third Party App Store, Company and not the Third Party App Store is responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the App's use of the HealthKit and HomeKit frameworks, if applicable. This Agreement does not limit our liability to you beyond what is permitted by applicable law. In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between the Company and Apple, Company, not Apple, will be solely responsible, for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, provided that this allocation of responsibility does not alter the terms and conditions of this Agreement including without limitation its disclaimers and liability limits. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with any applicable third party terms of agreement when using the App, e.g., your wireless data service agreement when using the App. Third Party App Stores and their subsidiaries shall be third party beneficiaries to this Agreement and shall have the right to enforce this Agreement against you.

If you have any questions, complaints, or claims with respect to the App, you may contact us at:

Aces Fun Run, LLC

53093 Alyssa Ct., Shelby Twp., MI 48315

586-246-0409

info@acesfunrun.com

20. MISCELLANEOUS

The laws of the State of Michigan shall apply to this Agreement, without regard to any conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and the Uniform Computer Information Transactions Act, and any implementations thereof in various jurisdictions and any subsequent revisions thereto, shall not apply to this Agreement. Any controversy or claim arising out of or relating to this Agreement or your use of the Services including without limitation the Content (a “Dispute”) shall be settled by arbitration under the rules provided by the American Arbitration Association (AAA), and you hereby waive any right you may otherwise have to a jury trial. A single arbitrator shall preside over any arbitration, and such arbitrator shall, in his or her sole discretion, determine the arbitrability of any alleged Dispute. Any arbitration shall be conducted in Shelby Township, Michigan. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Judgment on an award rendered by an arbitrator may be entered in any state or federal court within or without the State of Michigan. Notwithstanding the foregoing, in lieu of or addition to any other remedies available to Company, Company may seek injunctive or other relief, including without limitation a suit for money damages, in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Company’s or any third party’s intellectual property or proprietary rights. You hereby irrevocably consent to non-exclusive jurisdiction and venue of the State and Federal courts of the State of Michigan with respect to any such injunctive or other relief. You further acknowledge that Company’s rights in its intellectual property are of a special, unique, extraordinary character, giving those rights peculiar value, the unauthorized use, disclosure, or loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

Your use of Google Maps as a part of the Services is subject to the then-current Google Terms of Service, https://policies.google.com/terms?hl=en, Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html, and Google Privacy Policy at https://www.google.com/policies/privacy/.

If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable, shall be modified by the arbitrator or, where an action in court is allowed as stated in this Section of the Agreement, court of competent jurisdiction to reflect to the maximum extent possible the original intention of the parties as dictated by the original wording, and will not affect the validity and enforceability of any remaining provisions.

No waiver by Company of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

None of your rights, duties, or obligations hereunder, or this Agreement, may be assigned or transferred by you by operation of law, merger or otherwise, without the prior written consent of Company.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of Company’s Services.

The Company Services are for United States use only. You agree to comply with all applicable export control laws, restrictions, regulations and orders of the United States or applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, transship, assign, use, or dispose of Services in a manner which may result in any non-compliance with applicable export control laws, restrictions, regulations, and orders of the United States or applicable foreign agencies or authorities. You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Services. Diversion contrary to U.S. law is prohibited.

Company will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, pandemics including without limitation COVID-19, quarantine restrictions, riots, or war (collectively "Force Majeure Events"). Company’s time for delivery or performance will be extended by the period of such delay due to Force Majeure Events, or Company may, at its option, terminate this Agreement, without liability, by giving notice to you upon or during the occurrence of Force Majeure Events.

This Agreement constitutes the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and Company with respect to the Services including without limitation the Content.