Business User Terms of Service

01

Acceptance of Terms

These Terms of Service (this "Agreement") set forth the terms and conditions that apply to your access and use of the internet website located at www.keegnation.fit and the KeegNation mobile software application (collectively, the "Site"), and the services available thereon, including without limitation the services described in the Service Description section below (collectively, the "Service"). This Agreement is entered into between you and KeegNation ("KeegNation," "we," "our" or "us").

If you have registered to use the Service for the purpose of accessing, obtaining or otherwise acquiring fitness training, meal planning or other related services from a trainer, gym, coach or other fitness or nutrition professional, you are an "End User" and this Agreement does not apply to you. The Terms of Service applicable to End Users are available here.

If you have registered to use the Service by placing an order for a specific usage plan with KeegNation, thereby allowing access to and use of the Site by various End Users, or as a trainer, gym, coach or other fitness or nutrition professional, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training, meal planning or other related services to one or more End Users, you are a "Business User" and you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" will refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not place any order for the Service on our Site and you may not use the Service.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, and you agree that you have reviewed and understand KeegNation's Privacy Policy, as it may be amended from time to time in the future.

We may amend any part of this Agreement by adding, deleting, or varying its terms from time to time in our discretion. We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new "Last Updated" date and alerting you of such amendment by email or through a notification on the Service. We will include a link to the previous version of the terms beneath the new "Last Updated" date.

The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.

If you disagree with any amendments, you may terminate this Agreement by ceasing to use the Site and Service at any time within the 30-day period before the amendments take effect. If the amendment increases your obligations under this Agreement, or decreases our obligations under this Agreement, then you can also terminate in the 30 days after the amendments take effect. In either case, there is no cost or penalty for terminating. If you do not cease using the Site and Service during that time, then by your continued use, you are considered to have accepted the proposed amendments.

02

Ability to Enter Into Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.

03

Service Description

The Service is a platform that facilitates communications, interactions, and transactions between Business Users and End Users for the purpose of enabling Business Users to monitor, coach, train and communicate with End Users, and enabling End Users to access workout and meal plans, track their progress, access their appointments and classes, buy products, and more.

KeegNation does not provide or perform training or coaching. KeegNation is not responsible for any interactions between Business Users and End Users that are facilitated through or in connection with the Service, nor does KeegNation have any control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the provision of coaching, training, workouts, meal plans, progress tracking, appointments, classes, product purchases and other services provided by Business Users to End Users.

04

Your Contractual Relationship with End Users

This Agreement governs the relationship between KeegNation and a Business User and, in particular, how a Business User is permitted to make use of the Service in its commercial endeavours. If you elect to interact with End Users in connection with the Service, you should enter into a contract with each such End User and you hereby represent and warrant to us that you have obtained all rights and consents necessary from the End User to use their content submitted through the Service as intended under the Service.

KeegNation is not party to any contract you enter into with an End User and to the extent permitted by law, accepts no liability whatsoever under or in connection with any such contract. You are solely responsible for ensuring that any contract you enter into with an End User complies with all applicable laws.

05

Intellectual Property Rights

All material available on the Site and all material and services provided by or through KeegNation, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, KeegNation grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you for the purposes of using the Service as permitted by this Agreement. You are not permitted to download, copy or otherwise store any Materials.

If KeegNation, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Service or any of its users, data, or Materials, or to your or a third party system, then KeegNation may immediately suspend access to or use of the Service by you or any or all Business Users or End Users. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. KeegNation has no liability to you for suspending the Service under this provision or for any other reason, with or without cause.

This section does not apply to Content (as defined below); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to KeegNation related to the Service, the Site or KeegNation or its business ("Feedback") are and will be KeegNation's exclusive property without any compensation or other consideration payable to you by KeegNation, and you do so of your own free will and volition. KeegNation may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative KeegNation may decide into the Site, the Service, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to KeegNation in any Feedback and, as applicable, waive any moral rights.

For the purposes of this Agreement and the Privacy Policy, "personal information" is any information about or relating to an identified or identifiable individual, as defined in our Privacy Policy.

KeegNation retains the right to use or share any Aggregated Data generated by anyone using the Site or the Service, including our users, for the purpose of enhancing and providing the Service. "Aggregated Data" means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. You are still responsible for any and all personal information that is part of any Content.

06

Your Account

In order to use the Service, you must setup an account (an "Account") by supplying a unique user identification name and password ("Business User ID") to KeegNation. You must ensure that your Business User ID is not shared, and is kept confidential. You are responsible for any and all activity occurring under your Business User ID. You will promptly notify KeegNation of any actual or suspected unauthorized use of the Service. KeegNation may require that a Business User ID be replaced at any time.

That Business User ID, together with any other information you provide, including but not limited to your social media profiles and location, will form your "Profile Information" and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to KeegNation that you have not misrepresented any Profile Information. We do not provide backups of your Profile Information, and you are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Service.

Once you sign up for an Account, you will have the ability to add employees or other personnel (each, an "Authorized Personnel") to your Account through the authentication process provided as part of the Service. As part of the authentication process, End Users that you wish to be associated with your Account will be provided with a unique invitation link that they must use to become Authorized Personnel affiliated with your Account. You are solely responsible for all activities of each Authorized Personnel that occur under or in connection with your Account or the End Users you or your Authorized Personnel train or manage.

Unless otherwise agreed to between the parties in writing, KeegNation deems the person under whose name appears on the credit or charge card that pays the charges for the Service to be the owner and controller of the Business User ID, Profile Information and Account for all purposes under this Agreement. If a corporate or other organization's name appears on the credit or charge card, that corporation or organization is deemed to be the owner. If any dispute arises as to who owns or controls a Business User ID, Profile Information, or Account, the credit or charge card we have on file for the Account will continue to be charged in accordance with this Agreement, and you will be responsible to continue to pay for the Service until KeegNation receives written confirmation from the Account email address confirming a change in ownership and control of the Account.

In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any KeegNation subscriptions at any time by clicking "Unsubscribe" at the bottom of such communication or by contacting [email protected]. Doing so may have a material impact on our ability to provide any Service to you, and we are not responsible if you do so.

07

Fees and Payments

Current pricing for the Service will be made available to you at or prior to the time you elect to subscribe for the Service via the Site or Service or, if applicable, through an online or printed order form to be executed by you. If you have any questions regarding pricing, please contact us at [email protected].

Unless otherwise agreed to by KeegNation, fees will be billed monthly at the same date as your initial sign up for service and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your Account remains open but you do not use the Service. All overdue Fees shall accrue interest at the rate of 10% per annum, or at the highest legal interest rate, if less, and you shall reimburse KeegNation for all expenses (including reasonable attorneys' fees) incurred by KeegNation to collect any amount that is not paid when due.

We reserve the right to modify our billing rates at any time upon 30 days written notice by posting such fee changes to the Site or through email notification to you. You will be liable to pay such modified billing rates.

KeegNation does not process payments on its own. The payment services that facilitate payments in connection with this Agreement are provided by Stripe, LLC and their respective affiliates (each a "Payment Processor"). You are required to provide your credit card or bank account details to us when registering for an Account. By doing so, you authorize us to provide this information to the Payment Processors.

You acknowledge and agree that each Payment Processor's terms will govern your agreement and interactions with that Payment Processor and that our terms and policies do not govern with regard to the processing of your payment by any of the Payment Processors, and that we have no liability arising from your use of or access to any Payment Processor's services. We are not responsible for any errors by any Payment Processor. You should review the applicable terms and policies of each Payment Processor, including their privacy and data gathering practices:

• Stripe, LLC: https://stripe.com/privacy

08

Term and Renewal

Subject to your payment of applicable fees, we will provide the Service to you for the period of time that you have paid for such Service (the "Subscription Period").

At the end of the Subscription Period, your subscription will automatically renew for an additional Subscription Period until explicitly cancelled by you as described in the Cancellation and Termination section below.

If you purchase any fee-based Service, you agree that we or our Payment Processors are authorized to charge you:

1. a fee for any applicable Service for which you have subscribed, billed on a basis of the Subscription Period;
2. any other fees for Service you may purchase;
3. any charges for use of the Service in excess of the usage or other limits placed on your use of the Service (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance);
4. any applicable taxes in connection with your use of the Service to the credit or charge card you provide and to reimburse us for all collection costs and interest for any overdue amounts; and
5. any and all applicable currency conversion charges.

If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.

09

Trial Program

From time to time and at our sole discretion, we may offer free or discounted pricing for you to evaluate the use of the current Service that are generally available to customers for a limited period of time (the "Trial Program"). If you register for a Trial Program, you may elect to purchase the full Service within the term of the Trial Program specified by us (the "Trial Period") and in this case you will be able to use the Service with more than one End User.

Once the Trial Period has expired, you agree that our normal billing rates will apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of End Users and usage) we impose in connection with any Trial Program. You may not sign up for multiple Accounts in order to receive additional benefits under any Trial Programs.

We may terminate or suspend any Trial Program at any time without notice or liability and in our sole discretion. We reserve the right to charge or charge more for any Service or product offered through any Trial Program.

10

Taxes

You take full responsibility for all taxes and fees of any nature associated with the Service, including any sales tax related to any purchase or sale of services or goods under this Agreement. When purchasing or selling services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.

Any tools provided as Materials or in connection with the Service indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Service, including any sales tax related to the purchase or sale of services or goods under this Agreement.

11

Additional Product Specific Terms

Additional terms apply to the provision and use of certain Services and features included as part of the Service (the "Specialized Services"). These Specialized Services and features include, without limitation:

1. a generative AI tool designed to assist personal trainers in suggesting, generating, and building exercises and exercise routines and plans, which may be reviewed by Business Users and then provided to End Users ("AI Workout Builder"); and
2. tools and materials that can be used to support the growth of your business.

The Specialized Services may generate, provide, or make available certain suggestions, recommendations, programs, forms, templates, plans, routines, or other information (the "Outputs"). If you have elected to utilize the Specialized Services, you acknowledge and agree that:

1. The Specialized Services are not a diagnostic tool or medical device;
2. the Specialized Services should not be used for medical purposes, or for the diagnosis, prevention, monitoring, treatment, alleviation, cure or mitigation of any disease, health or medical condition, injury, disability or physiological or pathological process or state;
3. any Outputs or recommendations provided through the Specialized Services are not intended to be a substitute for professional medical advice, diagnosis or treatment and you should (i) review and consider the appropriateness of such recommendations before providing them to or implementing them for any End User; and (ii) encourage End Users to discuss questions about any medical condition or health concern with their physician or other suitable medical professional;
4. if an End User provides any information related to a particular medical condition, you shall have an affirmative obligation to provide a disclaimer clearly stating that (i) the Specialized Service is not intended or designed for the purpose of managing or treating the End User's disclosed medical condition; (ii) based on your qualifications, training or experience you are not in a position to provide advice addressing any medical condition; and (iii) the End User should consult with a medical professional;
5. before using the Specialized Services, you should seek legal advice to determine whether you are permitted to utilize and provide such services in the jurisdictions in which you conduct business. KeegNation is not responsible for, and you are solely responsible and liable for, your compliance with applicable laws, including without limitation those governing the provision of dietitian and nutrition services, personal training services, data privacy, and artificial intelligence;
6. in marketing, promoting and providing your products and services and the Specialized Services, you are not permitted to provide or suggest that KeegNation provides any representations, warranties or guarantees regarding the Specialized Services, or otherwise misrepresent the stated purpose for and intended use of the Specialized Services;
7. you are solely responsible and liable for any representations, warranties or guarantees you make to any End User, including without limitation those related to your title, qualifications, experience or any other information which may either be regulated by law in the applicable jurisdiction, or otherwise harmful to the contractual rights of any End User who may have relied on such representations, warranties or guarantees;
8. you are solely responsible and liable for the information you input into the Specialized Services, and you understand that the accuracy, suitability and safety of Outputs and recommendations generated by the Specialized Services may be negatively impacted if the information you input is inaccurate or misleading;
9. KeegNation makes no representations, warranties or guarantees regarding the accuracy, use, or utility of Outputs and the Specialized Services, including without limitation regarding caloric and other food nutritional information and exercise information. Caloric and other food and nutritional information is sourced from third party food vendors and restaurants. KeegNation cannot control the quality, quantity or consistency of foods served and sold by such third parties; and
10. KeegNation expressly disclaims any and all liability associated with your use of any Outputs, forms, materials, templates, or similar information provided or accessed through the Specialized Services. KeegNation shall have no obligation to independently review such Outputs, forms, materials, or templates, or to review any agreements or materials you create using such resources, including reviewing for compliance with applicable laws or changes in law. Any such Outputs, forms, materials, or templates provided or accessed through the Specialized Services should be considered for convenience only, and you remain responsible for consulting your own legal advisors about the compliance of any action you take or agreements you create.

12

Integrated Payments Service

If you have elected to utilize the Service to process payments related to goods or services offered by you to End Users through the Service (the "Integrated Payments Service"), you will receive payment through the Payment Processors for any charges actually paid by an End User related to such goods and services ("Business User Payments"), less any commissions, transaction fees or other deductions charged by the Payment Processors and KeegNation, and you authorize KeegNation to have its Payment Processors process all such Business User Payments.

If you utilize the Integrated Payments Service, you acknowledge and agree that:

1. Business User Payments shall not accrue interest and will be net of any amounts that KeegNation or the Payment Processor is required to withhold by law;
2. KeegNation is not responsible or liable for any failure or error made by any Payment Processor in connection with the Integrated Payments Service, or for any failure by an End User to make payment to you in connection with the Integrated Payments Service;
3. you will be responsible for all currency conversion charges and responsible and liable for the collection and remittance to the relevant government and taxing authorities of all sales, service, value-added, use, excise, consumption and any other taxes, duties and charges of any kind, if any, imposed by any federal, provincial, state or local governmental entity on any Business User Payments, and you will defend, indemnify and hold harmless KeegNation and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from any failure by you to collect and remit such charges and amounts;
4. you may only use the Integrated Payments Service for legitimate transactions with End Users;
5. you are solely responsible for your relationship with End Users and the products and services you publicize, offer and sell, including without limitation the nature and quality of such products and services, and delivery, support, refunds, returns and any other ancillary services you provide to End Users;
6. when using the Integrated Payments Service you must (1) accurately communicate, and not misrepresent, the nature of your products or services and the amount of the charge or transaction in the appropriate currency, (2) provide End Users a meaningful way to contact you in the event that the product or service is not provided as described, and (3) not use the Service to sell products or services in a manner that is unfair or deceptive, exposes End Users to unreasonable risks or does not disclose material terms of a purchase in advance;
7. you will maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which End Users can receive a refund;
8. you are solely responsible for determining whether a transaction initiated by an End User is erroneous (such as an End User purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases). If you are unsure if a transaction is erroneous or suspicious, you agree to research the transaction and, if necessary, contact the End User before fulfilling or completing the transaction;
9. you are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of the Service;
10. you are solely responsible for providing support to End Users regarding transaction receipts, product or service delivery, support, returns, refunds and any other issues related to your products and services and business activities; and
11. KeegNation is not responsible for or liable to you for authorized and completed transactions or charges that are later the subject of a dispute, refund or reversal, are submitted without authorization or in error or violate any applicable laws.

If you utilize the Integrated Payments Service, you represent, warrant and covenant to KeegNation that: (i) any information you provide us about your business, products or services is accurate and complete; (ii) any Business User Payments represent a transaction for permitted products or services, and any related information accurately describes the transaction; (iii) you will fulfill all of your obligations to End Users and will resolve all disputes with them; (iv) you will comply with all laws applicable to your business and use of the Service; and (v) you will not use the Integrated Payments Service (including any payment processing features thereof), directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Integrated Payments Service.

13

Submission of Content

The Site and the Service available thereon enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, "Content"), to KeegNation for the purpose of providing the Service or as otherwise permitted under this Agreement. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.

KeegNation will use Content you upload solely in connection with providing the Service to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Service, you grant to KeegNation a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Service to you. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Service.

You acknowledge and agree that your Content may be disclosed to others in accordance with the selected privacy settings, utilized features and general functionality of the Service, and as such may be accessible to others including without limitation to: (i) your agents; (ii) End Users; (iii) third party service providers and their agents; (iv) any other person to whom any of the foregoing persons have granted access to your Content; and (v) our affiliates in accordance with the Privacy Policy. KeegNation shall take commercially reasonable steps to ensure that Content identified as private within the functionality of the Service is not shared (unless you select otherwise), but you acknowledge and agree that KeegNation cannot and does not guarantee any confidentiality with respect to your Content whatsoever.

You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to KeegNation or KeegNation's use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree that KeegNation is not responsible for any violations of any third party intellectual property rights, privacy rights, publicity rights, trademark rights, contract rights or any other rights of any person or entity in any Content that you submit to KeegNation. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.

14

Monitoring

KeegNation may, but has no obligation to, monitor Content on the Site, or any website created using our Service. You consent to such monitoring. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect KeegNation or its customers, or operate the Site or Service properly, or improve the Site or Service.

KeegNation, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.

15

Trademarks & Rights of Publicity

KeegNation responds to complaints that Content infringes trademarks or celebrity material. Trademarks include logos, brand names, and trade dress, which is the distinctive visual appearance of a product or its packaging.

Please be aware that celebrities, and other individuals, may have a "right of publicity," which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. If you use a celebrity name or likeness on the Service and you do not have the celebrity's permission, you risk infringing the celebrity's rights, and depending on the circumstances, this may be true for non-celebrities as well.

If you believe your rights have been infringed on the Service, please submit a notification of infringement to our agent listed in the Copyright and Trademark Compliance and Complaints section below. To submit a notification, you must be the trademark owner or the individual featured in a manner violating your rights of publicity, or an authorized agent of the trademark owner or featured individual.

When submitting a notification of trademark or trade dress infringement, provide a copy of the relevant trademark or trade dress registration(s) from the U.S. Patent and Trademark Office or other national trademark office. Please also provide details pertaining to where within the Service the infringement is occurring.

You hereby agree that KeegNation may publicly disclose, issue press releases, and make other public statements, or otherwise communicate with the media, about the existence of this Agreement, the subject matter hereof, and the fact that you have used the Site pursuant to this Agreement. You also agree that KeegNation shall exclusively own any and all Feedback, and is hereby authorized to publicly use such Feedback and attribute it to you in KeegNation's marketing and other materials.

Further, you hereby grant us the right to use your name, trade names, trademarks and logos in our marketing, sales, public relations materials and in other communications solely to identify you as a customer of KeegNation. You have the right to revoke permission for such use of the name, trademark and logo at any time, upon reasonable advance written notice to us.

16

Copyright & Trademark Compliance and Complaints

If you are an intellectual property owner or an agent thereof and believe that either (1) any Content on the Service or (2) any material or activity contained on an online location to which the Service have referred or linked users, infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) and 512(d) for further detail):

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification pursuant to the DMCA should be submitted to:

You acknowledge that if you fail to comply with all of the requirements of this Copyright and Trademark Compliance and Complaints Section, your DMCA notice may not be valid. Emails or notices sent to KeegNation without a proper subject line, or for purposes other than communication about intellectual property claims, may not be acknowledged or responded to.

17

Acceptable Use and Conduct

You agree that you will not publish or make available any Content that, or use the Site or Service in a manner that:

1. infringes, violates or misappropriates any third party's intellectual property or proprietary rights;
2. contains software viruses, 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 equipment;
3. is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
4. is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy;
5. is harmful to minors in any way;
6. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by KeegNation;
7. impersonates a KeegNation employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Service or a portion thereof without proper authorization;
8. interferes or attempts to interfere with the proper working of the Site or Service or prevents others from using the Site or Service, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons' ability to use the Site or Service;
9. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Service or the content contained therein;
10. facilitates the unlawful distribution of copyrighted Content;
11. except as expressly permitted by KeegNation, licenses, sublicenses, rents or leases the Service to third parties, or uses the Service for third party training, commercial time-sharing or service bureau use;
12. includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Service to users;
13. constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
14. stalks or otherwise harasses anyone on the Site or using the Service or with information obtained from the Site or Service;
15. collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
16. requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Service for the purposes of automating logins to the Site;
17. attempts to gain unauthorized access to the computer systems of KeegNation or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Service;
18. posts adult or pornographic Content;
19. decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Service or any other KeegNation technology;
20. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivative works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Service;
21. accesses the Site or Service for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Service;
22. accesses the Site or Service for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
23. accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Service; (ii) interfering with the proper working, functionality or performance of the Site or Service; or (iii) preventing others from accessing or using the Site or Service.

18

Disclaimer of Warranties

YOUR USE OF THE SITE OR SERVICE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. KEEGNATION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

KEEGNATION DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU AGREE THAT FROM TIME TO TIME KEEGNATION MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU, AND WITHOUT INCURRING ANY LIABILITY TO YOU OR ANY THIRD PARTY. YOUR ACCESS AND USE OF THE SITE AND THE SERVICE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICE OR OTHER ACTIONS THAT KEEGNATION, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE.

KEEGNATION MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICE; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICE.

KEEGNATION IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY KEEGNATION, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, ANY THIRD PARTY SITES OR SERVICES ACCESSED THROUGH LINKS ON OUR SITE OR SERVICES, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY KEEGNATION.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND SERVICE. KEEGNATION DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KEEGNATION OR THROUGH OR FROM THE SITE OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE SITE AND SERVICE ARE OFFERED AND CONTROLLED BY KEEGNATION FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. KEEGNATION MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICE ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. THOSE WHO ACCESS OR USE THE SITE OR SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

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Third Party Websites and Content

The Service may permit you to link to other websites or resources on the Internet, other websites or resources may contain links to the Site or Service, and you may use plug-in or add-on online applications developed by third parties that integrate or interoperate with the Service (collectively, "Third Party Systems"). You may use Third Party Systems with the Service provided we have expressly permitted the integration, plug-in or extension with the relevant third party.

You agree that such Third Party Systems may acquire access to your Account, Content, and data and information as required for their interoperation or integration. Third Party Systems are not under KeegNation's control. We have no obligation to monitor such Third Party Systems and you acknowledge that KeegNation is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources.

The inclusion of any link or other integration or operation with Third Party Systems does not imply endorsement by KeegNation or any association with its operators. Third Party Systems are governed by their own terms and conditions and are not considered Services under this Agreement.

You further acknowledge and agree that KeegNation will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Systems. Access and use of Third Party Systems, including the information, material, products and services on Third Party Systems or available through Third Party Systems, is solely at your own risk.

Without limiting the foregoing, the Service utilizes certain YouTube API services, and by using the Service you are also agreeing to be bound by the YouTube Terms of Service, as may be amended from time to time.

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Exclusive Remedy & Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL KEEGNATION OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICE (EVEN IF KEEGNATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICE, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.

KEEGNATION'S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF: (A) US$100; AND (B) THE TOTAL AMOUNTS YOU PAID TO KEEGNATION IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE.

TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, KEEGNATION'S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, KEEGNATION WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL'S PERSONAL INFORMATION TO KEEGNATION OR THROUGH THE SERVICE.

YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND. YOU FURTHER ACKNOWLEDGE THAT OUR LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE SPECIFIC KEEGNATION CONTRACTING ENTITY REFERENCED IN THE CONTRACTING ENTITIES FOR KEEGNATION SECTION BELOW, AND WILL NOT EXTEND TO ANY OTHER KEEGNATION ENTITY OR AFFILIATE.

THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICE PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN KEEGNATION AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT KEEGNATION WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.

KeegNation will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Service.

You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

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Indemnity

You agree to indemnify, defend, and hold harmless KeegNation, and its subsidiaries, affiliates, co-branders, all third party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the "Indemnified Parties"), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) (collectively and individually, "Claims") incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Service, including but without limitation in relation to:

1. your use, non-use or misuse of, or connection to the Site, the Service, Outputs, and any Content, including without limitation your Profile Information, any Content you make available through the Site or Service, any provision of Outputs to End Users, and any third party Content forming part of the Site;
2. your violation or alleged violation of this Agreement;
3. any claim that the Site or its Outputs caused or contributed to a physical, psychological, or medical injury or condition of any End User or other third party;
4. your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein;
5. your failure to comply with applicable laws, regulations, or professional or licensing requirements in any applicable jurisdiction;
6. the accuracy, completeness, or adequacy of any information you input into the Site; or
7. your reliance on the Site or Outputs as a substitute for professional advice, medical advice or treatment, or in violation of any disclaimer or restriction set forth in this Agreement.

KeegNation reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify KeegNation and you agree to cooperate with KeegNation's defense of these Claims. You agree not to settle any matter without the prior written consent of KeegNation. KeegNation will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

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Cancellation and Termination

You may cancel your Account at any time through your account settings within the app or by contacting us at [email protected].

Cancellations take effect at the end of your current Subscription Period. You will retain full access to all paid features until that date. No refunds are provided for unused time remaining in a Subscription Period, in whole or in part, unless required by applicable law. Subscriptions renew automatically; you will not be charged again after your cancellation takes effect.

You will remain liable for all charges accrued on your Account up to the time of cancellation, including full fees for the then current Subscription Period in which you cancelled your Account. KeegNation is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation.

KeegNation reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. KeegNation reserves the right to modify, suspend or discontinue the Site and/or Service, or any portion thereof, at any time and for any reason, with or without notice.

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Data Usage and Charges

The Service may use information and data transmission networks operated by third parties to send data, information and Content from a computer or device to KeegNation's servers, and to serve data, information and Content back to such computer or device. Depending on your wired or wireless data or similar plan with such third party operators, you may incur charges from such third party operators for use of its information and data transmission networks.

You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Service and/or as a result of data, information and Content submitted or received by your computer or device through the Service.

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CCPA Required Terms

As between you and KeegNation, and to the extent applicable, it is acknowledged and agreed that KeegNation is a "service provider" as that term is defined in the California Consumer Protection Act of 2018, as amended from time to time ("CCPA"), and shall not:

1. sell any information about an identifiable individual ("Personal Information") provided by you;
2. retain, use, or disclose any Personal Information provided by you for any purpose other than for performing its obligations under this Agreement or as otherwise permitted by the CCPA or required by law, or, if applicable, as authorized in writing by you; or
3. retain, use, or disclose any Personal Information provided by you outside of the direct business relationship between KeegNation and you, unless otherwise permitted by the CCPA or required by law, or, if applicable, as authorized in writing by you.

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Disputes

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration:

1. if you are a US resident, under the Streamlined Arbitration Rules and Procedures of JAMS, and the place of arbitration shall be the applicable venue described in the Governing Law & Venue section.

Each party will cover its own fees and costs associated with the arbitration proceedings.

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

If there is any dispute between you and KeegNation about or involving this Agreement, the Site or the Service, the applicable governing law and venue will be as described in the Governing Law & Venue section.

Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

No action, regardless of form, which arises from or is related in any way whatsoever to this Agreement, may be commenced by you more than twelve (12) months after such cause of action accrues.

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Artificial Intelligence

We strive to use artificial intelligence, chatbots and large language model services responsibly (collectively, "AI Features"). We understand that AI Features can be used to help create meaningful and engaging content, as well as automate certain aspects of the Service, and to enhance your user experience.

The content generated from your use of AI Features is provided for informational purposes only and should not be relied upon for any specific purpose without separate verification of its accuracy or completeness. Given the probabilistic nature of machine learning, use of AI Features and the content, results or recommendations generated thereby may result in incorrect outputs that do not reflect the action generated. You should independently evaluate the accuracy of any AI-generated outputs or recommendations before accepting them.

To the extent permitted by applicable laws, we expressly disclaim any and all liability for any errors or omissions related to or arising out of content produced or provided by or through the AI Features. We may, in our sole discretion, choose to modify or remove any AI Feature or AI-generated content at any time, with or without notice.

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Trials, Evaluations & Beta Licenses

Except as otherwise provided in an order form, any product or service offering provided on a trial, beta, pre-release or evaluation basis (each, a "Beta Offering") may be made available to you at no cost and for a limited duration. You have no obligation to use a Beta Offering and we shall have no obligation to release a Beta Offering for public use.

Beta Offerings will be made available solely for testing and evaluation purposes, and your use of a Beta Offering will be for the term specified by us (and, if no term is specified, then for the earlier of 12 months starting from the date we make the Beta Offering available or when that version of the Beta Offering becomes generally available).

We reserve the right to discontinue a Beta Offering at any time, with or without notice. Subject to applicable laws, all Beta Offerings are provided "as is," "where is" with no warranties of any kind and your use of a Beta Offering is solely at your own risk.

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Miscellaneous

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.

This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by KeegNation without restriction.

You agree that if KeegNation does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which KeegNation has the benefit of under any applicable law), this will not be taken to be a formal waiver of KeegNation's rights and that those rights or remedies will still be available to KeegNation.

The sections of Intellectual Property Rights, Taxes, Submission of Content, Disclaimer of Warranties, Third Party Websites and Content, Exclusive Remedy and Limitation of Liability, Indemnity, Cancellation and Termination, CCPA Required Terms, Disputes and Miscellaneous and any other provisions of this Agreement that are intended to survive termination or expiry of this Agreement will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned electronic agreement or rely on such an unsigned agreement.

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Contacting KeegNation

You may contact KeegNation: