SECOND PLAY SPORTS

TERMS OF USE

Gifted Glove, LLC, (“Licensor”), dba Second Play Sports, hereby agrees to grant to you, a person of at least 18 years of age and of legal capacity to enter into this Terms of Use (“Licensee”), a limited revocable, non-exclusive, non-assignable license to use the Marketplace (as hereinafter defined) on the terms and conditions provided herein. Licensee acknowledges that Licensee’s consent to these Terms and Conditions is a material prerequisite to Licensor’s allowing Licensee to use the Marketplace, and this Terms of Use constitutes an enforceable contract.

1. Marketplace. “Marketplace” means the 2nd Play Sports mobile application solution (commonly referred to as an “app”) intended to establish a virtual, social marketplace for the sale, purchase, and gifting of sports equipment, along with any and all products, software, and services contained therein (which may include advertisements or listings from retail stores in addition to listings from private individuals), and any support applications, updates, revisions, extensions, and derivatives thereof, including without limitation, online versions or other variations. Licensor shall determine the scope and content of the Marketplace at all times, in Licensor’s sole and absolute discretion.

2. Personal Information. In order to create a Marketplace account, Licensee may be required to provide certain personal information to Licensor, which may include real name, title, age, date of birth, a username, company name if applicable, address, phone number, email address, description of goods, price of goods. In the event of a listing fee to list items for sale, and/or in the event Licensor offers a payment escrow service through the Marketplace, with such offerings (or none) to be determined in Licensor’s sole discretion, Licensee may be required to provide a credit/debit card number in order to utilize the service to the extent Licensee desires to use the service, and in doing so Licensee authorizes Licensor to charge such credit/debit card for any and all listing fees, sales fees, use fees, or any other fees incurred by Licensee in using the services and features of the Marketplace (fees are non-refundable, even for removed, delayed, omitted, or otherwise moderated posts or transactions). Licensee’s credit/debit card number will be kept secure and not shared with other users. Only first name will be displayed to other users when Licensee uses the message center. Licensee is fully and solely responsible for any other personally identifying information that Licensee shares with other users of the Marketplace. The use of Licensee’s personal information shall be further governed by Licensor’s Privacy Policy, incorporated into this Terms of Use by reference.

3. Use and Compliance with Rules and Laws. Licensee represents and warrants that Licensee (a) shall comply with all federal, state, and local laws, rules, regulations, and ordinances Licensee’s use of the Marketplace and engagement in transactions originating in the Marketplace, including without limitation all tax obligations associated with Licensee’s transactions originating in the Marketplace; (b) SHALL NOT USE THE MARKETPLACE IN FURTHERANCE OF, COMMISSION OF, OR OTHERWISE IN CONNECTION WITH, FRAUDULENT OR ILLEGAL PURPOSES, INCLUDING WITHOUT LIMITATION, LICENSEE SHALL NOT USE THE MARKETPLACE OR ANY MARKETPLACE GOODS OR SERVICES IN CONNECTION WITH ONLINE OR IN-PERSON HARASSMENT, THREATS, BULLYING, HATE SPEECH, PORNOGRAPHY OR ANY TYPE OF SEXUAL CONTENT, ABUSE OR PHYSICAL VIOLENCE TOWARD PEOPLE, ANIMALS, OR PROPERTY, OR INDUCING ANY OF THE FOREGOING; OR IN THE COMMISSION, AIDING, OR INDUCING OF ANY OTHER CRIME, INCLUDING WITHOUT LIMITATION THE SALE OR PURCHASE OF ILLEGAL, RECALLED, STOLEN, COUNTERFEIT OR OTHERWISE INFRINGING GOODS OR SERVICES; (c) shall not circumvent, disable, reverse engineer, or otherwise “hack,” nor attempt any of the foregoing with respect to any software or other aspect of the Marketplace, nor interfere with other users’ use of the Marketplace; (d) shall not use or provide software (except general purpose web browsers and email clients) or services that interact or interoperate with the Marketplace, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use; (e) shall not copy/collect Marketplace content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand); (f) shall not engage in misleading, unsolicited, and/or unlawful postings/communications/accounts, nor buy or sell accounts, nor “spam” Licensor, the Marketplace, or other users of Marketplace with advertisements for other services or repetitious postings or comments, whether within the Marketplace, or by email, text, phone, courier, mail, or otherwise; (g) shall not collect, delete, or otherwise use or manipulate Marketplace user information; (h) shall not abuse the Marketplace’s flagging or reporting processes; (i) shall not post any content (text, photos, or otherwise) that infringes on the intellectual property rights of others; (j) shall comply with all orders, rules, and regulations established by Licensor, whether or not all rules are set forth in this Terms of Use, and which may include, without limitation, rules regarding administrative moderation of user comments and posts, posting of third party links, user decorum, foul language or other offensive or objectionable content, deletion of non-compliant posts and comments, and other rules as determined in Licensor’s sole and absolute discretion, and which rules may be amended by Licensor from time to time. Licensor may control and moderate Licensee’s access/use in Licensor’s sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating Licensee’s access/license/account. Licensee shall not bypass said moderation. Licensor is not liable for moderating or not moderating, and nothing Licensor says or does waives or alters Licensor’s right to moderate content or not.

4. Licensee Responsibility. Licensee is responsible for arranging legal, safe, and secure location to exchange items sold, purchased, or gifted through the Marketplace, for example only and without limitation, the parking lot of a police station or other populated public location during daylight hours, and/or (b) the cost and proper packaging associated with shipping any goods agreed by Licensee and another user to be shipped. Licensee shall ensure it obtains and maintains any and all required permits and permissions for hauling and storing any goods to be transported or stored by Licensee. Licensee shall be responsible for any and all parking citations traffic citations, charges in connection with towing or immobilization, and any other citations, fees, or charges accrued or incurred by Licensee in connection with any transactions originating from the Marketplace.

5. No Warranty. Licensee acknowledges that use of the Marketplace is provided AS-IS AND AS AVAILABLE, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SAFETY, ACCURACY, COMPLETENESS; AND NOTWITHSTANDING ANY OTHER TERMS OR REQUIREMENTS OF THIS TERMS OF USE, THERE IS NO WARRANTY, OF ANY KIND, EXPRESS OR IMPLIED, OF FREEDOM FROM ANY OF THE FOLLOWING: DEFAMATORY OR OFFENSIVE LANGUAGE OF OTHERS; HARASSMENT, ABUSE, OR INFRINGING, ANNOYING, OR CRIMINAL CONDUCT OF OTHERS; THIRD PARTY VIRUSES, MALWARE, OR OTHER “HACKING”; ALL WHETHER OR NOT LICENSOR HAS BEEN NOTIFIED OF SUCH ACTIONS OR CONDUCT OR THE POSSIBILITY OF SUCH ACTIONS OR CONDUCT. Licensor has the sole and absolute right to determine the scope and functionalities of the Marketplace, to delete without warning any content in Licensor’s sole and absolute discretion, and may close or terminate the Marketplace at any time. Either party may cancel Licensee’s account and use of the Marketplace at any time, for any reason.

6. Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT USE OF THE MARKETPLACE IS AT LICENSEE’S OWN RISK, AND THAT LICENSOR DOES NOT ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS SUBMITTED TO THE MARKETPLACE, AND LICENSEE HAS NO CONTROL OVER AND IS NOT RESPONSIBLE FOR THE ACTIONS OR BEHAVIOR OF OTHER USERS OF THE MARKETPLACE OR MEMBERS OF THE PUBLIC. Licensee acknowledges that in using the Marketplace, Licensee may be exposed to content from a variety of sources, and such content may be inaccurate, offensive, or objectionable, and Licensor is not responsible for the accuracy, usefulness, safety, sensibility, decency, or intellectual property rights of or relating to such content. Licensee agrees that Licensor, its employees, agents, advisors, officers, directors, members, and shareholders, are not and shall not be liable for any losses, damages, or liabilities arising out of or relating to Licensee’s use of the Marketplace or engagement in transactions originating from or within the Marketplace, including without limitation any losses or damages from loss, theft, or damage to property or persons, including without limitation any personal injuries sustained by Licensee or Licensee’s employees, contractors, guests, family members, or invitees. Licensee assumes full responsibility for any such injuries, losses, or damages, except in the event of fraud or willful misconduct by Licensor.

7. Indemnification. LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS EMPLOYEES, AGENTS, 34786MEMBERS, AND SHAREHOLDERS, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, COSTS, EXPENSES, AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER CAUSED BY OR INCURRED BY LICENSEE, OR OTHERWISE, ARISING FROM OR RELATING TO LICENSEE’S USE OF THE MARKETPLACE OR ENGAGEMENT IN TRANSACTIONS HAVING AN ORIGIN IN THE MARKETPLACE, OR FROM ANY FAILURE OF LICENSEE TO COMPLY WITH ANY OF THE TERMS OR OBLIGATIONS HEREIN, INCLUDING WITHOUT LIMITATION RECOVERY OF LICENSOR’S COSTS AND ATTORNEY’S FEES AS PROVIDED IN SECTION 20 (ATTORNEY’S FEES AND COSTS), ALL EXCEPT IN THE EVENT OF FRAUD OR WILLFUL MISCONDUCT ON THE PART OF LICENSOR. LICENSEE WAIVES ANY CLAIMS AGAINST LICENSOR FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

8. No Insurance. Licensor does not provide any insurance coverage for the marketplace or for goods or services sold, purchased, or gifted via the marketplace. It is Licensee’s responsibility to provide, or obtain for itself or from the other user in a marketplace transaction, any insurance coverage relating to marketplace transactions. Licensee shall be solely responsible for any and all costs and expenses not covered by insurance.

9. Intellectual Property. Nothing in this Terms of Use grants, transfers, or conveys to Licensee any license or other right, title, or interest of any kind in Licensor’s intellectual property (including without limitation, trademarks, copyrights, patents, trade secrets, and all other forms of intellectual property), except as narrowly required for Licensee’s use of the Marketplace on the terms herein, and only at such times as Licensee actively uses the Marketplace in accordance with these terms. Licensee shall not display, "frame," make derivative works, distribute, license, or sell, content from the Marketplace, excluding postings Licensee creates. Licensee grants to Licensor a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content Licensee posts.

10. Privacy Policy. Licensee hereby acknowledges having read and accepted Licensor’s Privacy Policy, which is fully incorporated as part of this Terms of Use by reference.

11. Authorization. Licensor and Licensee each represent and warrant that they are fully authorized to comply with this Terms of Use.

12. Assignment. Licensee acknowledges and agrees that its rights and obligations associated with Licensee’s use of the Marketplace are personal to Licensee (even if Licensee is a company or other entity) and not assignable or transferable by Licensee. This Terms of Use and all terms and provisions contained herein are assignable by Licensor.

13. Notices. All notices required or permitted to be given in connection with this Terms of Use shall be in writing and shall be deemed to have been given on the date of delivery if delivered in person, by certified mail or other trackable delivery by a recognized courier, and addressed as follows: (a) if to Licensee, to the address provided by Licensee in its Marketplace account, (b) if to Licensor, to 9636 Woodmont Pl, Windermere, FL 34786.

14. Governing Law; Jurisdiction; Venue. The Terms of Use shall be governed by, and construed in accordance with, the laws of the State of Florida. Any action or proceeding arising out of, or based on any right arising out of, the Terms of Use shall be exclusively brought in the appropriate state or federal court located in Orange County, Florida. The parties waive any argument(s) that such courts constitute an inconvenient or prejudicial forum.

15. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY AND WILLFULLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN THE RESOLUTION OF ANY DISPUTE, LAWSUIT, OR OTHER LEGAL PROCEEDING ARISING OUT OF THE TERMS OF USE OR BASED ON ANY RIGHT ARISING OUT OF THE AGREEMENT. EACH PARTY HAS HAD THE OPPORTUNITY, OR WAIVED THE OPPORTUNITY, TO SEEK LEGAL COUNSEL REGARDING THIS WAIVER AND ALL OTHER PROVISIONS OF THE AGREEMENT. LICENSEE FURTHER AGREES THAT, TO THE EXTENT ALLOWED BY LAW, NO CLAIMS WILL BE ASSERTED ON A CLASS-WIDE OR COLLECTIVE BASIS.

16. Amendment. The Agreement may not be modified or amended except in writing by both parties.

17. Construction and Interpretation. The captions in the Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provision of the Agreement. All phrases, pronouns, and other variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the actual identity of the organization, person, or persons may require. No provision of this Agreement shall be construed against any party hereto by reason of the extent to which such party or its counsel participated in the drafting hereof. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall continue in full force as if the invalid provision never existed. Whenever possible, each part of this Agreement shall be interpreted in such a manner as to be valid under applicable law, and in accordance with the parties’ intent. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Construction and interpretation shall not favor one party or the other based on which party drafted such term or provision.

18. Waiver. Any waiver by a party of a breach of any provision of the Terms of Use shall not operate or be construed as a waiver of any subsequent breach thereof.

19. No Third Party Beneficiaries. This Terms of Use is solely for the benefit of the parties hereto and, to the extent provided herein, their respective officers, managers, members, employees, advisors, agents and representatives, and no provision of this Terms of Use shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

20. Attorney’s Fees and Costs. In the event of any dispute arising under this Terms of Use, whether or not a lawsuit or other proceeding is filed, and at all levels of pre-litigation and litigation, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, court costs, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.

21. Language Translation. In the event of translation of the Terms of Use into any other language, the English translation shall govern.

22. Electronic Signatures. Without limitation, this Terms of Use may be consented to and agreed to via internet-based platform or any other electronic or digital media.

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