Meetlete, Inc. Last Updated: 2/1/21

9. FEES AND PURCHASE TERMS.

9.1. Payment If paying any fees in connection with the use of the Platform, you agree to pay all owed fees or charges in accordance with the billing terms in effect at the time a fee or charge is due and payable and to provide Meetlete with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Meetlete with your credit card number or PayPal account and associated payment information, you agree that Meetlete is authorized to immediately invoice you for all fees and charges due and payable to Meetlete hereunder and that no additional notice or consent is required. You agree to immediately notify Meetlete of any change in your billing address or the credit card or PayPal account used for payment hereunder. Meetlete reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.

9.2. Non-Profit Partner Donations For every Video Call Talent does with a Fan, a percentage of the Fan’s payment designated by Talent will be directed towards the associated Non-Profit Partner Talent identified on his or her Account profile.

9.3. Third-Party Provider. Meetlete uses Stripe, Inc. (“Stripe”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By purchasing Video Calls, you agree to be bound by Stripe’s Privacy Policy: https://stripe.com/privacy and hereby consent and authorize Meetlete and Stripe to share any information and payment instructions you provide with third-party service providers to the minimum extent required to complete your transactions.

10. INDEMNIFICATION. You agree to indemnify and hold Meetlete, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Meetlete Party” and collectively, the “Meetlete Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other User; or (e) your violation of any applicable laws, rules or regulations. Meetlete reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Meetlete in asserting any available defenses. This provision does not require you to indemnify any of the Meetlete Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

11. DISCLAIMER OF WARRANTIES AND CONDITIONS.

11.1. As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MEETLETE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.

11.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT MEETLETE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MEETLETE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

11.3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT MEETLETE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. MEETLETE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES.

12. LIMITATION OF LIABILITY.

12.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MEETLETE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MEETLETE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEETLETE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEETLETE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEETLETE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL MEETLETE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO MEETLETE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEETLETE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEETLETE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEETLETE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.3. User Content. EXCEPT FOR MEETLETE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE MEETLETE’S PRIVACY POLICY, MEETLETE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

12.4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEETLETE AND YOU.

13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.It is Meetlete’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Meetlete by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written 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; and (f) 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. Contact information for Meetlete’s Copyright Agent for notice of claims of copyright infringement is as follows: Meetlete, Inc., Attn: Copyright Agent, 2907 Shelter Island Drive, Ste 105 PMB.

14. REMEDIES.

14.1. Violations. If Meetlete becomes aware of any possible violations by you of the Agreement, Meetlete reserves the right to investigate such violations. If, as a result of the investigation, Meetlete believes that criminal activity has occurred, Meetlete reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Meetlete is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Services, including Your Content, in Meetlete’s possession in connection with your use of Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Meetlete, its Registered Users or the public, and all enforcement or other government officials, as Meetlete in its sole discretion believes to be necessary or appropriate.

14.2. Breach. In the event that Meetlete determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Services, Meetlete reserves the right to:

15. TERMINATION. At its sole discretion, Meetlete may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Without limitation, Meetlete may terminate or suspend your right to use the Platform if you breach any provision of the Agreement or any policy of Meetlete posted through the Platform from time to time; if Meetlete otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Meetlete believes you are creating problems or possible legal liabilities; if Meetlete believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Meetlete believes you are infringing the rights of third parties; if Meetlete believes you are acting inconsistently with the spirit of this Agreement; or if despite our reasonable endeavors, Meetlete is unable to verify or authenticate any information you provide. In addition to suspending or terminating your access to the Services, Meetlete reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Meetlete will remain due. Upon termination of this Agreement, all provisions which by their nature are intended to survive termination will survive, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

16. INTERNATIONAL USERS.. The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country. These references do not imply that Meetlete intends to announce such Services or Content in your country. The Services are controlled and offered by Meetlete from its facilities in the United States of America. Meetlete makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

17. DISPUTE RESOLUTION.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Meetlete and limits the manner in which you can seek relief from us.

17.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with Meetlete, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Meetlete may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

17.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Legalinc Corporate Services Inc., 651 N. Broad St., Suite 206, Middletown, Delaware 19709. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Meetlete will pay them for you. In addition, Meetlete will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

17.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Meetlete. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

17.4. Waiver of Jury Trial. YOU AND MEETLETE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Meetlete are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section [17.1] above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

17.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.

17.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [insert email address], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Meetlete username (if any), the email address you used to set up your Meetlete account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

17.7. Severability. Except as provided in subsection [17.5], if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

17.8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Meetlete.

17.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Meetlete makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Meetlete at the following address: Meetlete, Inc., 2907 Shelter Island Dr., Ste. 105 PMB 2955, San Diego, California 92106 or legal@meetlete.com.

18. GENERAL PROVISIONS.

18.1. Electronic Communications. The communications between you and Meetlete may take place via electronic means, whether you visit the Services or send Meetlete e-mails, or whether Meetlete posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Meetlete in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Meetlete provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

18.2. Release. You hereby release Meetlete Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Meetlete Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform.

18.3. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Meetlete’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

18.4. Force Majeure. Meetlete shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

18.5. If you have any questions, complaints or claims with respect to Company Properties, please contact us at: tech@meetlete.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

18.6. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

18.7. Notice. Where Meetlete requires that you provide an e-mail address, you are responsible for providing Meetlete with your most current e-mail address. In the event that the last e-mail address you provided to Meetlete is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Meetlete’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Meetlete at the following address: Meetlete, Inc., 2907 Shelter Island Dr., Ste. 105 PMB 2955, San Diego, California 92106. Such notice shall be deemed given when received by Meetlete by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

18.8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

18.9. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

18.10. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Meetlete are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Meetlete products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

18.11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

18.10. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.