TERMS OF USE

Last Updated: 8/14/23

10,000 Hours, Inc. (“10,000 Hours,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary platform (“Platform”), which is made available to you as a web application through our website located at tlm.tennis (the “Website”).

By clicking “I AGREE,” or otherwise manifesting assent to this Agreement (as defined below), when you sign up to access and use the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Platform. We may change the terms and conditions of these Terms of Use from time to time with or without notice to you. By continuing to access and/or use the Platform after we have posted a modification on the Platform, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

1. DESCRIPTION AND USE OF THE PLATFORM

The Platform allows you to upload videos of tennis strokes and receive an analysis of the videos. The analysis will be provided to you in the form of a PDF report and/or marked-up videos that will show side by side comparison of the stroke type.

We provide Tennis Clubs, Coaches and Players with access to the Platform as described below:

Tennis Clubs. Tennis Clubs are tennis academies and organizations, including but not limited to, school tennis teams and the USTA that sign up to access and use our Platform. Tennis Clubs can create and manage Accounts for their Coaches and Players.

Coaches. Coaches, as the term implies, are tennis coaches that may or may not be associated with any Tennis Clubs or organizations, including any independent Coaches. Independent Coaches, as the term implies, are tennis coaches that are not associated with any Tennis Clubs or organizations. Coaches can: (i) create and manage Accounts for their Players; (ii) collect and upload Videos on behalf of their Players; and (iii) invite their Players to create an Account on the Platform and connect/associate the Player's Account with the Coach.

Players. Players, as the term implies, are individual tennis players that may or may not be associated with any Tennis Clubs or Coaches. Players can: (i) create and manage their own Account on the Platform if they are 18 years of age or older; (ii) connect/associate their Account with their Coach(es) (if applicable); and (ii) collect and upload their own Videos. Players that are under 18 years of age may only access the Platform through an account created and managed by their parent or legal guardian (“Parent Account”) or Coach (“Coach Account”). Each parent or legal guardian who creates a Parent Account and each Coach who creates a Coach Account acknowledges that by doing so such parent, legal guardian or Coach is (i) permitting the Player to upload Videos of themselves; and (ii) allowing the Player's personal information to be used by 10,000 Hours as set forth in the Privacy Policy. Coaches will be solely responsible and liable for obtaining express written consent from a parent or legal guardian of Players under 18 years of age in order to add such Players under the Coach Account. 10,000 Hours is not responsible or liable for obtaining such consent.

10,000 Hours is under no obligation to accept any individual or organization as a user of the Platform, and may accept or reject any registration in its sole and complete discretion. In addition, 10,000 Hours may deactivate any account at any time, including, without limitation, if it determines that a user has violated these Terms of Use.

2. RIGHT TO ACCESS AND USE THE PLATFORM

Subject to the terms and conditions of this Agreement, 10,000 Hours hereby grants you during the term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable right, to access and use the Platform solely for your internal business purposes or for your personal purposes (if you are an independent Player).

You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Website or the Platform; (ii) modify, adapt, or translate the Website, the Platform, or any portion or component thereof; (iii) make any copies of the Website, the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Website, the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Website, or the Platform; (vi) use the Website, the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Website, or the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of 10,000 Hours in each instance; (ix) use the Website, or the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Website, or the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.

If you violate this section, 10,000 Hours reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. 10,000 Hours reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.

3. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS

In order to use the Platform, you will have to register by creating an account on the Platform (“Account”). During the registration process, we will ask you to create an account, which includes a unique sign-in name (“Sign-In Name”), password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). The Sign-In Name, Password and Unique Identifiers are collectively referred to herein as the “Account Credentials.” When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason.

4. ELIGIBILITY

If you are 13 or older, but under the age of majority in your jurisdiction (each a “Minor”), you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it and agree to the terms.

By agreeing to this Agreement, you represent that you are at least the age of majority in your jurisdiction, or that you are the age of majority in your jurisdiction and you have given us your consent to allow any of your Minor dependents to access and use the Platform.

NOTICE TO PARENTS AND GUARDIANS OF MINORS: You are responsible for monitoring and supervising your child's use of the Platform. If your child is using the Platform without your express consent, please contact us immediately so that we can disable his or her access. If you have questions about the Platform, please contact us at john@tlm.tennis.

5. FEES AND PAYMENT

In exchange for your access to and use of the Platform, you agree to pay the fees for the applicable subscription plan that you selected at registration.

We may use a third-party payment vendor (“Third-Party Payment Processor”) to process your payment. You warrant and represent that you are the valid owner or an authorized user, of the credit card or payment account that you provide to such Third-Party Payment Processor, and that all information you provide is accurate. If payment is not received from your credit card issuer or any other payment facility, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance.

IT IS IMPORTANT TO NOTE THAT WHEN YOU SIGN UP FOR A SUBSCRIPTION (MONTHLY, ANNUALLY, OR OTHERWISE), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE INSTRUCTIONS IN YOUR ACCOUNT OR BY CONTACTING US AT john@tlm.tennis, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. AGAIN, IF YOU DO NOT CANCEL, THEN YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME SUBSCRIPTION. THERE ARE NO REFUNDS FOR CANCELLATION, AND YOU UNDERSTAND AND AGREE THAT YOU SHALL RECEIVE NO REFUND OR EXCHANGE FOR ANY UNUSED TIME OF THE SUBSCRIPTION ACCORDING TO THE CHOSEN PREFERENCES (EITHER A MONTHLY OR A YEARLY SUBSCRIPTION). We reserve the right to change any of the fees that we charge including any Product pricing, or to institute new or additional fees, at any time upon notice to you.

6. COMMUNITY GUIDELINES

10,000 Hours' community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Platform, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

  • You will comply with all applicable laws in your use of the Platform and will not use the Website and the Platform for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk,” threaten, or otherwise harass another person;
  • You will not access or use the Platform to collect any market research for a competing business;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
  • You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we'll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of thereof, without notice, and to remove any content that does not adhere to these Community Guidelines.

7. USE OF PERSONAL INFORMATION

Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which are hereby incorporated by reference in its entirety.

8. INTELLECTUAL PROPERTY

The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, tutorials, and other material provided by or on behalf of 10,000 Hours, but specifically excluding Videos (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of 10,000 Hours (“10,000 Hours Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of 10,000 Hours. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with 10,000 Hours Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of 10,000 Hours Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

9. VIDEOS; DERIVED DATA; USAGE DATA; AGGREGATE DATA AND OUTPUT

For purposes of this Agreement, “Videos” mean recordings of tennis strokes that are uploaded to the Platform by Coaches, Players or parents or legal guardians of Players; “Derived Data” means any meta data contained in the Videos or any data that we are able to extract or derive from the Videos; “Usage Data” means anonymous, analytical data that 10,000 Hours collects concerning the performance and use of the Platform by its users; and “Output” means PDF reports, marked-up videos, other analyses, and related output that may be generated by the Platform and made available to you through the Platform. Tennis Clubs, Coaches and Players, as applicable, own all right, title, and interest in and to the Videos, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. If you are a Tennis Club or a Coach, and if your Player is under 18 years of age, then you are responsible for obtaining the rights for us to use the Videos as more specifically set forth herein. You hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Videos: (i) during the term of this Agreement, in furtherance of our obligations hereunder; and (ii) for our internal business purposes, including using such data to analyze, update, and improve the Platform and our analytics capabilities.

Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, your Videos, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

We own all right, title and interest in and to the Derived Data and Output. Subject to the terms and conditions of this Agreement, 10,000 Hours hereby grants you a non-exclusive, worldwide, full paid-up, royalty-free right and license to use the Output for your internal business purposes or for your personal purposes (if you are an independent Player).

10. COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

11. NO WARRANTIES; LIMITATION OF LIABILITY

NONE OF 10,000 HOURS, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “10,000 HOURS PARTIES”) ENDORSE ANY CONTENT PROVIDED THROUGH THE PLATFORM, ANY TENNIS CLUBS, COACHES AND/OR PLAYERS THAT ACCESS AND/OR USE THE PLATFORM, AND/OR ANY OPINION, RECOMMENDATION OR ADVICE EXPRESSED THROUGH THE PLATFORM. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NONE OF THE 10,000 HOURS PARTIES MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND THE 10,000 HOURS PARTIES HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT ANY 10,000 HOURS PARTY MAY NOT AS A MATTER OF PLATFORMLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

10,000 HOURS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (I) ANY TENNIS CLUBS, COACHES AND PLAYERS THAT ACCESS AND/OR USE THE PLATFORM (II) ANY CONTENT, AND/OR ANY OUTPUT; (III) THE ACCURACY, COMPLETENESS, CORRECTNESS OR TIMELINESS OF THE INFORMATION PROVIDED ON OR THROUGH THE PLATFORM AND/OR THE OUTPUT, (IV) THE QUALITY AND SECURITY OF THE PLATFORM, INCLUDING WHETHER THE PLATFORM WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS; OR (V) THE ABILITY TO ACCESS THE PLATFORM OR THE CONTENT ON THE PLATFORM AT ANY PARTICULAR TIME. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE PLATFORM. WE ASSUME NO LIABILITY IF YOU ARE UNABLE TO LOGIN TO YOUR ACCOUNT USING YOUR LOGIN INFORMATION. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, CONTENT AND/OR THE OUTPUT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, CONTENT AND/OR THE OUTPUT, SHALL BE LIMITED TO THE TOTAL FEES YOU PAY TO US DURING THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES OR IF YOU ARE USING THE PLATFORM UNDER A FREE SUBSCRIPTION, TO ONE HUNDRED DOLLARS ($100). THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AT ANY TIME WITHOUT NOTICE.

12. EXTERNAL SITES

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

13. WARRANTIES; INDEMNIFICATION

Each time that you upload a Video, you warrant and represent that (i) you have all necessary rights to upload the Video and to grant us the rights and licenses to the Video as set forth herein; and (ii) your provision of the Video and the licenses granted to us herein does not (a) violate any applicable laws, rules or regulations, or (b) infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines. You agree to defend, indemnify, and hold harmless the 10,000 Hours Parties from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees (collectively, “Losses”) incurred by any 10,000 Hours Party in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement, including but not limited to, any representations and warranties; (ii) any misuse of the Content, or the Platform; (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; (iv) violation of any applicable law, rule or regulation; or (v) negligence or willful misconduct by you or your Coaches or Players; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

14. COMPLIANCE WITH PLATFORMLICABLE LAWS

The Platform is based in the United States. We make no claims concerning whether the Platform, or the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

15. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.

16. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Platform or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND PLATFORMEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of Platformeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where Platformropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All Platformlicable JAMS' rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of Platformropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent 10,000 Hours from seeking injunctive relief in any court of competent jurisdiction as necessary to protect 10,000 Hours' proprietary interests.

17. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New Jersey for purposes of any such action by us.

19. CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

20. MISCELLANEOUS

If the Agreement is terminated in accordance with the termination provision in Section 15 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Copyright 2023 10,000 Hours, Inc. All rights reserved.