TERMS OF USE

Last updated and effective date: 10/10/2019

As used herein, the terms “we”, “us”, “our” refer to Turning Point Group, LLC, the owner of the website MSA4Sports.com and marketing partner of Applied Skills & Knowledge, Inc., www.appliedskills.com (“AS&K ”), the owner of the Mental Skills Assessment, (referred hereto collectively as “MSA4S/AS&K”).

These Terms and Conditions (the “Terms“) apply to all Users and visitors of the Website (which shall include natural persons and representatives of all legal entities, whether such representatives are persons or digital engines of a kind that crawls, indexes, scrapes, copies, stores or transmits digital content).

These terms of use govern your use of the Mental Skills Assessment (the “MSA”) an online assessment tool and Website access (referred to collectively as the “Website”). By using the Website, you agree to these terms of use in full and they form part of your contract with us to provide the Website and related services including any reports, analytics, performance evaluations, digital content and related information resulting from your use of the MSA and Website made available through the Website (our “Services”) to you. Additional terms governing our Services and Website can be found at www.appliedskills.com, and are made in conformity with Qualtrics.com. Please review them carefully before using the Website. If you disagree with these terms of use or any part of these terms of use, please do not register, subscribe or use the Website.

Any materials contained in the Website, including code language, mobile applications, software, text, videos, photographs, images, data analytics, logos, sound files or other materials uploaded, downloaded or appearing on the Website (collectively referred to as “Content“) is subject to these Terms in effect at the time of your use. Any party that accesses, uses, or registers with the Website (such party referred to throughout in the second person “user” “you”, “your”, etc.) agrees to be contractually bound by these Terms. If you are an individual acting as a representative of an organization which wishes to use the Website, Content or Services of MSA4S/AS&K then you represent and agree that you have the authority to accept these Terms on behalf of such an organization.

These Terms of Use may be modified at any time and from time to time; the date of the most recent revisions will appear on this page, so check back periodically. You agree that your use of the Website is subject to the Terms of Use then in effect. Continued access to the Website by you following any modification in the Terms of Use will constitute your acceptance of the Terms of Use as modified.

ABOUT US

MSA4S/AS&K is a web and mobile assessment platform that provides Users with timely and relevant measurement of athletes and team members mental skills.

DEFINITIONS

MSA4S/AS&K is the lead registration processor for athletes’ mental skills assessment.

The term “Site”, means Website

The term, “third party”, means anyone other than a User, Visitor, or MSA4S/AS&K.

The term, “User”, means a registered user of a particular Website within the Website.

The term, “visitor”, means an unregistered user of a particular site within the Website.

As used here, “you” means any User or visitor of the Website, each of which is deemed to have read, understood and agreed to the Terms of Use.

REGISTRATION

You can access many areas of the Website without registering or subscribing but if you wish to access the MSA and your MSA Report, you will be required to register with the Website and create what is referred to herein as a (“User Account”). When you register with the Website we will ask you for certain personal information. Any personal information that you provide to us will be handled in accordance with our Privacy Policy.

If you register with the Website, you may be required to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password, you should notify us by contacting customerservice@MSA4Sports.com immediately. You are responsible for actions undertaken by those using your User Account(s) and password(s). MSA4S/AS&K, in its sole discretion, may suspend or terminate your User Account(s) for any reason without notice, including but not limited to if you or anyone using your User Account(s) or password(s) violates or attempts to violate these Terms of Use.

MSA4S/AS&K does not tolerate spam. Therefore, without limiting the foregoing, you are not licensed to have more than one User Account without MSA4S/AS&K’s express consent. MSA4S/AS&K may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website features, database, Content, including User Content. MSA4S/AS&K may also impose limits on certain features or services or restrict your access to parts or all of the Website without notice or liability. MSA4S/AS&K shall not be liable to you or any third party should we exercise this right to modify or discontinue the Website.

PRIVACY

These Terms of Use incorporate by reference MSA4S/AS&K’s Privacy Policy (“Privacy Policy”), which may be modified from time to time. Accordingly, MSA4S/AS&K’s Privacy Policy also governs your use of the Site. A current version of the Privacy Policy is available https://msa4sports.com/.

You consent to MSA4S/AS&K sending communications to you. You authorize us to provide communications to you by text, email, mobile phone, telephone, mail or any other agreed upon form of communication.

In addition, based on the notification preferences you select within your account, MSA4S/AS&K may send you email and/or text messages to alert you of upcoming events that meet your relevancy criteria (e.g. activity type, age, gender, past participation, geographic distance, etc.). Your mobile carrier may have network congestion or other processing errors that may result in text message delays and/or failures to deliver. MSA4S/AS&K services using text message functions are provided “as is” and MSA4S/AS&K will not be responsible for any delays and/or delivery failures of text messaging.

INTELLECTUAL PROPERTY RIGHTS: COPYRIGHT, TRADEMARK, PATENTS

COPYRIGHTS

All materials contained in the Website, including code language, mobile applications, software, text, videos, photographs, images, data analytics, logos, sound files and other materials (collectively, “Content”), are protected by relevant copyright laws, and may not be reproduced, republished, distributed, transmitted, sold, displayed, broadcast or otherwise exploited in any manner without the express prior written permission of either MSA4S/AS&K or, in the case of content licensed by MSA4S/AS&K from third parties, the express consent of the entity that is credited as the copyright holder of such licensed content. Unauthorized use of Content may violate copyright, trademark and other laws. You have no rights in or to the Content and you may not use the Content except as permitted under these Terms of Use. You may view freely accessible Content from the Website for your personal and non-commercial use only, without altering or removing any trademark, copyright or other notice from Content. If you violate these Terms of Use, your permission to access the Website terminates and you must immediately destroy any copies you have made of the Content and may have legal action taken against you.

All raw data, score assessments, test questions, test forms, reports, formulas, analytics and other related materials contained on the Website or produced as a result of accessing the Website are protected by copyright laws, and are the product of MSA4S/AS&K. It is the position of MSA4S/AS&K that any reproduction of any Website Content, the MSA or other published materials, whether reproduced on paper or electronically (including any reproduction of intake forms, formulas, questions, research, data analyses, or other related materials), constitutes an infringement of the copyright and proprietary rights held by MSA4S/AS&K.

MSA4S/AS&K does not permit infringement of intellectual property rights on the Website. If you believe that any Content on the Website infringes your copyright or other intellectual- property rights, you may notify MSA4S/AS&K by providing the information required by the Online Copyright Infringement Liability Limitation Act section of the Digital Millennium Copyright Act, to MSA4S/AS&K customerservice@MSA4Sports.com or by mail to MSA4S/AS&K, 116 East King Street, Malvern, PA 19355-2516. At a minimum, your correspondence should include the following:

A. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

B. A copy of the copyrighted work that you claim has been infringed, or a description of the copyrighted work, including the URL (i.e., web page address) of the location where the copyrighted work exists;

C. Identification of the URL or other specific location on the Website where the material that you claim is infringing is located;

D. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

E. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

F. Your name, address, telephone number, and e-mail address.

TRADEMARKS

MSA4S/AS&K™, MSA4S/AS&K.com™ are pending trademarks of MSA4S/AS&K. All graphics, logos, page headers, scripts, and trade or service names included in the Website are trademarks or trade dress of MSA4S/AS&K or its third-party content providers. MSA4S/AS&K’s trademarks or trade dress may not be reproduced, republished, distributed, transmitted, displayed, broadcast or otherwise exploited in any form without the express prior written consent of MSA4S/AS&K.

All other trademarks not owned by MSA4S/AS&K that are displayed on the Website are the property of their respective owners and may not be reproduced, republished, distributed, transmitted, displayed, broadcast or otherwise exploited in any form without the express prior written consent of their respective owners.

PATENTS

Patents for the MSA and subsequent Services provided by MSA4S/AS&K are in process and your access to and use of the Website must not encroach upon or otherwise violate MSA4S/AS&K’s patent rights.

LIMITED LICENSE AND ACCESS

MSA4S/AS&K grants you a limited, non-exclusive, non-transferable, non-sub licensable license to access the Website for personal, non-commercial purposes. In no event shall you make any derivative use of the Website, access or manipulate any of the Website for the benefit of a commercial use, utilize data mining, robots, or other data extraction tools against the Website, or attempt to reverse engineer or otherwise deconstruct any Content or feature of the Website. You are expressly prohibited from using hidden text of any kind. MSA4S/AS&K and its third-party content providers (“Third Parties”) reserve all rights not expressly granted to you under this license. Importantly, this license does not include any right of collection, aggregation, copying, or duplication. The license granted to you under this Section shall terminate if you violate these Terms of Use.

PAYMENT TERMS

By registering and accessing the MSA you authorize MSA4S/AS&K and/or its designated payment processor to charge you any applicable fee(s) and store payment information you submit to the Website. MSA4S/AS&K does not generally offer refunds for our Service. MS$S/AS&K may offer refunds for our Services, subject to our discretion.

You agree to pay MSA4S/AS&K any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Your order is an offer to purchase from us. There will be no contract of any kind between you and us for any individual assessment and until we actually take payment from you. At any point up until then, we may decline to supply Services to you without giving any reason.

The prices payable for our services is clearly set out on the Website. If, by mistake, we have underpriced an item, we will not be liable to supply that item to you at the stated price provided that we notify you before we dispatch or make available the item concerned. We may change our fees at any time by posting new fees on our Website.

Payments are made through the Website electronically. When you pay by credit or debit card you consent to us carrying out certain checks which include obtaining authorization from your card issuer to ensure you have adequate funds and for security reasons. You represent and warrant that when you make a payment to MSA4S/AS&K as part of our Service or for our Services that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge we may incur due to such dishonored payment.

MSA4S/AS&K uses Stripe.com (“Stripe”) and PayPal, as one of its payment processing services. By using the Stripe payment processing services you agree to the Stripe Payment Services Agreement available at https://stripe.com/ssa.

You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method, and/or your physical location.

USER CONTENT

MSA4S/AS&K may provide Users an opportunity to transmit information and data through the Website (collectively, “User Content“). All User Content provided to the Website shall provide MSA4S/AS&K with the right to host, share and publish such User Content by MSA4S/AS&K.

Users shall not transmit or post any User Content that: (i) is unlawful, threatening, harassing, abusive, false, inaccurate, deceptive, misleading, offensive, distasteful, inappropriate, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent, invasive of another’s privacy or harmful to minors in any way; (ii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law; (iii) is copyrighted, protected by trade secret, patent, trademark or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit or post the material and to grant MSA4S/AS&K all of the license rights granted herein; (iv) refer derisively to the goods or services of others; (v) includes any disruptive elements that may damage or interfere with the Website such as computer viruses, bots, worms, bombs, or trojan horses; (vi) impersonates another person; (vii) includes any person’s full name or personal or identifying information without that person’s authorization; or (viii) violates the law or otherwise violates these Terms of Use. MSA4S/AS&K does not endorse, support, sanction, encourage, or agree with any of the Content listed above and expressly disclaims any and all liability in connection with such Content.

You understand that all User Content is the sole responsibility of the person who transmits or posts such Content. This means that you, and not MSA4S/AS&K, are entirely and solely responsible for all User Content that you transmit or post and for the consequences of MSA4S/AS&K publishing such User Content. MSA4S/AS&K does not and cannot review the User Content transmitted or posted by Users and is not responsible for such content. However, MSA4S/AS&K shall have the right, but not the obligation, to refuse, delete, move, remove, or edit any User Content that violates these Terms of Use or is otherwise objectionable, as determined by MSA4S/AS&K in MSA4S/AS&K’s sole discretion and without notice. Any specific complaints regarding User Content must be directed to customerservice@MSA4Sports.com, and any promise by MSA4S/AS&K to investigate, delete, remove, or otherwise edit any User Content shall be non-binding unless expressly provided in writing by MSA4S/AS&K.

You further acknowledge and agree that MSA4S/AS&K 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 use of or reliance on any content, events, goods or services available on or through any such Third Party.

WEBSITE PROVIDED AS-IS, AS-AVAILABLE

The materials comprising the Website are provided by MSA4S/AS&K as a service to you on an as-is, as-available basis. While MSA4S/AS&K aims to maintain the Website error-free and safe, you acknowledge that you are using the Site at your own risk.

MSA4S/AS&K assumes no responsibility for any errors or omissions in the Content or other materials comprising the Website, including errors or omissions delivered to you via MSA4S/AS&Kports.com and/or its mobile application. We attempt to make MSA4S/AS&K alerts tailored to the primary audience anticipated to use our Services. While MSA4S/AS&K seeks to provide the most responsive, current, and relevant information to its Users, it cannot commit to precise intervals at which information on the Website will be updated.

No advice or information given by MSA4S/AS&K or any other party on the Website shall create any warranty or liability. Further, MSA4S/AS&K is not responsible for any content transmitted or posted to the Website by a third party. Any such content does not necessarily represent the opinions, beliefs, or positions of MSA4S/AS&K.

MSA4S/AS&K periodically schedules system downtime for maintenance and other purposes. Unplanned outages also may occur. MSA4S/AS&K shall have no liability for the resulting unavailability of the Website or for any loss of data or transactions caused by planned or unplanned system outages, or any outages of webhost providers.

MSA4S/AS&K is not responsible for, and does not control, any third-party content or advertisements that are posted on the Website, nor does it take any responsibility for the goods or services provided by its advertisers.

Although MSA4S/AS&K provides rules against objectionable content, MSA4S/AS&K does not control and is not responsible for what Users post on or through MSA4S/AS&K and its web and mobile application. Accordingly, you agree MSA4S/AS&K shall not be responsible for any offensive, obscene, unlawful, infringing, false, spam, or otherwise objectionable material you may encounter in connection with your use of MSA4S/AS&Kports.com and/or its mobile application. In such an event, you may notify us at customerservice@MSA4Sports.com or use the “Report Abuse” link associated with (the event and not related to MSA) we will take action to remove any material that violates these Terms of Use.

USER COVENANTS

By accessing, using or registering with the Website and accessing our Services, you represent, warrant and irrevocably covenant that: Your decision to enter into this agreement and your use of the Website will not violate any applicable law, regulation, or ordinance. Your use of the Website will not infringe the rights of any third parties. You will at all times supply truthful and accurate information to us and you will not misrepresent yourself to the public through your use of the Website. You will never use the Website, or any Services we provide to you, in a manner that violates the law or the legal rights of a third party. You are at least 13 years of age if you are using the Website and have the consent of a parent or legal guardian if you are under 18 years of age.

You grant MSA4S/AS&K a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your User Content, specifically including but not limited to the all aggregate data collected by MSA4S/AS&K as otherwise permitted by the MSA4S/AS&K privacy policies. This license for such purposes continues even after you stop using the Website and our Services, and with respect to aggregate and de-identified data derived from your User Content and any residual backup copies of your information and User Content made in the ordinary course of MSA4S/AS&K’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide MSA4S/AS&K with feedback about the Services, we may use your feedback without any obligation to you. The license you grant us under this Section shall be effective for an unlimited duration commencing upon the date we receive written notice of revocation of this license from you. Such notice should be sent to customerservice@msa4sports.com.

You understand that your User Content is your sole responsibility irrespective of whether you post User Content directly to the Website or if MSA4S/AS&K incorporates it for you. None of the warranties and representation you make in these Terms of Use are void or voidable by operation of the fact that MSA4S/AS&K, on your behalf, posts, transmits, or otherwise incorporates your User Content on the Website, MSA4S/AS&Kports.com, and/or the MSA4S/AS&K mobile application. This means that you, and not MSA4S/AS&K, are entirely and solely responsible for your User Content that is part of the Website and/or promoted on MSA4S/AS&K and its mobile application.

You acknowledge and agree that your use and access to the Website will be deemed acceptance of all prior charges, fees, collections, and/or remittances of any kind or nature associated with your relationship with us (“Payment Obligations”).

DATA TRANSMITTAL

Each User and visitor acknowledges and agrees that, regardless of such User’s and visitor’s physical location, MSA4S/AS&K may store and process any data transmitted to the Website from such User or visitor at locations both within and outside of the United States.

COOKIES

Like many website operators, we sometimes make use of browser “cookies.” A “cookie” is a small piece of information that we use to assign each visitor’s computer a unique, random numerical identification code that resides in a designated file on your computer. Our cookies do not automatically collect personally identifying information. We may use information collected from cookies to recognize your browser when you visit the Website, to facilitate easy login, to attempt to personalize the Website for each user, to ensure that your browser does or does not see the same ad over and over again, to sequence ads and offers in a series and to track page usage and paths, to help serve advertisements, or to facilitate your ability to navigate the Website. We may link the cookie to personally identifying information you submit or other information we collect. Separately, third party companies that serve advertisements on the Website may use cookies and other tracking information to collect information about your visits to the Website and other websites.

HYPERLINKING

THE WEBSITE DOES PROVIDE A LINK TO OTHER WEBSITES BY ALLOWING YOU TO LEAVE THE WEBSITE TO ACCESS THIRD-PARTY MATERIAL TO ACCESS AND PARTICIPATE IN TAKING THE MSA OR BY BRINGING THE THIRD-PARTY MATERIAL INTO THE SITE VIA “INVERSE” HYPERLINKS AND FRAMING TECHNOLOGY (A “LINKED SITE”). MSA4S/AS&K HAS NO DISCRETION TO ALTER, UPDATE, OR CONTROL THE CONTENT ON A LINKED SITE. THE FACT THAT MSA4S/AS&K HAS PROVIDED A LINK TO A LINKED SITE IS NOT AN ENDORSEMENT, AUTHORIZATION, SPONSORSHIP, OR AFFILIATION WITH RESPECT TO SUCH LINKED SITE, ITS OWNERS, OR ITS PROVIDERS.

THERE ARE INHERENT RISKS IN RELYING UPON, USING, OR RETRIEVING ANY INFORMATION FOUND ON THE INTERNET, AND MSA4S/AS&K URGES YOU TO MAKE SURE YOU UNDERSTAND THESE RISKS BEFORE RELYING UPON, USING, OR RETRIEVING ANY SUCH INFORMATION ON A LINKED SITE. MSA4S/AS&K PERMITS USERS TO ADD HYPERTEXT LINKS TO THE SITE PROVIDED THE CONTENT OF SUCH LINKED SITE COMPLIES WITH THESE TERMS OF USE. MSA4S/AS&K, HOWEVER, RESERVES THE RIGHT TO DISABLE AND REMOVE ANY SUCH LINKS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT AVAILABLE ON ANY OTHER INTERNET SITES LINKED TO THE SITE (INCLUDING ALL LINKED SITES). MSA4S/AS&K PROHIBITS THE FRAMING OF ANY CONTENT AVAILABLE THROUGH THE SITE. ACCESS TO ANY OTHER INTERNET SITES LINKED TO THE SITE (INCLUDING ALL LINKED SITES) IS AT THE USER’S OWN RISK. YOU SHOULD BE AWARE THAT LINKED SITES MAY CONTAIN RULES AND REGULATIONS, PRIVACY PROVISIONS, CONFIDENTIALITY PROVISIONS, TRANSMISSION OF PERSONAL DATA PROVISIONS AND OTHER PROVISIONS THAT DIFFER FROM THE PROVISIONS PROVIDED ON THE SITE. NEITHER MSA4S/AS&K, NOR ITS PARENT COMPANY OR AFFILIATES IS RESPONSIBLE FOR SUCH PROVISIONS AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO SUCH PROVISIONS.

WARRANTIES AND DISCLAIMERS

MSA4S/AS&K MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MSA4S/AS&K MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CORRECTNESS, ACCURACY, COMPLETENESS, TIMELINESS, AND RELIABILITY OF THE SITE, ITS TEXT, IMAGES, GRAPHICS, LINKS TO OTHER SITES AND ANY OTHER ITEMS ON THE SITE OR ACCESSED VIA THE SITE, OR THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES SHALL MSA4S/AS&K, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOST REVENUES, LOST PROFITS, OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH THIS SITE, THE MATERIALS CONTAINED HEREIN, OR THE INTERNET GENERALLY. THESE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MSA4S/AS&K AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

EACH USER ACKNOWLEDGES AND AGREES THAT: (i) NEITHER THE SITE NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S PASSWORD THAT OCCURS BEFORE SUCH USER HAS NOTIFIED US OF POSSIBLE UNAUTHORIZED USE OF SUCH PASSWORD AND MSA4S/AS&K HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE; AND (ii) THE UNAUTHORIZED USE OF YOUR USER NAME AND PASSWORD COULD CAUSE YOU TO INCUR LIABILITY TO BOTH THE SITE AND OTHER USERS AND/OR VISITORS.

Although MSA4S/AS&K provides rules against objectionable content, MSA4S/AS&K does not control and is not responsible for what Users post on or through MSA4S/AS&Kports.com and its mobile application. Accordingly, you agree MSA4S/AS&K shall not be responsible for any offensive, obscene, unlawful, infringing, false, spam, or otherwise objectionable material you may encounter in connection with your use of MSA4S/AS&K and/or its mobile application. In such an event, you may notify us or use the “Report Abuse” link associated with the event and we will take action to remove any material that violates these Terms of Use.

MSA4S/AS&K makes no claims or representations in relation to the emotional, health or commercial benefits of using our Services and the information provided on the Website is no substitute for professional medical or psychiatric advice where applicable.

GENERAL RELEASE

MSA4S/AS&K HEREBY DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LIABILITY FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OUR INDIRECT DAMAGES, IN CONNECTION WITH THE PRODUCTS OR SERVICES PROVIDED BY MSA4S/AS&K, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY, LOSS, ACCIDENT, DELAY OR IRREGULARITY WHICH MAY BE INCURRED THROUGH THE FAULT, NEGLIGENT OR OTHERWISE, OF SUCH EVENT OPERATOR AND YOU HEREBY EXONERATE AND FOREVER RELEASE MSA4S/AS&K FROM ANY LIABILITY WITH RESPECT TO THE SAME. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION ASSOCIATED WITH AN EVENT), YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE MSA4S/AS&K AND ITS RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED TO YOUR USE OF THE WEBSITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

INDEMNITY

YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD MSA4S/AS&K AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY MSA4S/AS&K IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION), ANY CONTENT POSTED BY YOU TO THE WEBSITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. MSA4S/AS&K RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.

NOTICES

Except as explicitly stated otherwise, any notices shall be given (in the case of you contacting MSA4S/AS&K by email or by postal mail to:

Turning Point Group, LLC
Attn: Scott Carroll
116 East King Street,
Malvern, PA 19355-2516.

If MSA4S/AS&K needs to send you notice, MSA4S/AS&K may send such notice to the email address you provide to MSA4S/AS&K during the registration process. Notice shall be deemed given upon receipt or 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, MSA4S/AS&K may give you notice by certified mail, postage prepaid and return receipt requested, to any address provided to MSA4S/AS&K during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

ENTIRE AGREEMENT

These Terms of Use shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of these Terms of Use shall not be binding upon either party except to the extent incorporated in these Terms of Use. No amendment, waiver or consent may affect the rights or obligations of either party under these Terms of Use unless it is in writing and signed by MSA4S/AS&K.

These Terms of Use do not confer any third-party beneficiary rights. If any provision of these Terms of Use is determined to be invalid, illegal, or unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any provision of these Terms of Use, such failure will not constitute a waiver of that provision or any others.

SEVERABILITY

The invalidity of any portion of these Terms of Use will not and shall not be deemed to affect the validity of any other provision. If any provision of these Terms of Use is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

NO WAIVER

The failure of MSA4S/AS&K to insist upon the performance of any of the terms of these Terms of Use, or the waiver of any breach of any of the terms of these Terms of Use, shall not be construed as subsequently waiving any such Terms of Use, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

FORUM SELECTION- DISPUTE RESOLUTION

Any dispute between you and us under these Terms of Use or arising out of or relating to your use of the Website, shall be required to be resolved exclusively in the state court located in New Castle County, Delaware. You agree to submit to the personal jurisdiction of this court if litigation of the dispute is required. You acknowledge and agree that you will not seek to litigate any claims against MSA4S/AS&K or its affiliates on a class action or representative party basis and that you shall pursue such claims solely on an individual basis. You and MSA4S/AS&K agree that any cause of action arising out of or related to the Website must commence within one (1) year after the event giving rise to the claim began; otherwise, such cause of action is permanently barred. The section titles in the Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. In the event you pursue a legal claim against us, and if we are the prevailing party as determined by the Court, then we shall be entitled to an award of our attorney’s fees and litigation expenses.

As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING WITHOUT LIMITATION ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.

PARTY REFERENCE

In these Terms of Use, any reference to a party includes that party’s heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

TERMINATION

We shall not be liable to you or any third party for termination of the Website or your account with us. Should you object to any Terms of Use of the Website or any subsequent modifications thereto or become dissatisfied with the Website, our fees, or any other aspect of this agreement in any way, your only recourse is to immediately discontinue use of the Website.

If your license terminates for any reason, your access to and use of the Website shall terminate. You will be entitled to retain the User Content you posted to the Website. Your obligation to pay MSA4S/AS&K for all accrued “Payment Obligations” shall survive the termination. If MSA4S/AS&K is paid in full, MSA4S/AS&K will permit you to transfer the Website domain name (i.e. URL) into your name. All other aspects of the Website shall remain the exclusive property of MSA4S/AS&K or its third-party content providers.

SUCCESSORS AND ASSIGNS

All rights and obligations of MSA4S/AS&K under these Terms of Use are freely assignable and/or delegable by MSA4S/AS&K in connection with a merger, acquisition, sale of assets, by operation of law, or any other form of assignment, delegation, or succession. Your rights and obligations under these Terms of Use may not be assigned, delegated, transferred, shared, or divided in whole or in part, without the prior written consent of MSA4S/AS&K.

NO PARTNERSHIP CREATED

You acknowledge that nothing in this agreement creates a partnership, joint venture or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

SURVIVAL

These Terms and Conditions will remain in full force and effect while you use the MSA4S/AS&K Services. Those terms that can continue to operate after you stop using the MSA4S/AS&K Service (including without limitation your Content license to MSA4S/AS&K), will survive after you stop using the MSA4S/AS&K Service.