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Terms of Use

Last Modified: 7/19/2025

This Terms of Use (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and HoopsBI, LLC, a Wyoming limited liability company (Provider," "we," or "us"). This Agreement governs your access to and use of the Services. 

THIS AGREEMENT BECOMES EFFECTIVE WHEN YOU CHECK THE ACCEPTANCE BOX AND CLICK THE ["I ACCEPT"] BUTTON DURING SIGN‑UP (THE “EFFECTIVE DATE”). BY DOING SO, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, INCLUDING ANY SUBSCRIPTION, BILLING, AND RENEWAL TERMS DESCRIBED HEREIN. A LINK TO THESE TERMS OF USE IS ALWAYS AVAILABLE IN THE WEBSITE FOOTER, WHETHER OR NOT YOU ARE LOGGED IN, AND IS ALSO DISPLAYED AT THE POINT OF ACCEPTANCE. BY CHECKING THE BOX AND CLICKING THE ["I ACCEPT"] BUTTON, OR BY ACCESSING OR USING THE SERVICES AFTER ACCEPTANCE, YOU:

(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;

(B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ACTING ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND

(C) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.

  1. Definitions. 

    1. "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

    2. "Services" Provider’s subscription‑based analytics platform, which aggregates player, agent, and club data derived from Provider’s proprietary surveys and other sources and provides interactive dashboards, proprietary ranking algorithms, and analytics models; and offers customizable reporting features that allow users to generate, export, and share tailored reports based on the data and insights provided by Provider.

    3. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services. Customer Data does not include Market Aggregated Statistics or Provider IP.

    4. "Usage Statistics" means data and information related to Customer’s use of the Services (for example, login frequency, feature usage counts, form submission volumes), that is complied and used by Provider in an anonymized and aggregated manner, including to compile statistical and performance information related to the provision and operation of the Services. Provider may use Usage Statistics for research, marketing, and model training purposes.


  1. “Market Aggregated Statistics” means data, metrics, and insights derived from Provider’s proprietary surveys, interviews, or submitted content—including survey data contributed by third parties or external participants compiled and analyzed by Provider in an aggregated and anonymized format. These statistics may include, for example, player performance indicators, agent engagement trends, or team-selection preferences, and are used for research, benchmarking, analytics modeling, and reporting purposes. From time to time, certain third-party contributors or survey participants may be eligible to receive compensation, profit participation, or other financial consideration in connection with the use of their anonymized data. Market Aggregated Statistics do not identify, and cannot reasonably be used to identify, any individual customer, end-user, or participant. To the extent such survey data is collected outside the Platform, all related consent and disclosure obligations are provided to participants at the time of data collection.

  2. "Documentation" means Provider's [user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://youtu.be/-kKhDkwslqM.

  3. "Provider IP" means all intellectual property (including derived analytics and scoring models, proprietary datasets, and benchmarking tools) developed by Provider and made available through the Services, excluding Customer Data.

  4. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

  1. Access and Use.

    1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other/the terms and conditions of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Provider shall provide you the necessary passwords and access credentials to allow you to access the Services. 

    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

    3. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) scrape, extract, or mine data from aggregated league-wide dashboards or analytics reports  (v) remove any proprietary notices from the Services or Documentation; (vi) use the Services to develop a competing offering; (vii) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. 

    4. Usage Statistics. Notwithstanding anything to the contrary in this Agreement, )  Provider may monitor Customer's use of the Services and collect Usage Statistics (as defined in Section 1(d)).  All right, title, and interest in Usage Statistics, and all intellectual property rights therein, belong solely to Provider.  Provider may make Usage Statistics publicly available and use them as permitted by applicable law, provided that Usage Statistics do not identify Customer or Customer’s Confidential Information. You acknowledge that Provider may compile Usage Statistics based on Customer Data input into the Services. You agree that Provider may (i) make Usage Statistics publicly available in compliance with applicable law, and (ii) use Usage Statistics to the extent and in the manner permitted under applicable law; provided that such Usage Statistics do not identify Customer or Customer's Confidential Information.

    5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.

    6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

  2. Customer Responsibilities.

    1. Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider's acceptable use policy ("AUP") located at https://hoopsbi.com/acceptable-use-policy, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.hoopsbi.com from time to time, including the AUP.

    2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. 

    3. Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to you[, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Usage Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

    4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

    5. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

  3. Service Levels and Support.

    1. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels available.

    2. Support Provider shall offer email-based support with a 48-hour response target. Inaccurate or disputed data may be flagged and reviewed through the Support channel.


  1. Fees and Payment. Customer shall pay Provider the fees as set forth in the applicable order form or as described on https://hoopsbi.com/pricing (the “Fees”). Customer may elect, at the time of purchase and subject to Provider’s acceptance, to be billed on either a quarterly or annual basis for each subscription tier.  The current subscription tiers and billing options are:

Free Tier: $0 (no charge; quarterly or annual billing not applicable)

Standard Tier: $99 per quarter or $199 per year

Premium Tier: $199 per quarter or $299 per year

All invoiced amounts are due and payable within thirty (30) days of the invoice date, without offset or deduction. Any changes to Fees or billing frequency will be effective only upon Provider’s written confirmation. All Fees are non‑refundable, and early termination of service does not entitle Customer to a refund for the remainder of the billing period. If Customer fails to pay any undisputed invoice when due, Provider may suspend access to the Services in accordance with Section 2(g) and charge interest on the unpaid balance at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for all taxes (other than Provider’s income taxes) associated with the Fees and (iii) if such failure continues for (30) days or more, Provider may suspend, in accordance with Section 2(g), Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

  1. Confidential Information. From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information[, whether orally or in written, electronic, or other form or media/in written or electronic form or media,] [that is/[and] whether or not] marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees[, agents, or subcontractors] who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder [and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement]. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 

  2. Privacy Policy. Provider complies with its privacy policy, available at https://hoopsbi.com/privacy-policy  ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

  3. EU Users and Data Processing Addendum.

    1. Definitions for the purposes of this Section 8:

“EU Personal Data” means any Personal Data (as defined below) relating to an identified or identifiable natural person who is located in the European Economic Area  at the time of collection or processing.

“Personal Data” means any information relating to an identified or identifiable natural person, including but not limited to name, email address, telephone number, IP address, or any other information defined as personal data or personal information under applicable Data Protection Laws.

“Data Protection Laws” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (GDPR) and related national laws.

  1. Applicability. This Section 8 and the Data Processing Addendum attached as Exhibit A apply only to Provider’s processing of EU Personal Data on behalf of Customer in connection with the Services. For all other Personal Data, the Privacy Policy governs

  2. Controller/Processor Relationship. As between the parties, Customer is the data controller and Provider is the data processor (or equivalent roles) with respect to any EU Personal Data processed under this Agreement.

  3. Data Processing Addendum. (i) If Provider processes any EU Personal Data, Customer and Provider shall execute the Data Processing Addendum in Exhibit A, which is incorporated by reference and forms an integral part of this Agreement.
    (ii) In the event of any conflict between this Agreement and Exhibit A regarding the processing of EU Personal Data, Exhibit A shall prevail located here     https://hoopsbi.com/data-processing-addendum 

  4. EU‑Only Consent Workflow. Provider may require users who access the Services from within the EU to click “I Agree” to Exhibit A as a condition of service activation.

  1. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services This includes any Player Market Reports, Team Fit Scores, or ranking outputs generated by the platform and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  2. No Warranty and Disclaimers

    1. Disclaimers Regarding Customer Data and Market Aggregated Statistics. Customer acknowledges and agrees that the Services rely in part on data, content, and information submitted by users of the platform (“User‑Reported Data”), including interview responses, survey inputs, scouting notes, and other materials provided through the “Share Your Experience” feature or similar functionality. Provider does not independently verify the accuracy, completeness, reliability, or timeliness of any User‑Reported Data Provider further compiles certain data into anonymized and aggregated formats (“Market Aggregated Statistics”) for the purpose of generating platform insights, benchmarks, and trend analyses. While Provider employs commercially reasonable processes and technologies to aggregate and anonymize such data, Provider makes no representations or warranties express or implied regarding the accuracy, completeness, or fitness for any particular purpose of any User‑Reported Data or Market Aggregated Statistics. ALL USER‑REPORTED DATA AND AGGREGATED STATISTICS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ERRORS, OMISSIONS, OR INACCURACIES THEREIN. CUSTOMER AGREES THAT ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON USER‑REPORTED DATA OR AGGREGATED STATISTICS ARE AT CUSTOMER’S SOLE RISK. PROVIDER SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF OR RELIANCE UPON USER‑REPORTED DATA OR AGGREGATED STATISTICS.

    2. “As-Is” Services and Without Warranty. THE SERVICES ARE PROVIDED “AS IS.” PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANALYTICS, PROJECTIONS, OR RANKINGS. THESE ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS GUARANTEES OF PLAYER PERFORMANCE OR VALUE. THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 


  1. Indemnification. 

    1. Provider Indemnification. 

      1. Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including [reasonable] attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's [US intellectual property rights/US patents, copyrights, or trade secrets], provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

      2. If such a Third-Party Claim is made or [Provider/either party] [reasonably] anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 10(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. 

      3. This Section 10(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.

    2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim [(i)] that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's [US] intellectual property rights[; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement]; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

  2. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM [OR $[AMOUNT], WHICHEVER IS [GREATER/LESS]]. [The exclusions and limitations in this Section 11 do not apply to the parties' obligations under 10.]  

  3. Term and Termination. 

    1. Term. The term of this Agreement begins on the Effective Date and continues until terminated. [Services that are specified to automatically renew will renew for up to [ninety (90)/NUMBER days or additional successive [one(1)/NUMBER-year term[s] unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 14 days prior to the expiration of the then-current services period.

    2. Termination. In addition to any other express termination right set forth in this Agreement:

      1. Provider may terminate this Agreement for any reason upon [thirty (30)/[NUMBER]] days' advance notice. [You may terminate this Agreement for any reason [upon [sixty (60)/[NUMBER]] days' advance notice/[OTHER CUSTOMER REQUIREMENT TO TERMINATE FOR CONVENIENCE].]

      2. Either party may terminate this Agreement, effective on written notice to the other party, if the other party [materially] breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured [30/[NUMBER]] days after the non-breaching party provides the breaching party with written notice of such breach.

      3. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

    3. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. 

    4. Survival. This Section 12(d), Sections 5, 6, 10, 11, 14, 15, 16, and 17, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination [or expiration] of this Agreement, will survive any such termination [or expiration].

  4. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement [from time to time], and that modified terms become effective on posting. You will be notified of modifications through [notifications or posts on [URL]/direct email communication from us]. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least [60/[NUMBER]] days' advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services. 

  5. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Wyoming, without regard to any choice or conflict of law principles that would require the application of the laws of another jurisdiction. Except as otherwise expressly provided in this Agreement (including with respect to injunctive or equitable relief), any legal suit, action, or proceeding arising out of or relating to this Agreement or the rights granted hereunder shall be brought exclusively in the federal or state courts located in Laramie County, Wyoming, and each party irrevocably submits to the personal jurisdiction and venue of such courts for the purpose of any such proceeding. If you are a consumer located outside the United States, you acknowledge and agree that you are voluntarily accessing and using the Platform from a U.S.-based provider, and that this Agreement is subject to U.S. law and jurisdiction, as set forth above. Notwithstanding the foregoing, if mandatory consumer protection laws in your country of residence provide you with additional rights, those rights shall not be waived. 

Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at  30 N Gould St Ste N Sheridan, WY 82801  and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.