Terms of Use

VIEWER TERMS OF USE
*****Last Updated: October 1, 2021

These terms of use (the “Terms of Use”) are a legal agreement between Viewers
and Visitors and Key Holdings, Inc. (“Key,” “we,” “us,” or “our”). These Terms of
Use specify the terms under which you may access and use the Services. By
accessing or using our Services, or otherwise manifesting your assent to these
Terms of Use, you acknowledge that you have read, understood, and agree to be
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 Services. Talent’s access to, and usage of, our
Services is government by our Talent Agreement and Privacy Policy and not by
these Terms of Use.

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.

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

  1. DESCRIPTION OF VIDEOS; RESTRICTIONS
    a. Videos. The Platform enables Talent to transmit content through the Platform,
    which can be watched by Viewers who register with the Platform. The Platform also
    allows Viewers to send Talent DM Communications (defined below), which Talent
    may choose to respond to by sending a DM Video to the Viewer. Viewer will
    determine the fee the Viewer is willing to pay to receive a DM Video, which Viewer
    will designate in the DM Communication. Talent is not obligated to respond to any
    DM Communications. Key has the right to remove any DM Communications
    submitted through the Platform in its sole and absolute discretion.
    b. Restrictions. The Services are available only for individuals aged 16 years or
    older. If you are 16 or older, but under the age of majority in your jurisdiction, you
    should review this Agreement with your parent or guardian to make sure that you
    and your parent or guardian understand it. If you are under the age of 16, you may
    use the Services only with the consent of your parent or guardian.
    We reserve the right, in our sole and absolute discretion, to deny you access to the
    Services, or any portion of the Services, without notice and without reason.

  2. PLATFORM ACCOUNT
    If you wish to access and use the Platform to view content or send DM
    Communications to Talent, you must register with us. If you elect to register with
    us, you may log in to the Platform using a third-party login provider (e.g.,
    Facebook, Instagram, or Twitter). If you do not wish to log in using these third-
    party access credentials, you will be prompted to create an account, which
    includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps
    certain additional information that will assist us in authenticating your identity
    when you log in in the future (“Unique Identifiers”). 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 user. You are solely
    responsible for the confidentiality and use of your Sign-In Name, Password, and
    Unique Identifiers, as well as for any use, misuse, or communications entered
    through the Services using one or more of them. 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 and shall have no liability to
    you for any loss or damage caused by such action. Key is under no obligation to
    accept any individual or entity as an account holder, and may accept or reject any
    registrations in our sole and complete discretion. We will not be liable for any loss
    or damage caused by any unauthorized use of your account.

  3. COMMUNITY GUIDELINES
    Key’s community, like any community, functions best when its users follow a few
    simple rules. By accessing the Services, you agree to comply with these community
    guidelines (the “Community Guidelines”) and that:
    • You will not upload, post, e-mail, transmit, or otherwise make available any DM
    Communications that:
    o infringe any copyright, trademark, right of publicity, or other proprietary rights
    of any person or entity; or
    o are 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
    o disclose 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 use the Services to stalk or harass Talent or any other person;
    You will comply with all applicable laws in your use of the Services and will
    not use the
    Services for any unlawful purpose;
    You will not access or use the Services 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 Services through the use of any virus, device, information collection or
    transmission mechanism, software or routine, or access or attempt to gain
    access to any Content (as defined below), data, files, or passwords related to
    the Services through hacking, password or data mining, or any other means;
    You will not decompile, reverse engineer, or disassemble any software or
    other products or processes accessible through the Services;
    You will not cover, obscure, block, or in any way interfere with any
    advertisements and/or safety features on the Services;
    You will not circumvent, remove, alter, deactivate, degrade, or thwart any of
    the Content protections in the Services;
    You will not use any robot, spider, scraper, or other automated means to
    access the Services 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 public portions of the
    Services 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;
    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; and
    If you find something that violates our Community Guidelines, please let us
    know, and we’ll review it.

  4. INTELLECTUAL PROPERTY
    The Services contains material, such as videos, photographs, software, text,
    graphics, images, sound recordings, and other material provided by or on behalf of
    Key (collectively referred to as the “Content”). The Content may be owned by us or
    third parties, including Talent. The Content is protected under both United States
    and foreign laws. Unauthorized use of the Content may violate copyright,
    trademark, and other laws.

Subject to the next paragraph, you may view all Content for your own personal,
non-commercial use, and no other use is permitted without the prior written
consent of Key. Key and its licensors retain all right, title, and interest, including
all intellectual property rights, in and to the Content. You must retain all copyright
and other proprietary notices contained in the original Content. Subject to the next
paragraph, 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. We reserve the right to remove Content from our Services at any time for
any reason without any notice to you.

Notwithstanding the above, any Viewer who has paid the applicable fee for a DM
Video is hereby granted a non-exclusive, royalty-free, worldwide, revocable license
to use, reproduce, distribute, and publicly display such DM Video in any and all
media, whether now known or hereafter invented, for non-commercial purposes,
including posting the DM Video on the Viewer’s social media accounts or sending
it to friends or family for their personal, non-commercial use.. DM Videos are
licensed and are not sold. You may not sell, re-sell, or encumber your rights in any
DM Video. You may use a DM Video only in accordance with these Terms of Use,
including the acceptable use restrictions in the Community Guidelines. We may
terminate all or part of the foregoing licenses at any time for any reason.
If you violate any part of this Agreement, your permission to access the Content
and the Services automatically terminates and you must immediately destroy any
copies you have made of the Content.

The trademarks, service marks, and logos of Key (the “Key Trademarks”) used and
displayed on the Services are registered and unregistered trademarks or service
marks of Key. Other company, product, and service names located on the Services
may be trademarks or service marks owned by others (the “Third-Party
Trademarks,” and, collectively with Key Trademarks, the “Trademarks”). Nothing
on the Services 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 Key Trademarks
inures to our benefit.

Elements of the Services 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.

  1. DM COMMUNICATIONS; LICENSES
    The Platform may provide Viewer the ability to send messages (video, text, or
    otherwise) directly to Talent (“DM Communications”), which Talent may choose to
    respond to through a DM Video. Each time a Viewer sends a DM Communication to
    Talent, Viewer expressly authorizes Key to make such DM Communication
    available to the respective Talent. VIEWER, AND NOT KEY, IS ENTIRELY
    RESPONSIBLE FOR ALL DM COMMUNICATIONS THAT VIEWER UPLOADS,
    POSTS, E-MAILS, OR OTHERWISE TRANSMITS VIA THE PLATFORM.
    You retain all copyrights and other intellectual property rights in and to your own
    DM Communications. You do, however, hereby grant us and our sublicensees an
    irrevocable license to copy, transmit, format, distribute, and otherwise use your
    DM Communications and all intellectual property and moral rights therein
    throughout the universe, in each case, by or in any means, methods, media, or
    technology now known or hereafter devised, for the purpose of providing the
    Services.

If you submit DM Communications to us, each such submission constitutes a
representation and warranty to Key that such DM Communications is your original
creation (or that you otherwise have the right to provide the DM Communications),
that you have the rights necessary to grant the license to the DM Communications
under the prior paragraph, and that it and its use by Key and its content partners
as permitted by this Agreement do not and will not 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.

  1. PURCHASE TERMS
    a. Purchases. Viewers may pay a fee for content they wish to access. Fees for each
    Purchase will be specified on the Talent’s page on the Platform at the time you
    make your request. Additionally, to send DM Communications to Talent, Viewer
    must propose a fee in the DM Communication, which Talent may accept or decline.
    If Talent accepts the proposed fee, Viewer will pay such amount as set forth in
    Section 6.2 (a “DM Purchase,” and together with a Purchase, a “Purchase”).
    Viewer agrees to pay all amounts due in accordance with the payment terms in
    effect when Viewer makes a Purchase. Key reserves the right to refuse service to
    any Viewer or cancel a Purchase for any reason. Verification of information may be
    required prior to the acceptance of a Purchase. Prices for Purchases are subject to
    change without notice. Viewer agrees that by making a Purchase, Viewer is
    entering into a binding contract and agrees to pay all charges that may be incurred
    by Viewer or on Viewer’s behalf through the Platform, at the price(s) in effect
    when such charges are incurred.

b. Payment. Where applicable, Viewers shall pay all Purchase prices, taxes, and
other fees in connection with a Purchase in the manner specified on the Platform.
Payment is due immediately upon making a Purchase. For each DM Purchase,
payment will be due only if Talent responds to the DM Communication with a DM
Video; if Talent declines to respond to the DM Communication, Viewer will not be
charged. By making a Purchase, Viewer is agreeing to pay Key, through our third-
party payment vendor, Stripe (“Payment Processor”), all charges at the prices then
in effect for such Purchase in accordance with the applicable payment terms. If
Viewer has a card or
other payment method on file on the Platform, by placing an order with us, Viewer
is authorizing us, through our Payment Processor, to charge such account for the
Purchase amount. By making a Purchase, you agree to Stripe’s terms and
conditions and privacy policy, which are available at https://stripe.com/legal and
https://stripe.com/us/privacy, respectively. VIEWERS MUST PROVIDE CURRENT,
COMPLETE, AND ACCURATE INFORMATION FOR THEIR ACCOUNTS, AND
PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT
INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE
IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION
DATE). FURTHER, VIEWER MUST PROMPTLY NOTIFY US IF A PAYMENT
METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF VIEWER BECOMES
AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE
UNAUTHORIZED DISCLOSURE OR USE OF VIEWER’S USER NAME OR
PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT VIEWER’S
ACCOUNT PAGE.

  1. 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.

  2. NO WARRANTIES; LIMITATION OF LIABILITY
    THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS
    AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT
    THE SERVICES OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE
    SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER
    VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
    WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
    WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD
    PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY
    WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF
    PERFORMANCE, OR USAGE OF TRADE.
    IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT
    CLAIMS: (I) WE AND OUR LICENSORS 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 SERVICES OR THE
    CONTENT, 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 SERVICES OR THE CONTENT SHALL BE
    LIMITED TO THE GREATER OF (I) MONIES YOU HAVE PAID US IN
    CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE (12)
    MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE
    CLAIM, OR (II) FIFTY US DOLLARS ($50).
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
    WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON
    WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
    NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE
    STATUTORY RIGHTS THAT APPLY TO YOU.
    YOU ACKNOWLEDGE AND AGREE THAT VIEWING AND/OR DOWNLOADING
    CONTENT AND/OR VIDEOS THROUGH THE SERVICES IS DONE AT YOUR OWN
    RISK. WE DO NOT ENDORSE THE MESSAGES IN ANY VIDEOS PROVIDED
    THROUGH THE PLATFORM UNLESS EXPRESSLY STATED OTHERWISE. NO
    ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
    FROM US OR THROUGH OUR SERVICES, INCLUDING THROUGH A VIDEO,
    WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE BY US.
    THE AVAILABILITY OF CONTENT TO WATCH WILL CHANGE FROM TIME TO
    TIME. THE QUALITY OF THE DISPLAY OF THE STREAMING CONTENT MAY
    VARY FROM DEVICE TO DEVICE AND MAY BE AFFECTED BY A VARIETY OF
    FACTORS, SUCH AS YOUR LOCATION AND THE BANDWIDTH AVAILABLE
    THROUGH AND/OR SPEED OF YOUR INTERNET CONNECTION. PLEASE CHECK
    WITH YOUR INTERNET PROVIDER AND/OR WIRELESS CARRIER FOR
    INFORMATION ON POSSIBLE DATA USAGE CHARGES. YOU ARE SOLELY
    RESPONSIBLE FOR PROCURING AN INTERNET AND/OR WIRELESS
    CONNECTION AND FOR ALL CHARGES YOU INCUR IN CONNECTION
    THEREWITH. KEY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT
    THE QUALITY OF YOUR WATCHING EXPERIENCE ON YOUR DISPLAY.
    THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR
    TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY
    APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH
    TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. THE
    SERVICES MAY CONTAIN INFORMATION ON CERTAIN CONTENT NOT ALL OF
    WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A TITLE OR
    PARTICULAR PIECE OF CONTENT ON THE SERVICES DOES NOT IMPLY THAT
    SUCH TITLE OR CONTENT IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE
    RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR
    IMPROVEMENTS TO THE SERVICES AND/OR ADD OR REMOVE CONTENT AT
    ANY TIME WITHOUT NOTICE.

  3. EXTERNAL SITES; ADVERTISEMENTS; CHARITIES
    a. External Sites. The Services 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.

b. Advertisements. We are not responsible for, and make no representations
regarding: (i) the advertisements or any other third-party material posted on the
Services or any of our social media pages; or (ii) the products or services provided
by advertisers. Any dealings or interactions you have with advertisers,
advertisements, other third parties, or other third-party materials while using the
Services are between you and the advertiser or other third party, and you agree
that Key is not liable for any loss or claim that you may have against such parties.

c. Charities. From time to time, Talent may identify a charitable entity (“Charity”)
on their page, or a Charity may be associated with Talent elsewhere on our
Services. For example, Talent may indicate on their page that all or a portion of
Talent’s revenue from Videos will be given to the Charity. All such arrangements
are made strictly between the Talent and the Charity. Key is not a sponsor of, and
does not endorse, the Charity and is not a commercial co-venturer with respect to
such arrangements (unless otherwise expressly stated in writing by Key). Key does
not control payments to Charity and makes no warranties about the Charity or any
donation to the Charity.

  1. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
    a. Representations and Warranties. You hereby represent, warrant, and covenant
    that:
    i. You own or have the necessary licenses, rights, consents, and permissions to all
    trademark, trade secret, copyright, or other proprietary, privacy, and publicity
    rights in and to your DM Communications and any other works that you
    incorporate into your DM Communications, and all the rights necessary to grant
    the licenses and permissions you grant hereunder;
    ii. Use of your DM Communications in the manners contemplated in this
    Agreement shall not violate or misappropriate the intellectual property, privacy,
    publicity, contractual, or other rights of any third party; and
    iii. You shall not submit to the Services any DM Communications that violate our
    Community Guidelines set forth above or any other term of this Agreement.

b. Indemnity. You agree to defend, indemnify, and hold us and our officers,
directors, employees, agents, successors, licensees, licensors, and assigns
harmless from and against any damages, liabilities, losses, expenses, claims,
actions, and/or demands, including, without limitation, reasonable legal and
accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii)
your misuse of the Content or the Services; and/or (iii) your violation of any third-
party rights, including without limitation any copyright, trademark, property,
publicity, or privacy right. We shall provide notice to you of any such claim, suit, or
proceeding and shall assist you, at your expense, in defending any such claim, suit,
or proceeding. We reserve the right to assume the exclusive defense and control
(at your expense) of any matter that is subject to indemnification under this
section. In such case, you agree to cooperate with any reasonable requests
assisting our defense of such matter.

  1. COMPLIANCE WITH APPLICABLE LAWS
    The Services are based in the United States. We make no claims concerning
    whether the Content may be downloaded, viewed, or be appropriate for use
    outside of the United States. If you access the Services 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.

  2. CHANGES TO THE AGREEMENT.
    These Terms of Use are effective as of the last updated date stated at the top. We
    may change these Terms of Use from time to time. Any such changes will be
    posted on the Site. By accessing the Services after we make any such changes to
    these Terms of Use, you are deemed to have accepted such changes. Please refer
    back to these Terms of Use on a regular basis.

  3. 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 Services, at any time and for
    any reason without prior notice or
    to change, suspend, or discontinue all or any part of the Services at any time
    without prior notice or liability. Sections 4-19 shall survive the termination of this
    Agreement.

  4. DIGITAL MILLENNIUM COPYRIGHT ACT
    Key respects the intellectual property rights of others and attempts to comply with
    all relevant laws. We will review all claims of copyright infringement received and
    remove any Content deemed to have been posted or distributed in violation of any
    such laws.
    Our designated agent under the Digital Millennium Copyright Act (the “Act”) for
    the receipt of any Notification of Claimed Infringement which may be given under
    that Act is as follows:
    Key Holdings, Inc.
    57 W. Grand Ave, Suite 500 Chicago, IL 60654
    Attn: DMCA Agent
    Email: contact@mykeylive.com

If you believe that your work has been copied on the Services in a way that
constitutes copyright infringement, please provide our agent with notice in
accordance with the requirements of the Act, including (i) a description of the
copyrighted work that has been infringed and the specific location on the Services
where such work is located; (ii) a description of the location of the original or an
authorized copy of the copyrighted work; (iii) your address, telephone number and
e-mail address; (iv) 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; (v) 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 (vi) an electronic or physical signature of the owner
of the copyright or the person authorized to act on behalf of the owner of the
copyright interest.

  1. CONTROLLING LAW
    This Agreement and any action related thereto will be governed by the laws of the
    State of Illinois without regard to its conflict of laws provisions.

  2. BINDING ARBITRATION
    In the event of a dispute arising under or relating to this Agreement, the Content,
    or the Services (each, a “Dispute”), either party may elect to finally and exclusively
    resolve the dispute by binding arbitration governed by the Federal Arbitration Act
    (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the
    other party. IF EITHER PARTY CHOOSES ARBITRATION, 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 APPEAL RIGHTS MAY ALSO
    BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral
    arbitrator selected jointly by the parties, whose decision will be final, except for a
    limited right of appeal under the FAA. The arbitration shall be commenced and
    conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules
    and Procedures and in accordance with the Expedited Procedures in those rules,
    or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and
    Procedures. All
    applicable JAMS’ rules and procedures are available at the JAMS website
    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 appropriate 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. As set forth in Section 16 below, nothing in
    this Agreement will prevent us from seeking injunctive relief in any court of
    competent jurisdiction as necessary to protect our proprietary interests.

  3. 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.

  4. 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. All claims
    or disputes arising out of or in connection with this Agreement shall be heard
    exclusively by any of the federal or state courts of competent jurisdiction located in
    the State of Illinois.

  5. 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.

KEY HOLDINGS INC.