EVERBOOST TERMS OF SERVICE – User Agreement

Effective: May 12, 2022

PLEASE CAREFULLY READ THESE TERMS OF SERVICE AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING ALTERNATIVE DISPUTE RESOLUTIONS. This legal agreement contains the terms of service (“Agreement” or “Terms of Service’) between You, an individual, (“You”, “User”, or “Client”) and Everboost Entertainment, Inc. (“Everboost”) with the registered address at 221 N. Broad Street, Suite 3A, Middletown, DE 19709 regarding the use of the website located at everboost.io, all affiliated websites, including mobile applications and websites, owned, operated, or administered by us, or our predecessors or successors in interest (collectively, the “Site”), all services, applications, and products that are accessible through the Site and all our mobile applications that link to or reference this Agreement (collectively, the “Services”). Everboost provides an online marketplace where individuals (“Clients”) can seek to acquire in-game training and assistance (the “Services”) from professional players and experts (“Service Providers”.) Through Everboost website, Clients and Service Providers (collectively, “Users”) can identify and engage each other in providing such Services. Everboost facilitates the provision of Services between the Users but does not function as a party to the provision of the Services or the Contract (as defined below). If Clients agree on terms for the Services, a service contract (a “Contract”) is formed directly between such Client and the Service Provider, subject to the provisions set forth in Section 4 of this Agreement.

1) ACCEPTANCE OF TERMS OF SERVICE

By using the Services, You agree to these Terms of Service, our Privacy Policy, and any additional terms applicable to certain programs in which You may elect to participate or with respect to any portion of the Services, as any of the same may exist from time to time. If You do not accept these Terms of Service, You must stop accessing and/or using the Services immediately. By registering for an account on the Site (“Account”), or by clicking to accept the Terms of Service, when prompted on the Site, You are deemed to have electronically executed this Agreement and all Terms of Service, effective on the date You register Your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgment that You are able and willing to electronically receive, download, and print this Agreement and any amendments.

2) CHANGE IN THE TERMS OF SERVICE

Everboost reserve the right to discontinue, amend, or modify any part of these Terms of Service as we deem necessary or desirable, at any time. Everboost suggests that You revisit our Terms of Service from time to time to ensure that You stay informed of any such changes to the Services. Everboost will provide reasonable notice before any amendments, including material changes, to these Terms of Service take effect. Your continued use of the Services, after the update of these Terms of Service, shall constitute acceptance of the modified Terms of Service. Everboost reserve the right to change or discontinue any aspect or feature of the Services including, but not limited to, requirements for access or use. Any revisions to the Terms of Service will take effect on the noted effective date. 3) OWNERSHIP OF THE EVERBOOST SERVICES

Between the parties, You own Your Content (as defined below). Everboost owns Site and Services content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, mobile applications, aggregate user review ratings, and all other elements and components of the Services excluding Your Content, other user Content, and any other content posted on the Everboost Services (collectively, “Everboost Content”). Everboost also owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with our Content and the Services, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. As such, You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, or in any way exploit any of our Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant You any express or implied rights, and all rights in and to the Services are retained by us. For purposes of these Terms of Service, the term “Your Content” means any information, messages, images, photos, videos, files, personal or technical data, or any other type of information that You transmit or post through the Everboost Services.

4) USING THE EVERBOOST SERVICES

Everboost provides Services according to subscription plans that allow Clients to access Services over the Internet. Subscription plans are subject to unilateral change at our sole discretion, all currently available subscription plans are stipulated at everboost.io.

a) Eligibility

To access or use the Everboost Services and to create an Account, You must be, and hereby represent that You are, an individual 13 years or older who can form legally binding contracts. If You are between the ages of 13 and the age of majority where You live, You must review these Terms of Service with Your parent or guardian to confirm that You and Your parent or guardian understand and agree to it. In such instance, Your parent or guardian shall be considered a party to this Agreement until You attain the age of majority. You may not access or use the Services if You are a competitor of Everboost or if we have previously banned You from the Services or closed Your Account. Services shall not be used in any jurisdiction where its use violates a law or regulation, or which would require Everboost to registration requirements. You certify, by registering and/or using Services that You are not on any list of restricted persons with whom it is unlawful to do business, nor that the use of Services and/or Site is prohibited by applicable laws, regulations, treaties, or administrative acts. Everboost reserves the right to limit the availability of its Services and/or content, program, product, or other features to any person or jurisdiction, at any time and at its sole discretion. You further certify and agree, that by registering and/or using Services, You are financially responsible for the use of the Site and the purchase and delivery of the Services and that You will perform Your obligations as specified in any Contract that You accept. Everboost reserves the right to refuse, suspend, or terminate Your access to its Site and its Services for any reason, including, but not limited to the event that Everboost discovers that any information You have provided is not true, accurate, or complete, or that it violates this Agreement.

b) Site Availability

The Everboost Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

c) User Accounts

You are required to create an Account and provide certain information about Yourself in order to use the Services. If You are a Service Provider, You represent and warrant that You use Your Account to market Your services to others for the purpose of entering into independent contractor relationships with other Users of the Services. You agree to provide true, accurate, and complete information on Your Account and all registration and other forms You access through the Everboost Site or provide to us and to update Your information to maintain its truthfulness, accuracy, and completeness. You may not impersonate any other person or use a name that is not Your own. You may only have ONE Account to use the Services, and You may not share Your Account or any of the Services with others, at any time and for any reason. Everboost reserve the right, in our sole discretion, to refuse, suspend, or revoke Your access to the Services if we learn that any information You provided on any form or posted through the Services is not true, accurate, or complete, or such information or other conduct otherwise violates the Everboost Terms of Service, or for any other reason at our sole discretion. When You create an Account and from time to time thereafter, Your Account may be subject to verification of Your identity and any information that You had provided to us; and You authorize Everboost, directly or through third parties, to make any inquiries necessary to validate the foregoing, subject to applicable law. Each User is responsible for maintaining the confidentiality of such User’s Account password. You are also responsible for all activities that occur in connection with Your Account. You agree to notify us immediately of any unauthorized use of Your Account. You agree not to use the account, username, or password of another user of Services, nor to disclose Your password to any third party. The Everboost Services may be made available through Facebook, Twitter, Google, and other services, which require an active account with the applicable service, and You hereby represent and warrant that You have read and agreed to be bound by all applicable policies governing the use of such service and will act in accordance with those policies, in addition to Your obligations under these Terms of Service. If You sign into Services through Facebook, Twitter, Google, and other services, You will provide Your account credentials with such service to Everboost, and You are consenting to have the information in that account transmitted into Your Everboost account, and You agree that You shall only use the accounts owned by You, and not by any other person or entity.

d) Feedback

CarrySquare encourages Clients to leave objective and accurate feedback about Service Providers. As a Service Provider, You agree to be rated by the Clients within a rating system along with several criteria, as determined by Everboost’s sole discretion, through which Clients express their opinions publicly. As a Service Provider, You agree that Everboost may calculate a composite feedback number, based on these individual ratings. You further acknowledge and agree that Everboost is not responsible for monitoring, censoring, or investigating any Clients’ feedback for accuracy or reliability. You may be held responsible, as a Client or Service Provider, for damages suffered by other Users or third parties, as a result of Your ratings, comments, and/or remarks, if a court finds that those are defamatory or otherwise legally actionable. Everboost is not legally responsible for any ratings, feedback, or comments posted or made available on its Site by any Users or third parties, even if the information is found to be defamatory or legally actionable.

5) RELATIONSHIP BETWEEN SERVICE PROVIDER AND CLIENT

a) Contract

Service Provider and Client enter into a Contract to perform specific Services when Client accepts Service Provider’s offer through the Everboost Services (a “Contract”). You acknowledge and agree that Everboost is not a party to any Contract, and that the formation of a Contract between the Users will not, under any circumstance, create an employment or other service relationship between Everboost and any User.

b) Provision of Services

Service Provider will perform the Services in a timely, professional, and skillful manner. The means of performing the Services will be determined and controlled solely by Service Provider, which is engaged by Client as an independent contractor. In the event that Service Provider uses other parties, whether individuals or entities (“Assistants”) to perform the Services, Service Provider agrees and acknowledges that: i) Assistants are not employees, independent contractors, or agents of Everboost or Client; ii. Service Provider is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Assistants; iii. Neither Everboost nor Client has the right or power to supervise or control Assistants; iv. No Assistant will have any claim under the Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Everboost or Client; v. Prior to the retention of an Assistant to perform the Services, Service Provider shall ensure that Assistant has familiarized him/herself with these Terms of Use and has agreed to adhere to the Terms of Service. Service Provider acknowledges and agrees that Service Provider bears full responsibility for the actions or inactions of Assistant, including any breach of the Terms of Service.

c) Termination of Contract

Once a Client’s Payment Method has been charged to fund the Holding Account for the Contract, absent a full refund to Client by Service Provider, the Contract does not terminate until the Services are completed. Either Client or Service Provider has the right to terminate a Contract at any time with the consent of the other party or in the event of a material breach by the other party.

6) PAYMENT TERMS

a) Clients and Service Providers Accounts

Upon Client making a purchase and transferring money to Everboost, Everboost will establish and maintain a “Client Account” to hold funds for the Client to use to make payments pursuant to Contracts and pay Service Fees (as defined below) to Everboost. Upon Service Provider registering an Account and providing a Payment Method, Everboost will establish and maintain a “Service Provider Account” in which Service Provider shall receive payments under Contracts, withdraw payments, pay ancillary service fees, and pay Service Fees to Everboost.

b) Funding Client Holding Account.

When Client and Service Provider enter into a Contract, Client authorizes Everboost or applicable third-party payment-processor to charge Client’s Payment Method in the amount agreed between Client and Service Provider pursuant to a particular Contract (the “Contract Fees”). Both Client and Service Provider authorize Everboost to establish and maintain a separate account to receive, hold, and release Contract Fees (the “Holding Account”). Both Service Provider and Client acknowledge and agreem that the Holding Account is not insured and that they are not entitled to nor will receive interest or other earnings on the funds held in the Holding Account prior to any disbursement.

c) Refunds and Cancelation

Client and Service Provider are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If Client and Service Provider fail to come to a mutual resolution by way of the Refund and Cancellation process as stated below, Everboost will review the Dispute and propose a binding resolution (Dispute Resolution Program.) Everboost is not responsible for any liability related to the Refund and Cancellation process or Dispute Resolution Program from either the Client or the Service Provider. In the event that a Service Provider wants to terminate a Contract, Service Provider must instruct Everboost to close the Contract. Client has the ability to cancel his or her order (by making an appeal to Everboost, under the Dispute Resolution Program, which will be considered within 48 hours) for a full or partial refund minus Service Fees, under the following cases. i) the Service Provider does not respond and does not accept the order; ii) the Service provider has accepted the order but refuses to fulfill it; ii) the Service Provider accepted the order, started to implement, but cannot complete the order; iii) during the order fulfillment the customer has decided to cancel the order, however, cancellation may be denied if Service Provider did not break any conditions. In the event that a Client wants to terminate a Contract, Client must instruct Everboost to close the Contract. Service Provider must either approve or dispute the Client’s cancellation within four (4) calendar days. If Service Provider takes no action within four (4) calendar days from the date of the notification of cancellation, the Contract shall be considered canceled. If Service Provider disputes the cancellation, the Dispute will be resolved pursuant to the Dispute Resolution Program. When Service Provider or Client terminates a Contract, Service Provider and Client agree that Everboost is authorized and irrevocably instructed to immediately release to the respective party, all funds held by Everboost associated with such Contract, less all Service Fees. If a Client purchases a Everboost Services subscription, the refund is available with deductions for the already rendered services to Client.

d) Dispute Resolution Program

Client or Service Provider may make a request for a resolution through the Everboost Dispute Resolution Program. Requests must be made no later than sixty (60) days after the last provision of Services under a Contract. If either Client or Service Provider respond to the notice of Dispute and request for information, then Everboost will review the documentation submitted and any information available through the Everboost that pertains to the Dispute. After review, Everboost will propose a binding resolution based on the results of the review. Client and Service Provider agree that Everboost is authorized to decide the Dispute within its sole discretion. Client and Service Provider acknowledges and agree that Everboost’ decision is final, and that it may be entered in and enforced by any court of competent jurisdiction.

e) Release of Funds

Client and Service Provider irrevocably authorize and instruct Everboost to release applicable portions of the Holding Account (each portion, a “Release”) to the Service Provider Holding Account or Client Holding Account, as applicable upon the occurrence of and in accordance with one or more Release Conditions provided below, or as otherwise permitted by applicable law or court order, and by Everboost internal procedures. “Release Condition” means any of the following: a) Client directs Everboost to release funds to Service Provider; b) Client and Service Provider have submitted joint written instructions for a Release; c) Client and Service Provider agree to terminate the Contract; d) Client does not dispute the Release within four (4) calendar days from the receipt of notification from Service Provider that Services have been performed; e) Client or Service Provider has failed timely to respond to the Everboost Dispute Resolution Program’s notification; f) submittal of the final decision from the Dispute Resolution Program.

f) Everboost’s Right to Suspend Disbursements

Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we determine in our sole discretion that You have violated the Terms of Service, or if we required additional information, or suspect fraud, we may hold the disbursement of Contract Fees.

g) Non-payment by Client

In the event that Client fails to pay the Contract Fees, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Everboost may suspend or close Client’s Account and revoke Client’s access to the Everboost Site and Services, and to seek all available remedies under the law. In the event that Everboost is required to pursue legal action against a User, Everboost shall also be entitled to reimbursement of attorneys’ fees and other costs of collection to the extent permitted by applicable law.

h) Taxes

Service Provider shall be solely responsible for: a) determining whether Service Provider or Everboost is required by the applicable law to remit to the appropriate authorities value added or any other taxes or similar charges applicable to the Contract and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Everboost, as appropriate; b) determining whether Everboost is required by the applicable law to withhold any amount of the Payments; and c) notifying Everboost of any such requirements. To the extent required by applicable law, Everboost will provide required tax forms to Clients and Providers, as applicable. Service Provider shall be solely responsible for all taxes and fees that may arise from this Agreement and the Contract with Clients, and shall indemnify Everboost for any requirement to pay any withholding amount to the appropriate authorities, including but not limited to all penalties and interest.

i) Service Fees

All fees to use the Services are paid solely by the Clients. When a Client pays a Service Provider, or when funds related to a Contract are otherwise released to a Service Provider, Everboost will automatically deduct the Everboost service fee from Contract Fees (the “Service Fees”).

j) Payment Methods

For the purpose of this Agreement, Payment Method means a valid credit card issued by a bank acceptable to Everboost, a bank account linked to Your Account, a PayPal account, a debit card, or such other method of payment as Everboost may accept from time to time in our sole discretion. User hereby authorizes Everboost to run credit card authorizations on all credit cards provided by User, to store credit card and banking or other financial details as User’s Payment Method, and to charge User’s credit card (or any other Payment Method.) When Client authorizes the payment of Contract Fee, Client automatically and irrevocably authorizes and instructs Everboost to charge Client’s Payment Method for the Contract Fees. By providing Payment Method information through the Services, Client represents, warrants, and covenants that: a) Client is legally authorized to provide such information; b) Client is legally authorized to perform payments using the Payment Method; and c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method or applicable law. When Client authorizes a payment using a Payment Method via the Services, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or other Terms of Service cannot be collected from Client’s Payment Method, Client is solely responsible for immediately paying such amounts by other means as accepted by Everboost.

7) USER’S CONTENT

You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by You of information in Your Content that makes You personally identifiable. You represent that You own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Everboost. By using Services and/or creating a Everboost account You acknowledge, understand, and accept all associated risks of Content loss, including and not limited to game publisher account bans or suspensions, account locking, and/or any other action taken by game publishers, which are beyond the control of Everboost and its Assistants. You agree not to transmit Content that: i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person; ii) may create a risk of any other loss or damage to any person or property; iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; iv) may constitute or contribute to a crime or tort; v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive or discriminatory, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, pornographic, patently offensive or promotes the use of drugs, alcohol, smoking, or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, or otherwise objectionable; vi) contains any information or content that is illegal including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets; vii) contains any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; viii) contains any information or content that You know is not correct and current; ix) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”; x) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page) or solicits or designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other users; or xi) includes a photograph or video of another person that You have posted without that person’s consent. You agree that Your Content is Yours and it does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Everboost reserve the right, but is not obligated, to reject and/or remove any of Your Content that we believe, in our sole discretion, violates these provisions. For the purposes of these Terms of Service, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction. You agree that Your Content will be treated as non-confidential and non-proprietary and will not be returned. You further agree and acknowledge that Your relationship with Everboost is not a confidential, fiduciary, or other types of special relationship and that none of the User’s Content will be subject to any obligation of confidence on the part of Everboost. You irrevocably waive and cause to be waived, against us and our Users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content. When You submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any information, message, image, photo, video, file, text, personal or technical data, profile data or any other type of information or material, including, without limitation, recordings of Your gaming sessions or Services with a Service Provider, (collectively, “User Content”) to Everboost or its employee or contractor, or any Everboost website, You grant Everboost and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by Everboost, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights You have in the User Content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content. Everboost may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). You also irrevocably grant the users of the Services and any Other Media the right to access Your Content in connection with their use of the Services and any Other Media. Everboost takes no responsibility and assumes no liability for any of Your Content that You or any other User or third-party posts or sends over thru the Services. You shall be solely responsible for Your Content and the consequences of posting or publishing it, and You agree that we are only acting as a passive conduit for Your online distribution and publication of Your Content. You understand and agree that You may be exposed to Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that we shall not be liable for any damages You incur or allege to incur as a result of any Content posted on the Services. Everboost may, but is not obligated to, review User Content prior to posting it on or distributing it through the Services, or allowing it to be distributed through the Services. This includes private messages exchanged by You and any Service Provider or any other User through the Services. You acknowledge and agree that, to the fullest extent permitted by applicable law and except as limited by the Privacy Policy, Everboost will not have any obligation to You with regard to User Content and that Everboost may or may not monitor, display or accept User Content and may delete it at any time. This section shall survive any expiration or termination of Your relationship with Everboost and the Service Providers.

8) USER’S ACTIVITIES

You agree that You will not use Your access to the Services for any unfair advantage or cheating in any games You play with third parties. You agree that the Services are intended solely to improve Your skills as a player. You further agree that You will not use the Services to collect Content from anyone, whether for commercial use or any other kind of use, without first obtaining their consent and first making it clear that You (and not us) are the one collecting their Content. You acknowledge that Everboost may record, store, or distribute to third parties recordings of sessions in which You participate, either in their entirety or excerpts of the same. In addition, You acknowledge that Everboost may edit any of User Content You submit without Your permission before making it available to third parties for viewing or other use. You acknowledge and agree that any lessons or interactions taking place on the Platform may be live-streamed for public viewing. Additionally, You acknowledge that Everboost may use User Content including Your screen name, Account information, or other information provided by You to scrape APIs and collect data about the Services or interactions. Furthermore, You acknowledge that Everboost may collect this data even when You are not directly using the Platform but only to the extent that Everboost uses the data to enhance Your Platform experience. Everboost may create, facilitate, or display social advertisements, whereby Your name, profile, photo, session feedback, and other qualitative or quantitative data about You or provided by You may be used to advertise products and services on Your use of the Services and Your interactions with Everboost. You agree that Everboost may use Your name, profile picture, and other information in connection with social ads to advertise products and services, based on Your use of the Services and Your interactions with Everboost, Service Providers, and third parties through the Services. You further agree that Everboost is free to use any ideas or concepts contained in any of User Content for any purposes whatsoever, including, without limitation, developing, manufacturing, and marketing products and services; and creating informational articles, without any payment of any kind to You. You authorize Everboost to publish User Content in a searchable format that may be accessed by users of the Services and the Internet. To the fullest extent permitted by law, You waive any moral rights You may have in any of User Content You submit, even if such User Content is altered or changed in a manner not agreeable to You. Everboost is not required to host, display, or distribute, and may remove at any time, any of User Content. Everboost reserves the right to change the format, sizing, and any other display specifications of User Content as it sees fit. This section shall survive any expiration or termination of Your relationship with Everboost and the Service Providers.

9) RESTRICTIONS

Everboost is under no obligation to enforce the Terms of Service on Your behalf against another User. We reserve the right to investigate and take appropriate action on User’s behavior at our own and sole discretion. You agree not to, and will not assist, encourage, or enable others to use the Everboost Services to: a) Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary rights. b) Threaten, stalk, harm, or harass others, or promote bigotry or discrimination; c) Use the Services for commercial purposes, except as expressly permitted by these Terms of Service; d) Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not to any Everboost user, Client, or Service Provider; e) Engage in keyword spamming, or otherwise attempt to manipulate the Services’ search results or any third-party website; f) Solicit personal information from minors, or submit or transmit pornography; or g) Violate any applicable law. You also agree not to, and will not assist, encourage, or enable others to: a) Violate the Terms of Service; b) Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or any Content posted on the Services (other than Your Content), except as expressly authorized by us; c) Use any robot, spider, site search/retrieval application, or other automated devices, process or means to access, retrieve, scrape, or index any portion of the Services or any Content posted on the Services; d) Reverse engineering any portion of the Services; e) Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services; f) Record, process, or mine information about/from other users; g) Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database of Business reviews; h) Reformat or frame any portion of the Services; i) Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Services; j) Attempt to gain unauthorized access to the Services, user accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means; k) Use the Services or any Content posted on the Services to transmit any computer viruses, worms, defects, trojan horses, or other items of a disruptive or destructive nature (collectively, “Viruses”); l) Use any device, software, or routine that interferes with the proper working of the Services, or otherwise attempts to interfere with the proper working of the Services; m) Use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or Content posted on the Services; n) Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Content posted on the Services, or features that enforce limitations on the use of the Services; or o) Utilize Your access to the Services for any unfair advantage or cheating in any games, or in violation of any applicable terms of use for any such game. Everboost shall not be responsible for addressing any disputes between any Users. In the event of a concern, claim or dispute, Users shall communicate directly with the other party in resolving such concern, claim, or dispute. In the event Everboost receives complaints about a User, it shall investigate the complaint at its sole discretion and may direct the User to respond to the other party directly.

10) LIMITATIONS OF LIABILITY

THIS SECTION LIMITS THE LIABILITY OF EVERBOOST AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND LICENSORS. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. THE EVERBOOST SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. EVERBOOST MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICES, ITS SAFETY OR SECURITY, OR THE SERVICES CONTENT. ACCORDINGLY, EVERBOOST IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE. EVERBOOST MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, SUCH AS THE SERVICE PROVIDERS LISTED ON THE SERVICES OR THE SERVICES' USERS. ACCORDINGLY, EVERBOOST IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE USERS. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. EVERBOOST EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE EVERBOOST ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES. EVERBOOST’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE EVERBOOST ENTITIES IN CONNECTION WITH THE SERVICES IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100. EVERBOOST DISCLAIMS LIABILITY AND SHALL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. IN NO EVENT SHALL EVERBOOST ENTITIES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES OR THE CONTENT POSTED ON THE SERVICES, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE SERVICES FOR RESERVATIONS), (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY BUSINESS IN CONNECTION WITH THE SERVICES.

11) INDEMNIFICATION AND RELEASE

You agree to defend, indemnify and hold harmless Everboost and all its employees, officers, directors, owners, consultants, contractors, agents, affiliates, licensees, and licensors (“Everboost Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Services, including any data or content transmitted or received by You; (ii) Your violation of any term of these Terms of Service; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claims or damages that arise as a result of any of Your Content or any that is submitted via Your account; or (vi) any other party’s access and use of the Services with Your username, password or other appropriate security code. You will cooperate as fully required by Everboost Parties in the defense of any claim. Everboost Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You will not, in any event, settle any claim without the prior written consent of a duly authorized employee of Everboost Parties. In addition to the recognition that Everboost is not a party to any contract between Users, You hereby release Everboost Parties from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have with another User, whether it be at law or in equity. These indemnity obligations shall survive any expiration or termination of Your relationship with Everboost.

12) TERMINATION

You may terminate the Terms of Service at any time by closing Your Account, discontinuing Your use of the Services, and providing Everboost with a notice of termination. Everboost may close Your Account, suspend Your ability to use certain portions of the Services, and/or ban You altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent You from accessing Your account, the Services, Your Content, or any other related information. In the event of any termination, whether by You or us, these Terms of Service will continue in full force and effect, including our right to use Your Content. Termination of this Agreement and/or closing of Your Account will not relieve Client of the requirement to pay for Service Providers’ Services performed prior to the date of termination or thereafter for any Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable late fees, interest, taxes, and Service Fees, Client hereby authorizes Everboost to charge to its Payment Method.

13) CIRCUMVENTION

You acknowledge that Everboost has expended substantial effort to connect Clients and Service Providers through the Services. You agree not to by-pass or attempt to by-pass Everboost by procuring or offering the Services to any User that You had originally identified through the Services outside the Services or solicit Platform’s Users for off Platform services, or to join similar or competing platforms, Services, or otherwise circumvent Everboost’ role as payment processor or the Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. Without limiting Everboost's other remedies, if You engage in actions or activities that circumvent the Site or otherwise reduce fees owed to Everboost or our Affiliates under this Agreement, You must pay Everboost for all fees owed to Everboost and our Affiliates and reimburse Everboost for all losses and costs, including any and all time of Everboost Parties, and reasonable expenses (including attorneys' fees and costs) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

14) END-USER LICENSE GRANT

a) Everboost Services

Subject to the terms and conditions of these Terms of Service, You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for Your personal, non-commercial use, except as otherwise permitted by these Terms of Service. You agree not to copy or procure content of information from the Services by automated means, or to use other data mining technology or processes to frame or extract data or other materials from the Services unless authEverboosts's prior written permission. Everboost reserves all rights not expressly granted herein in the Everboost Services and the Everboost Content. Everboost may terminate this license at any time for any reason or no reason, with or without notice, at its sole discretion.

b) Mobile Software

Everboost makes available software to access the Services via a mobile device (“Mobile Software”). To use the Mobile Software, You must have a mobile device that is compatible with the Services. Everboost does not warrant that the Mobile Software will be compatible with Your mobile device. Everboost hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for ONE Everboost Account on ONE mobile device owned or leased solely by You, for Your personal, non-commercial use, except as provided in these Terms of Service. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time-sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and/or other proprietary rights notices on the Mobile Software. You acknowledge that we may from time-to-time issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device and agree that the terms and conditions of these Terms of Service will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof.

15) RELATIONSHIP WITH EVERBOOST

You expressly acknowledge, agree, and understand that: (a) the Everboost Services serve as merely a venue where Users may act as Clients and/or Service Providers; b) Everboost is not a party to any Contracts between Clients and Service Providers; c) You are not an employee of Everboost, and Everboost does not, in any way, supervise, direct, or control the Service Providers or Service Providers’ Services; d) Everboost will not have any liability or obligations under or related to Contracts for any acts or omissions by You or other Users; e) Everboost has no control over Service Providers or Services offered or rendered by Service Providers; f) Everboost makes no representations as to the reliability, capability, or qualifications of any Service Providers or the quality, security, or legality of any Service Providers’ Services, and Everboost disclaims any and all liability relating thereto; and g) Everboost makes no representation as to the ability of Clients to pay for the Service Providers’ Services; or that a Client or Service Provider can or will actually complete a transaction.

16) DISPUTE RESOLUTION

ARBITRATION NOTICE: UNLESS YOU OPT-OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE, YOU AGREE THAT DISPUTES BETWEEN YOU AND EVERBOOST WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

a) General

You and Everboost agree that all claims and disputes arising under or relating to this Agreement shall be settled by binding arbitration in the state of Delaware, in the county of New Castle. An award of arbitration may be confirmed in a court of competent jurisdiction. Without limiting the preceding sentence, You have the right to litigate Your disputes in court, by providing us with written notice of Your desire to do so by email at [email protected] within thirty (30) days following the date You first accept this Agreement (with the subject: “Arbitration Opt-out Notice”). If You do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, You will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute. You acknowledge and agree that You and Everboost are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both You and Everboost otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.

b) Proceedings

The arbitration proceedings shall be conducted on a confidential basis, pursuant to the Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Arbitration shall be conducted by an arbitrator experienced in “gaming-related services” and shall include a written record of the arbitration hearing. The parties reserve the right to object to any arbitrators employed by or affiliated with a competing business or entity This Dispute Resolution section will survive any termination of this Agreement.

c) Governing Law

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware. Each Party consents to the exclusive jurisdiction of the federal and state courts located in Delaware, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement or otherwise arising under or by reason of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You and Everboost irrevocably agree that the courts of the country in which You reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Alternatively, You may raise the dispute with an alternative dispute resolution body via the EU Commission's Online Dispute Resolution (ODR) Platform.

17) COPYRIGHTED CONTENT ON THE SITE

You may not use the Site to store any or disseminate any material or content, in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law. In the event that Your rights under U.S. copyright law have been infringed by any material on the Site, You may provide Everboost with the notice described below (the “Notice”) by email to [email protected] the “agent”, as required by the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3) ("DMCA") In response to Your Notice, Everboost shall remove or disable access to the allegedly infringing material, and take such other actions Everboost deems appropriate in its sole discretion. Notwithstanding this paragraph, You may be liable for damages, including attorneys’ fees and costs, in the even that You materially misrepresent the potential of infringement. Everboost may make the good faith attempt to contact the allegeded infringer about the materials.

18) ENTIRE AGREEMENT, SEVERABILITY, WAIVER

These Terms of Service, together with any amendments and any additional agreements You may enter into with us in connection with the Services, shall constitute the entire agreement between You and us concerning the Services. If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. This section shall survive any expiration or termination of this Agreement. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Everboost’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

19) THIRD PARTIES, ASSIGNMENT, SPECIAL PROVISION

Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. Everboost does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third-party website from the Services, such as through Facebook, Google, or Twitter, You do so at Your own risk, and You understand that these Terms of Service and Privacy Policy do not apply to Your use of such sites. You expressly release us from all liability arising from Your use of any third-party website, service, or content. Additionally, Your dealings with or participation in promotions of advertisers and businesses found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between You and such third parties. You agree that we shall not be responsible for any loss or damage of any sort relating to Your dealings with such third parties. In the event that You downloaded the Mobile Software from any third-party website, You acknowledge and agree such third party and its subsidiaries (“Third Parties”) are third-party beneficiaries of these Terms of Service, and that, upon Your acceptance of the terms and conditions of these Terms of Service, Third Parties will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against You as a third party beneficiary hereof. You agree to comply with, and Your license to use the Mobile Software and Services is conditioned upon Your compliance with, all applicable third-party terms of agreement, as may be applicable, when using the Mobile Software and/or Services. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You. Everboost reserves the right to assign this Agreement without notice or restriction, and at its sole discretion. Special Provision Applicable To Users Outside The United States: You consent to having Your personal data transferred to and processed in the United States. If You are located in a country embargoed by the United States or are on the U.S. Treasury Department’s list of Specially Designated Nationals, You will not engage in commercial activities using the Services.

20) NOTICES, CONTACT

Everboost may provide notices, whether such notices are required by law or are for marketing or other business-related purposes, to You via email notice to Your registered email address, written or hard copy notice, or through posting of such notice on our website, Apple App Store or Google Play Store, as determined by us in our sole discretion. Everboost reserve the right to determine the form and means of providing notifications to our Users provided that You may opt-out of certain means of notification as described in these Terms of Service. By registering for an Account, You consent to electronically receive and access, via email or the Site, all records and notices for the services provided to You under the Terms of Service that we would otherwise be required to provide to You in paper form by applicable laws. Your consent to receive records and notices electronically will remain in effect until You withdraw it. You may withdraw Your consent to receive further records and notices electronically at any time by contacting us at [email protected] If You withdraw Your consent to receive such records and notices electronically, we may in our discretion revoke Your access to the Services, and You may no longer be permitted to use the Services. Any withdrawal of Your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process Your request for withdrawal. Your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to You before the withdrawal of Your consent becomes effective. Users are solely responsible for maintaining a current, active email address registered with Everboost, checking their email, and responding to notices sent by Everboost to the User’s registered email address. Should You wish to contact us with any questions, complaints, or claims with respect to the Services, You should visit our website at everboost.io or email [email protected]