***AGE DISCLAIMER: BY REVIEWING AND ACCEPTING THIS AGREEMENT, AND ENGAGING THE SERVICES OFFERED HEREIN, YOU EXSPRESSLY REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE.  ANYONE UNDER THE AGE OF EIGHTEEN (18) IS STRICTLY PROHIBITED FROM ENTERING INTO THIS AGREEMENT AND SEEKING THE SERVICES OFFERED BY SMART BETS COACHING LLC.  SMART BETS COACHING LLC SHALL NOT BE LIABLE TO ANY THIRD-PARTY FOR ANY DAMAGES, INJURIES, OR HARM INCURRED OR SUSTAINED AS A RESULT OF A MISREPRESENTATION OF AGE.  IF YOU ARE UNDER THE AGE OF 18, THEN YOU MUST EXIT IMMEDIATELY.

This CLIENT SERVICES AGREEMENT AND USER TERMS AND CONDITIONS (herein as “Agreement”), having an Effective Date as of the date and time first accepted by the Client-User (herein as the “Effective Date”), is made by and between Smart Bets Coaching LLC (herein as the “Company”), a limited liability company organized by and under the laws of the State of New York, having a principal place of business located at Nassau County, New York, and YOU, the Client-User of the Services (hereinafter defined) contemplated by this Agreement (herein as “Client,” “User,” or “You(r)”), an individual having a residential address located at the address You identify in your profile and/or User information, whereas the parties are individually referenced herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company operates an educational and coaching service specializing in alternate streams of individual income (i.e. the “Company’s Business”) in New York State, and is desirous of advancing its good business purpose by offering its Services (herein after defined) for good and valuable consideration to the Client; and

WHEREAS, the Client is an individual desirous of obtaining the educational and coaching Services (hereinafter defined) for the purposes of enhancing their own knowledge of alternate streams of individual income, and is in no way desirous of seeking professional advice pertaining to alternate investments.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties to this Agreement, the Parties agree as follows:

1. DUTIES AND OBLIGATIONS OF COMPANY

• Continuing Operations.  The Company, in using its reasonably best commercial efforts, shall continue to own and operate a legal entity known as Smart Bets Coaching LLC for the sole purpose of offering and providing educational and coaching Services (as further defined below) pertaining to methods of generating alternate streams of individual income.
• Prohibitions on Advice. The Company shall only provide educational and coaching Services related to alternate streams of individual income, which may be implemented by the Client on their own volition, and in their sole discretion.  For the avoidance of doubt, the Company shall not provide investment advice or services relating to the management and/or investment of securities or the Client’s assets.  In no way shall the educational and coaching  Services provided by the Company be construed as investment advice or services relating to the management and/or investment of the Client’s own assets.
• Employees of Company. The Company shall ensure that Company, its employees, third-party partners, or other reasonably related agents comply with all applicable laws in rendering the Services contemplated by this Agreement.  Nothing in this Agreement, including without limitation any review or approvals provided by Client under this Agreement, shall limit or restrict Company’s obligations to ensure compliance with all applicable laws and regulations.  Nothing in this Agreement shall require the Company to ensure that its third-party partners comply with any applicable law or governing body for any products or services not contemplated by this Agreement, or any products or services offered by such third-party partners to its clients or to the Client falling outside the scope of this Agreement.
• In furtherance of the terms of this Agreement, the Company shall provide to the Client, but shall not be limited to providing, the following educational services (the “Services”).  The Company shall reserve the right to adjust and provide the services as it determines as commercially practicable, and in accordance with any and all applicable laws, without prior notice to or approval from the Client.

1. Develop and provide an educational and coaching curriculum related to alternate streams of individual income, whereas such course shall be hosted, or have educational and coaching materials provided, on a regular basis, as acceptable to the Company;
2. Educate and coach the Client on alternate streams of individual income, as acceptable to the Company;

• Operate and maintain a website with third-party “links” that shall allow the Client to access other websites and/or platforms so that they may generate and execute their independently generated strategies for alternate streams of individual income; and

1. To provide ancillary support services after the completion of the Services, whereas such ancillary services shall be provided on a good faith basis and may be terminated at any time without notice to or consent from the Client, for a period not to exceed one (1) month.

• Best Commercial Efforts. In rendering the Services contemplated by this Agreement, the Company shall use its reasonably best commercial efforts in furtherance of achieving the educational and coaching goals of the Client.  In no way do the provisions set forth by this Agreement constitute a guarantee of realized financial gains, economic success or wealth, or increased financial wellbeing.  In no way does the Company guarantee that its use of its reasonably best commercial efforts will achieve the actual educational goals or financial goals of the Client.  For the avoidance of doubt, Client explicitly understands and agrees that Company cannot guarantee realized financial gains, economic success or wealth, or increase of financial wellbeing.
• Maintenance of Pertinent Knowledge.  The Company shall acquire, or cause to be acquired, and maintain the knowledge and experience necessary to perform the Services contemplated by this Agreement, and provide the Services in compliance with any and all applicable laws, rules and regulations.
• Company Resources. The Company shall dedicate staff and/or personnel, operations, physical educational and coaching materials, and/or service centers, and necessary technological systems for all purposes necessary to provide the Services, as acceptable to the Company.

1. DUTIES AND OBLIGATIONS OF CLIENT

• Personal and Confidential Information.  The Client shall provide to Company any and all necessary personal information including without limitation, date of birth, social security number, personal contact information, financial information, credit card numbers, accounts, and other reasonably related personal financial information, and any and all other personal information that may be reasonably ascertained for the purposes of facilitating Company’s provision of the Services and satisfaction of its duties and obligations pursuant to the terms and conditions of this Agreement, if any.
• Cooperation and Process. The Client shall cooperate with the Company in the furnishment of any and all pertinent information required so that the Company may provide the Services and satisfy its duties and obligations pursuant to the terms and conditions of this Agreement.  Upon the Company’s determination, in and by its sole discretion, that the Client fails to cooperate, the Company, at its sole discretion, may terminate this Agreement at any time without any liability, harm, or cost, including without limitation the refund of any fees remitted by the Client.  The Client explicitly understands that any and all likelihoods of realized financial gains, economic success or wealth, or increase of financial wellbeing is not guaranteed.  The Client shall not maintain any expectation of realized financial gains, economic success or wealth, or increase of financial wellbeing from engaging the Services, and explicitly understands that such realized financial gains, economic success or wealth, or increase of financial wellbeing may occur during or after the performance of the Services over a period of time based on the Client’s own and individual implementation of the education and coaching received.
• Maintenance of Third-Party Accounts. The Client shall maintain in good-standing any and all accounts with the Company’s third-party software and/or platforms so that the Company may provide the Services in an effective manner.  In the event that the Client fails to maintain in good-standing such third-party accounts, the Company may remove the Client from the Services.  The Client understands and acknowledges that access to educational and coaching materials, or other benefits or services offered by the Company may be lost in the event the Client breaches this provision.
• Reinstating Third-Party Accounts. In the event that the Client reinstates its accounts with the Company’s third-party software and/or platforms, the Client shall immediately notify the Company in writing of such reinstatement and provide notice of the previous and current e-mail address that was and shall then be used to access any and all of the Company’s third-party software and/or platforms.  The Client understands and acknowledges that its failure to provide the Company with such notice may result in a delay in access to the Company’s third-party software and/or platforms.  The Client shall hold the Company harmless from any delay consistent with this provision whatsoever.
• PROHIBITIONS.
• Providing Services. The Client shall not, in any circumstance, provide any of the Services under the Company’s good name or process of any kind to any third party upon and during the Client’s receipt of the services, and beyond the Company’s satisfaction of its duties and obligations, pursuant to the terms and conditions of this Agreement.
• Harassment; Nuisance. The Client shall not act in such a manner that may constitute a nuisance, as determined by the Company. Behavior and mannerisms constituting nuisance shall include without limitation, and at the sole discretion of the Company, numerous telephonic communications within an unreasonable period of time, numerous electronic correspondences within an unreasonable period of time, and numerous written correspondences within an unreasonable period of time, all of which are directed towards the Company.  In the event that this provision is violated by the Client, the Client acknowledges and understands that their payment of the Purchase Price shall be forfeited to the Company as liquidated damages.  The Company reserves all rights in law and equity with respect to the Client’s breach of this paragraph.
• Software and Third-Party Platform Sharing. The Client understands and acknowledges that the Company uses third-party software and platforms to administer some of the Services.  As such, the Client is strictly prohibited from sharing any and all software or platform information and access with any third-party, with spouses excepted.  Any breach of this provision shall result on the immediate termination of this Agreement.  Such termination shall be valid without prior notice to the Client.  A breach shall result in the Client’s removal from any and all of the Company’s Services, software, and platforms including without limitation, the Company’s Facebook group.  The Company shall not be liable to the Client or any third-party as a result of the Client’s breach of this provision.  Furthermore, the Client shall not be entitled to receive any refund in the event this provision is breached.
• Reselling the Services. In all circumstances, the Client shall be prohibited from reselling the Company’s Services.  Such prohibition shall also include the dissemination of any and all property of the Company such as live or recorded videos, digital attachments, and/or marketing materials received from the Client’s engagement with the Services.  For the avoidance of doubt, the Client may discuss the Services and may share with third-parties any referral code the Company provides.  The Company reserves all rights in law and equity with respect to the Client’s breach of this provision.
• Disparagement; No Tolerance. Each Party to this Agreement (which, in the case of the Company, shall mean without limitation its members, employees, contractors, agents, affiliates, and third-party representatives) agrees, during the period of the Services and thereafter, to refrain from disparaging the other party and its affiliates, including, in the case of the Company, any of its services, technologies or practices, or any of its directors, officers, agents, representatives or members, either orally or in writing. Nothing in this paragraph shall preclude any party from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to defend or enforce a party’s rights under this Agreement. For purposes of this Agreement, “disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.  The Company reserves all rights and equity with respect to the Client’s breach of this provision.
• Harmful Activity; No Tolerance. The Client shall not harass, engage in vulgar or offensive conduct with, make physical threats to, bully, or act in a harmful way towards any other Client.  The Company reserves the right to terminate this Agreement without prior notice to the Client in the event there arises a breach of this provision, whereas the Client’s breach shall also result in its forfeit of all rights to refunds and/or privacy.  Furthermore, the Company may take legal action for itself or assist an injured Client in the event the Client breaches this provision.
• Attendance and Use of the Services. The Client shall use its reasonably best efforts to attend any and all workshops, and review any educational materials provide by the Company so as to be fully immersed in the educational course.
• Fee Schedule. The Client shall abide by all terms and conditions, and fees pursuant to this Agreement.
• Delays in Access; Hold Harmless. The Client acknowledges and understands that the Company and its third-party software and/or platforms may experience delays in rendering the Services contemplated by this Agreement.  As such, the Client expressly agrees that it shall indemnify and hold harmless the Company and its third-party software and/or platforms from any and all harm, damages, or injuries sustained as a result of such delays.
• FEE SCHEDULE
• Purchase Price of Services.  Subject to and upon the terms set forth in this Agreement, the Client agrees to pay to the Company for the Services in the following way (collectively herein as “Purchase Price”), to be made payable in a way consistent with this Agreement:
• ACCESS TO WEBSITE FOR COACHING ONLY: $597.00 (one time)
• SOFTWARE COST: $499.00/person plus tax

(The Software Cost is a recurring monthly payment, plus tax.  For the avoidance of doubt, tax is not included in the Purchase Price shown above)

The Purchase Price is subject to change over a period of time.  The Company may change, modify, or alter the Purchase Price at any time without notice to or consent from the Client.  In the event the Client does not wish to remit payment of a changed, modified, or altered Purchase Price, then the Client must notify the Company in writing within FIFTEEN (15) days in order to be eligible for a chargeback.  The Client understands and acknowledges that its failure to comply with this provision may result in the forfeiture of payment remitted.

• Methods of Payment. In satisfaction of the Purchase Price, the Client shall make payment, or cause payment to be made, prior to the rendering of the Services, unless mutually agreed upon otherwise by the Parties.  Any and all payments may be made by the Client to the Company by electronic transfer of funds from a third-party credit card processor provided by the Company, or by another mutually agreeable instrument or service.
• Credit Card Processor(s). The Client acknowledges and understands that the Company utilized third-party credit card processors to accept payment for the Services.  As such, the Client expressly agrees that the Company cannot guarantee the full protection of the Client’s personal and/or proprietary information that the Client provides to the credit card processor(s).  In the event that the Client incurs or sustains any damages, injuries, or harm as a result of the credit card processors’ activities or negligence, the Client shall hold harmless and indemnify the Company in all material respects.
• Refund Policy. In consideration and nature of the Services, any and all payments made by the Client to the Company shall be final.  For the avoidance of doubt, any and all payments made will not be subject to any refunds.  No circumstances shall permit the issuance of a refund, reimbursement, or return of funds of the Purchase Price to the Client.  The Client hereby explicitly understands, acknowledges and agrees to the refund policy maintained by the Company.
• In the event the Client pursues a successful chargeback for the cost if the Services, or a chargeback from the Company’s third-party software and/or platforms, the Client shall immediately lose access to any and all of the Services.  However, the Client may continue to communicate its referral code with third-parties without penalty.

1. DISCLAIMERS AND DISCLOSURES

• Compliance with Applicable Laws.  To the Company’s knowledge, the Company complies and is in compliance with all applicable regulatory agencies or organizations, and applicable laws pertaining to the regulation of investment and financial advising, and the investment and/or sale(s) of securities.
• EDUCATIONAL PURPOSES ONLY; NOT A “SPORTSBOOK” OR CASINO. The Company provides educational and coaches services only.  In no way shall the client expect or infer from the Services that any professional advise will be provided by the Company.  In no way does the Company represent or warrant that it is a “sportsbook” or registered or licensed casino.  The Client shall hold no expectation that the Company operates as a “sportsbook” or casino in any way whatsoever.
• Not a Registered Investment Advisor. The Company is not an investment advisor requiring registration pursuant to, or as defined in, 15 U.S.C. § 80b-3.  Further, the Company is not an entity that has elected to be regulated or is regulated as a business development company pursuant to 15 U.S.C. § 80a-53.  In no way shall the Company render the Services by engaging in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.
• Not an Investment Company. The Company is not an investment company requiring registration pursuant to, or as defined in, 15 U.S.C. § 80a-8 or 15 U.S.C. § 80a-3.  For the avoidance of doubt, the Company is not and does hold itself out as: (1) being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; (2) being engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (3) being engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.
• Not a Commodity Pool Operator; Simulated Performance. The Company is not a Commodity Pool Operator, Commodity Trading Advisor, or Principal thereof as defined by 17 C.F.R. § 1.3.  The Company utilizes hypothetical or simulated financial performance results in rendering the Services contemplated by this Agreement.  Any such use of hypothetical or simulated financial performance results, or any publication, distribution or broadcast of any report, letter, circular, memorandum, publication, writing, advertisement or other literature or advice, whether by electronic media or otherwise, including information provided via internet or e-mail, the texts of standardized oral presentations and of radio, television, seminar or similar mass media presentations, used in connection with the Services are in compliance with 17 C.F.R. § 4.41.  Although the Company is not a Commodity Pool Operator and is thus not required to include a disclaimer, the following disclaimer shall be placed on all educational and coaching materials for the protection and knowledge of the Client: “Some of these results are based on simulated or hypothetical performance results that have certain inherent limitations. Unlike the results shown in an actual performance record, some of these results do not represent actual placements or betting. Also, because not all of these placements and/or bets have not actually been executed, these results may have under-or over-compensated for the impact, if any, of certain factors. Simulated or hypothetical programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to these being shown.”
• Not a Broker; No Solicitation. The Company is not a registered broker and shall not provide any services, or cause such services to be provided, in the course of its performance of the obligations set forth by this Agreement.  In no way shall the Company’s rendering of the Services be construed as a solicitation or offer to buy or sell futures, options, or currencies, or any other security, or as a solicitation or offer to manage any funds, brokerage accounts, portfolios, or other reasonably related instruments.
• No Licensure Required. In accordance with the Section hereto and with applicable law, the Company, to its knowledge, is not required to maintain licensure, register to be licensed, or seek licensure for the purposes of providing the Services contemplated by this Agreement.
• General Disclaimer.  The Company does not guarantee the actual realization of financial or economic gain, the betterment of the Client’s financial wellbeing, or the achievement of the Client’s educational improvement from the Clients purchase of, and the Company’s rendering of, the Services contemplated by this Agreement.  For the avoidance of doubt, the Company does not make any representations whatsoever that the utilization of any strategy, system, or methodology will generate financial gain to the Client.  Any such strategy, system, or methodology can never be construed to generate positive results; no strategy, system, or methodology that guarantees positive results has never been created.  In no way shall the Services be construed to guarantee positive results related to Client’s personal investment practices, or the actual realization of financial or economic gain, or the betterment of the Client’s financial wellbeing.  For the avoidance of doubt, the Services contemplated by this Agreement are only educational, and shall only be construed as educational.  The Company’s use or demonstration of its past performance is not indicative of future results.  Furthermore, any results used as educational demonstrations are in no way indicative of future results and should only be considered as hypothetical.  In no way shall the Services be considered or construed as investment advice or investment management services.
• Risk of Substantial Loss. By purchasing the Services contemplated herein, the Client fully acknowledges and understands that there exists a substantial risk of financial loss associated with sports betting.  The Client is aware of, and hereby accepts, the risks commonly associated with sports betting, including without limitation debt, collection activities, and/or bankruptcy. Furthermore, the Client acknowledges and understands that the Company’s use or demonstration of its past performance is not indicative of future results.  Furthermore, any results used as educational demonstrations are in no way indicative of future results and should only be considered as hypothetical.
• Client’s Discretion. The Client fully acknowledges and understands that any and all information obtained from the Company’s rendering of the Services may be used by the Client, in its sole discretion, for the purposes of enhancing or improving their knowledge of, approach to, and/or creating independent strategies for generating alternate streams of individual income.  In no way shall the Services be considered investment or financial advice.  The Client is in no way obligated or required to implement the knowledge and/or strategies obtained from the Services.  For the avoidance of doubt, the Client maintains full discretion, by their own volition, in making personal investment or gambling decisions, and assumes any and all risks associated with the placement of bets.  None of the Services shall be construed to encourage the Client to follow any strategy, system, or methodology learned by the Company’s rendering of the Services.  In the event that the Client implements any strategy, system, or methodology learned from the Services, the Client assumes all risk whatsoever of any financial or other loss related to their discretionary and sole decision to implement such strategy, system, or methodology.  In the event that the Client seeks to purchase or solicit the products or services of any third-party, it shall remain the sole responsibility of the Client to perform due diligence and take verifying efforts of any claims of any third-party before purchasing.

1. CONFIDENTIALITY

• Confidential Information.  In furtherance of the terms of this Agreement, the Company may become familiar with or maintain Confidential Information (as defined herein) concerning the Client.  Therefore, the Company agrees as follows:
• Definition; Confidential Information. During the performance of this Agreement, the Company may receive or otherwise become aware of Confidential Information of the Client including, but not limited to, personal data, personal information, financial information, or other Confidential Information reasonably related to the Client. The Company agrees that all such knowledge, information, or other Confidential Information acquired, and the existence of such, are and will be the confidential and proprietary information of the Client (collectively “Confidential Information”).  Confidential Information will not include, however, any information which: (i) becomes a matter of public knowledge through no fault of the Company; (ii) is rightfully received by the Company from a third party without restriction on disclosure; (iii) is independently developed by the Company without the use of the Confidential Information; (iv) is rightfully in the possession of the Company prior to its disclosure by or on behalf of the Client; or (v) is disclosed pursuant to a valid order of a court or authorized government agency, provided that the Company has given the Client an opportunity to defend, limit or protect such disclosure.
• Non-Disclosure of Confidential Information. Upon the Company’s acquiescence of the Client’s Confidential Information, the Company shall take reasonable measure to safeguard and ensure that such Confidential Information is not disclosed to unauthorized persons, entities, or other third-parties without the prior written consent of the Client.  For the avoidance of doubt, the Company agrees, during and after the performance of this Agreement, to hold all such Confidential Information in strict confidence, and not to disclose it to others or use it in any way, commercially or otherwise, except in performing the services contemplated herein, and only to disclose it to employees or agents of the Company only on a need-to know basis. The Company agrees to take all reasonable and necessary steps to maintain the secrecy and confidentiality of such Confidential Information and prevent the disclosure and improper use of Confidential Information.

1. DATA AND PRIVACY

• Ownership of Data. The Client shall retain all of its right, title and interest in and to its personal information provided to the Company (i.e. the “Client Data”). The Company shall not use (except as necessary to perform the Services), disclose, transfer or provide any Client Data without the Client’s prior approval. Upon The Client’s reasonable request, the Company shall execute any documents (or take any other actions) as may be necessary, or as the Client may request, to enforce its rights in the Client Data. The Company shall limit the disclosure of any the Client Data to only those Company personnel and who have been advised of the confidential and proprietary nature of such and who have acknowledged the obligation to maintain the confidentiality of the Client Data. In the event the Client takes legal action against the Company, the Company reserves the right to disclose such Client Data as is necessary to protect the Company’s interests and the Company’s Business.
• Third-Party Client Data. The Client understands and acknowledges that the Company utilizes third-party software and/or platforms to administer the Services.  As such, the Client agrees that any and all information provided to such third-party software and/or platforms shall be governed by the data and privacy policies of the those third-party software and/or platforms.  The Client agrees that the Company can in no way guarantee the safety of such Client Data that is possessed by any of the Company’s third-party software and/or platforms.  The Client agrees that it shall seek resolution to any inquiry regarding the Client Data possess by any third-party software and/or platform only from the company(ies) or party(ies) owning the third-party software and/or platforms.
• Correction of Errors. The Company shall promptly correct any errors or inaccuracies in the Client Data that are created by the Company, at no additional cost or expense to the Client except to the extent that such errors or inaccuracies were created by the Company working under the direction of the Client. The Company shall inform the Client of any such corrections.
• Provision and Return of Data. Upon the Client’s reasonable request, the Company shall promptly: (1) provide or return the Client Data, or requested portion thereof, to the Client; and (2) destroy or erase the Client Data, or requested portion thereof, in the Company’s possession unless inconsistent with the terms herein. Upon any confirmation of destruction or erasure of the Client Data, the Client understands and acknowledges that the Company shall no longer be able to provide to the Client any of the Client Data.
• Data Security and Computer Access. The roles and responsibilities of the Parties with respect to the security and control of the Client Data shall be that of Article V above. The Company shall modify the Services to comply with any changes to applicable law. If the Company discovers or is notified of a failure to comply with such applicable law with respect to data privacy or security, or of a breach or attempted breach of the Client’s information security, the Company shall within a reasonable time: (1) notify the Client; and (2) if the Company was responsible for the failure, breach or attempted breach, (a) investigate and cure such failure, breach or attempted breach and (b) provide satisfactory assurance to the Client that such failure, breach or attempted breach will not recur.
• Privacy and Personal Data. The Company acknowledges that in providing the Services the Company will process the Client Data (including personal data) that is subject to the Data Protection Laws. Accordingly, with respect to any of the Client Data, the Company shall:
• Not use, disclose, transfer or process such Client Data for any other purpose, unless the Client takes legal action against the Company, or the Company is required to disclose such Client Data by a governing authority;
• Treat all Client Data as the Confidential Information of the Client;
• Implement reasonable technical and organizational measures designed to protect Client Data against accidental or unlawful destruction or accidental loss or alteration, or unauthorized disclosure or access and against all other unlawful forms of processing.
• Notify the Client within a reasonable amount of time upon learning of any breach or potential breach of the security of the Client Data, or any unlawful or unauthorized uses or disclosures of Client Data (collectively, a “Data Security Event“) and investigate and cure such Data Security Event; provided, however, that to the extent such Data Security Event is not a result of the Company’s breach of its obligations under this Agreement;
• Notify the Client within a reasonable amount of time in writing if the Company becomes unable to perform its obligations with respect to the processing of the Client Data hereunder;
• Comply with the provisions of this Agreement and the reasonable instructions of the Client to return, store or destroy or erase the Client Data;
• (a) Comply with the Data Protection Laws applicable to the Company in connection with the performance of the Services; (b) not take, or omit to take, any action that the Company knows would cause the Client to contravene any Data Protection Law; and
• Limit access to and possession of the Client Data only to authorized parties of the Company whose responsibilities under this Agreement reasonably require such access or possession.
• Term and Termination.  The term of this Agreement shall begin on the Effective Date, and shall terminate at the conclusion of the rendering of the Services, unless either Party seeks to terminate this Agreement prior to the effective termination date by the terms set forth by this Agreement.  Termination prior to the conclusion of the Services may result in the Client’s forfeiture of any claim to refunds and/or chargebacks.
• Method of Termination. This Agreement may only be terminated by the written mutual consent of the Parties.
• Termination Rights.  Each Party’s right of termination under this Agreement is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies, nor shall an exercise of termination rights entitle the Client to a refund of the Purchase Price. If this Agreement is terminated pursuant to this Article, all further obligations of the Parties under this Agreement will terminate.  Any such termination by the Client shall not give rise or permission for any refund of the Purchase Price, and the Company shall retain the Purchase Price as liquidated damages.  Any such termination by the Company shall only give rise to legal action upon the Company’s engagement in grossly negligent, willful or wanton conduct.
• GENERAL PROVISIONS
• Authority to Enter.  The Parties herein represent that both have the authority to enter into this Agreement.
• Reservation of Rights. The Company reserves the right to alter, modify, or amend the contents of the Services contemplated by this Agreement without any notice to or approval of the Client.  Further, the Company reserves all rights not explicitly granted or limited herein by this Agreement.
• The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
• Assignment and Delegation. Company may assign Company’s rights or transfer Company’s obligations or subcontract or delegate any responsibility under this Agreement either in whole or in part to any third party without the prior written consent of Client.  In circumstances in which Company subcontracts or delegates part of the services to a third party, Company shall remain fully responsible for acts and omissions of such third party.
• Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.  Company may assign or delegate its rights or obligations as expressly provided by the terms set forth in this Agreement, without the prior written consent of Client.
• Governing Law; Waiver of Jury Trial. This Agreement will be governed, construed and enforced in accordance with the Laws of the State of New York, without regard to conflicts of laws principles. Any legal suit, action or proceeding arising out of or based on this Agreement must be instituted in the courts of the State of New York, and in each case located in New York County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO JURY TRIAL AND SHALL RESORT ONLY TO THE ALTERNATIVE DISPUTE RESOLUTION OPTIONS AS DESCRIBED HEREABOVE.
• To the fullest extent permitted by Applicable Laws, the Client will defend, indemnify, and hold the Company harmless from and against all damages, penalties, costs, attorneys’ fees, and any monetary liability whatsoever (herein as “Costs”) arising out of or resulting from the following: (a) any action by a third party of any nature including actions for financial loss, property damage, bodily injury or death, that is based upon any negligent or fraudulent act or omission or willful misconduct of the Company; (b) any action based upon any negligent act or omission arising out of the Company being on the Company’s premises; or (c) any other claim caused in whole or in part due to the breach of this Agreement by Company and/or any negligent or fraudulent act or omission of Company or any of its officers, agents or employees. Notwithstanding the foregoing, nothing herein shall be construed to require the Company to indemnify the Client for costs to the extent resulting from Company’s own negligence, fraud, or willful misconduct.
• Entire Agreement. Except for any pre-existing agreements between the Parties, which shall remain in full force and effect, this Agreement, or other documents agreed between the Parties to form part of this Agreement, constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof; provided, however, that any pre-existing agreements executed by the Parties, or by one party in favor of the other, shall remain in full force and effect.
• Limited Liability. In no event shall the Company or its affiliates, directors, officers, employees, or agents be liable to the Client for any consequential, indirect, punitive, incidental or special damages, including lost profits or monies, whether foreseeable or unforeseeable (and whether or not that party has been advised of the possibility thereof), arising from the provision of the Services contemplated herein, or arising from any cause of action whatsoever, including those based upon contract, warranty, strict liability or negligence, related to this Agreement or any breach hereof.
• Non-Exclusive; No Relationship. Nothing in this Agreement shall require the Client to use exclusively the Services provided by the Company. Nothing in this Agreement shall be deemed to create a partnership, agency relationship, employee, or fiduciary relationship between Company and Client or be deemed to authorize either party to incur any liabilities or obligations on behalf of or in the name of the other.
• Any notice pertaining to the Agreement shall be in writing and delivered to the relevant Party, at the addresses indicated herein, by email correspondence, to the Company or to the Client, as appropriate, at their respective addresses appearing in this Agreement. Either party may change the person(s) and/or the address(es) to which such notices are to be addressed by giving each other notice in this manner.

If to the Company                                                       If to the Client

ATTN: Client Assistance Unit                                    To the name and address provided

Smart Bets Coaching LLC                                         by the Client in a way consistent

Via the Company’s online portal                           with this Agreement.

• If any term or provision of this Agreement is invalid, illegal, or unenforceable, in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination by the Company that any term or other provision is invalid, illegal, or unenforceable, the Company shall, in good faith, modify this Agreement so as to effect the original intent of the Company to provide the Services in way consistent with applicable law.
• This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and together shall constitute the same document. Facsimile signatures and electronic signatures, or electronic selection of an acceptance of the terms of this Agreement shall be effective in all respects.
• Force Majeure. The Company shall be excused from any delay in performance or for nonperformance of any of the terms and conditions of this Agreement caused by any Force Majeure event, for a reasonable time thereafter its occurrence.
• Definition; Force Majeure. “Force Majeure” shall mean strikes, labor disputes, freight embargoes, interruption or failure in the Internet, telephone or other telecommunications service or related equipment, material interruption in the mail service or other means of communication within the United States, if the a party shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, acts of God, outbreak or material escalation of hostilities or civil disturbances, national emergency or war (whether or not declared), or other calamity or crises including a terrorist act or acts affecting the United States, future laws, rules, regulations or acts of any government (including any orders, rules or regulations issued by any official or agency of such government), or any cause beyond the reasonable control of a Party.

IN WITNESS WHEREOF, the Parties have agreed to and executed this Agreement on the day and year first electronically accepted by the Client.