TERMS AND CONDITIONS OF USE

www.challengebuilder.com

The Terms and Conditions of Use ( “Terms of Use”) set forth herein are legally binding terms and restrictions governing the use by users (“Users,” “you,” or “your”) of the website located at www.challengebuilder.com (“Website”) and all of the content, applications, and services offered from time to time by, on, or through the Website (collectively, the Website and all of its content, applications, products, and services offered from time to time are referred to herein as “Services”). The Website and Services are owned by Challenge Builder, LLC, a Missouri limited liability company (“Challenge Builder,” “us,” “we,” or “our”). By accessing, visiting, and/or using the Website and regardless of whether you have registered as a user of the website, you agree to be legally bound by these Terms of Use, our Privacy Policy located at http://www.challengebuilder.com/privacypolicy.html, our DMCA copyright policy located at http://www.challengebuilder.com/copyright.html and any and all other policies that are contained on the Website, each of which is incorporated herein by reference. If you do not agree to these Terms of Use, do not access, visit, or use this Website.

BY ACCESSING, VISITING AND/OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND THE OTHER POLICIES INCORPORATED HEREIN. FURTHERMORE, YOU ACKNOWLEDGE THAT THESE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT THAT CAN BE ENFORCED AGAINST YOU BY CHALLENGE BUILDER.

  1. Description of Services; Acceptance of Terms of Use. The Website allows Users who establish a User account and log in to the Website to create, manage, and/or participate in online challenges that may be related to various topics (“Challenges”). Users that create a Challenge may be referred to herein as a “Challenge Organizer”. Users that participate in a Challenge may be referred to herein as a “Challenge Participant”.

    Before accessing, visiting, or using the Website, you must read and accept all of the terms and conditions contained herein. Each person that uses the Services in any way (a) must be eighteen (18) years of age or older or an emancipated minor and (b) fully able and competent to enter into and abide by these Terms of Use. Notwithstanding the previous sentence, the Website is not designed for individuals under the age of 13. Therefore, you hereby affirm that you are 13 years of age or older. IF YOU ARE UNDER THE AGE OF 13, DO NOT USE THE SERVICES AND/OR VISIT THE WEBSITE.

    Each use of the Services by you in any way constitutes your acceptance of these Terms of Use (including any posted guidelines, rules, policies, or codes of conduct), which may be revised by Challenge Builder from time to time.

  2. Login Information. Users must establish a User account and log in to the Website in order to create, manage or participate in Challenges or use any other interactive features available on the Website. You will log in to your Challenge Builder User account using your user name and password associated with an existing account that you maintain with one of our OAuth service providers as designated from time to time on our Website (E.g., Users may access their Challenge Builder account using their Facebook user name and password.). You acknowledge and agree that you will be responsible for each and every access or use of Challenge Builders’ Website with such user name and password, and that Challenge Builder is authorized to accept such user name and password as conclusive evidence that you wish to use the Website and Services, including, without limitation, to create and join Challenges, and upload any Uploaded Material (as defined below) into the Website pursuant to these Terms of Use. Challenge Builder shall have no liability or responsibility to monitor the use of your user name and password.

  3. Grant of Right to Use Services. Provided that you remain in compliance with all terms and conditions hereof, Challenge Builder grants to you a revocable, non-exclusive, non-transferable, non- sublicensable license to use the applicable Services offered from time to time at its Website in the United States. All other rights in and to the Website and Services, including, without limitation, all Challenge Builder Intellectual Property (defined below), including any goodwill associated therewith, are retained by Challenge Builder.

  4. Permitted and Prohibited Uses. You may ONLY use the Services to create, manage, and/or participate in Challenges in accordance with these Terms of Use. You may NOT: (a) modify, disassemble, reverse engineer, decompile, or make any attempt in any fashion to obtain the source code for the Services (or attempt to do any of the foregoing); (b) attempt to access or use portions of the Services, or its related systems or networks, for which you have not acquired a license, or (c) except as specifically authorized herein, copy, publish, distribute, license, sublicense, or transfer any portion of the Services. No User may delete or remove any copyright notices, trademark notices, or other security mechanisms or devices contained in or on the Services. In addition to the foregoing, the Website and Services may not be used for any unlawful purpose, including, without limitation, for or in connection with any form of gambling, betting, or wagering, or the promotion of gambling, betting, or wagering.

  5. Your Responsibility for Uploaded Material. By uploading any information or material to the Website (collectively, any information or material you upload to the Website, including, without limitation, all text, copy, logos, graphics, videos, and pictures, are referred to herein as the “Uploaded Material”), you are representing to Challenge Builder that you have the right, including the consent of any third party when applicable, to use that Uploaded Material in the manner expected when it is uploaded and that such Uploaded Material is accurate, complete, not misleading, and is only being uploaded for lawful purposes. You may not use the Services (or any components of such Services) to display or otherwise use any material, content, software, or information that contains any of the following, in each case as determined by Challenge Builder in its sole discretion: (a) material that violates local, state, federal, or international laws; (b) any material that violates or infringes in any way the rights, including copyrights, trademark rights, or other intellectual property rights, of Challenge Builder or any third party; (c) hate propaganda; (d) fraudulent material or fraudulent activity; (e) any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate; (f) any material that promotes, encourages, or provides instructional information about illegal activities; (g) any software, information, or other material that contains a virus, “Trojan Horse,” or corrupted data; (h) any material that misrepresents your identity or affiliation with any person or that gives the impression that such material emanates from Challenge Builder; or (i) material that advertises or promotes any website, business, or entity that offers or provides services or products that are similar to or competitive with the business of Challenge Builder or the Website.

  6. Challenge Builder’s Disclaimer and Rights Regarding Uploaded Material. Challenge Builder does not and cannot review all Uploaded Material and is not responsible for the content, accuracy, completeness, quality, or consequences of your uploading any Uploaded Material to the Website for use with respect to the Services or otherwise. Notwithstanding the foregoing, Challenge Builder reserves the right, without prior notice to or authorization from you, to delete, remove, refuse to accept, or edit all Uploaded Material that it determines, in its sole discretion, violates or may violate these Terms of Use, the intellectual or proprietary rights of any person or entity, any of Challenge Builder’s policies or is otherwise unacceptable to Challenge Builder for any reason. Challenge Builder shall have the right, but not the obligation, to correct any errors or omissions in any Uploaded Material, as it determines in its sole discretion.

  7. Grant of Limited License to Use Uploaded Material. By uploading any Uploaded Material on the Website, you hereby grant to Challenge Builder a non-exclusive, sublicensable, worldwide license to use such Uploaded Material in order for Challenge Builder to administer and provide the Services to you and other Users and to promote the Website. The license you provide to Challenge Builder is sublicensable so that Challenge Builder is able to use its licensees, affiliates, and partners to provide services necessary for the provision of its Services.

  8. Fees and Payment. You agree to pay Challenge Builder for its Services in accordance with the fee schedule posted on Challenge Builder’s Website from time to time (the “Fee Schedule”). A one- time fee may be required to create and manage a single Challenge based on the features included in such Challenge, as described on the Fee Schedule. Payment of a monthly subscription fee will give Users the right to create and manage an unlimited number of Challenges during any consecutive thirty (30) day period for which such subscription fee has been paid in full, provided that only a finite number (as such number is provided on the Fee Schedule at the time of payment) of Challenges may be active simultaneously during such time period. Monthly subscription payments are payable in advance of the provision of any Services that are to be provided to monthly subscribers (i.e., for the upcoming month of service). If your monthly subscription is terminated by Challenge Builder in accordance with these Terms of Use, or if you cancel your subscription or fail to timely pay amounts due and owing to Challenge Builder (including advance payment of any applicable monthly subscription fees), effective immediately, any active Challenges for which you are the Challenge Organizer will be disabled and all rights associated with your cancelled or terminated subscription will cease, including, without limitation, your ability to edit or modify the Challenge, to score the Challenge and to communicate with Challenge Participants as the Challenge Organizer. All fees paid are final and non-refundable. Challenge Participants shall not be charged any fee or be required to provide any consideration to join and/or participate in a Challenge and any promotional materials or rules uploaded to the Website or otherwise distributed by a Challenge Organizer must conspicuously state that no purchase or other consideration is required to participate in his, her or its Challenge. All fees payable to Challenge Builder for its Services must be paid through PayPal; Challenge Builder will not directly collect or store any payment information. Accordingly, you hereby authorize Challenge Builder to initiate charges on your PayPal account which you submit to Challenge Builder for any and all amounts owing to Challenge Builder under this Agreement. The authorization provided in the preceding sentence shall remain in effect until Challenge Builder receives written notice that you have revoked such authorization.

  9. Challenge Builder’s Intellectual Property Rights and Use. You agree and understand that the Website, the Challenge Builder trade name, and any logos, trademarks, and service marks associated with the Challenge Builder Website (collectively with the Challenge Builder trade name, the “Challenge Builder Marks”), the site name, and all graphic designs, style templates, icons, HTML code, programming code, and other graphic elements incorporated therein, and all right, title, and interest in and to any other intellectual property or proprietary rights, including without limitation all inventions, copyrights, trade secrets, patents, and know-how relating to or comprising the design, function, or operation of the Services, including the Website (collectively, the “Challenge Builder Intellectual Property”), shall be owned exclusively by Challenge Builder. Challenge Builder owns a copyright in the selection, coordination, arrangement, and enhancement of all content included on the Website, as well as any content on the Website that is original to Challenge Builder. You shall have no right, title, or interest in or to the Challenge Builder Intellectual Property and, subject to the limited license granted to you in Section 3 above, you shall have no right to use such Challenge Builder Intellectual Property for any purpose. You may not use the Challenge Builder Marks in any corporate name or in any domain name.

  10. Privacy Policy; Limited Authorization to Use and Disclose Your Information. You hereby acknowledge that Challenge Builder intends to and will collect, retain, and disclose information and data collected from you in accordance with Challenge Builder’s Privacy Policy located on its Website at http://www.challengebuilder.com/privacypolicy.html from time to time (the “Privacy Policy”). You hereby consent, as a condition of your use of the Services, to the collection, use, processing, and transfer of your information as described in these Terms of Use and the Privacy Policy. Except as otherwise expressly stated in the Privacy Policy, Challenge Builder agrees to use individualized information only for internal purposes; however, Challenge Builder may provide to other Users or third parties individual User information in an aggregate form with the information of other Users, but only in such a way that an individual User’s privacy is protected. While Challenge Builder uses commercially reasonable efforts to safeguard your data transmitted while using the Services, Challenge Builder does not warrant that the data will be transported without unauthorized interception or modification or that the data will not be accessed or compromised by unauthorized third parties.

  11. User Disputes. You are solely responsible for your communications and interactions with other Users of the Services. Challenge Builder reserves the right, but has not duty or obligation, to monitor disputes between its Users. Challenge Builder is not liable for any loss or damage resulting from disputes, communications or interactions between its Users.

  12. Fundraiser Challenges. Challenge Organizers will have the ability to create Challenges with the purpose of raising donations for charity (“Fundraiser Challenges”). Users that participate in a Fundraiser Challenge will have the option, but shall not be required as a condition to participation, to donate money to a charitable organization. Any promotional materials and rules uploaded to the Website or otherwise distributed by a Fundraiser Challenge Organizer must conspicuously disclose that donations are optional and are not mandatory as a condition to participation. Fundraiser Challenges may be structured to allow (i) donations to a charity of each Challenge Participant’s choice, (ii) donations to the charity designated in advance by the Challenge Organizer or (iii) donations to the charity chosen by the winner of the Fundraiser Challenge. All donations will be processed and distributed by Network for Good. You acknowledge and understand that Network for Good will deduct a transaction fee from your donation before it is processed. You agree that any donation made as part of a Fundraiser Challenge is a transaction solely between you and Network for Good. Accordingly, you agree that Challenge Builder has no liability, obligation or responsibility with respect to the processing, including for any correspondence or information relating to any payment transaction, or the distribution of such donations. You represent and warrant to Challenge Builder that any Fundraiser Challenge for which you serve as Challenge Organizer is and will at all times be maintained in full compliance with all applicable laws, including, without limitation, commercial co- venture laws.

  13. Challenge Sponsor and Fulfillment. The Challenge Organizer shall at all times be the sole sponsor of a Challenge. You acknowledge and agree that under no circumstances will Challenge Builder be deemed to be a co-sponsor of any Challenge. You further acknowledge and agree that Challenge Builder shall have no liability or obligation to you with respect to fulfillment or award of any prize that may be made available to Challenge Participants unless and solely to the extent expressly provided otherwise in a written agreement between you and Challenge Builder (i.e., an agreement pursuant to which Challenge Builder has agreed to act as a fulfillment company with respect to a specific Challenge for which you are the Challenge Organizer). You further acknowledge and agree that the Challenge Organizer is solely liable and responsible for the compliance with all applicable sweepstakes and promotions laws with respect to Challenges created and managed by such Challenge Organizer and, to the extent you are a Challenge Organizer, you represent and warrant that your Challenge is in full compliance with all applicable laws.

  14. No Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, INCLUDING NON-INFRINGEMENT OF COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, OR ANY WARRANTY ARISING

    FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CHALLENGE BUILDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY ACKNOWLEDGE THAT THE SERVICES ARE COMPUTER-NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO UNAVAILABILITY, OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES, AND DELAY OCCURRENCES. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE SERVICES OR THAT THEY WILL SATISFY YOUR NEEDS.

  15. Limitation on Liability. Challenge Builder and its owners, officers, employees, agents, licensees, and affiliates (collectively the “Challenge Builder Parties”) shall not be liable to you or any other person for any indirect, incidental, special, or consequential damages whatsoever that you or any other person suffer or incur, including but not limited to loss of revenue or profit, lost or damaged data, or other commercial or economic loss, even if the Challenge Builder Party has been advised of the possibility of such damages or they are foreseeable. The maximum aggregate liability that all of the Challenge Builder Parties shall have to you under these Terms of Use shall not exceed the fees actually paid by you to Challenge Builder for the Services. The limitations of liability under this Section will survive termination of these Terms of Use for any reason. In states that do not allow some or all of the above limitations, liability shall be limited to the greatest extent permitted by applicable law.

  16. Your Representations and Warranties. You hereby represent and warrant that: (a) you are 18 years of age or older; (b) this Agreement constitutes a legal, valid, and binding obligation, enforceable against you in accordance with its terms; (c) all information and Uploaded Material you provide to Challenge Builder or its respective agents is true, accurate, and complete in all material respects; and (d) you are authorized and licensed to provide Challenge Builder such Uploaded Material. Further, you hereby represent and warrant that any and all of your use of the SERVICES will be in compliance with these Terms of Use and any additional guidelines and policies implemented by Challenge Builder from time to time and posted on its Website and all applicable laws, policies, guidelines, regulations, ordinances and rules. Your representations and warranties under this Section will survive termination of these Terms of Use for any reason.

  17. Indemnification. You hereby agree to indemnify, defend, and hold harmless the Challenge Builder Parties from and against any and all causes of action, claims, costs, damages, losses, and expenses, including, without limitation, reasonable attorneys’ fees, arising from or as a result of: (a) your breach of any representation, warranty, covenant, or obligation in these Terms of Use; (b) any violation by you of any laws or regulations applicable to you, your business, or your use of the Services; and (c) your purchase and use of the Services. Your indemnification obligations under this Section will survive termination of these Terms of Use for any reason.

  18. Third-Party Tools and Websites. The Website contains live “links” to other website addresses and resources and utilizes various integrated third-party tools (collectively, the “Third-Party Tools”). These Third-Party Tools are for convenience purposes only, and the inclusion does not imply that Challenge Builder endorses these tools. Such Third-Party Tools contain information created, published, maintained, or otherwise posted by institutions or organizations independent of Challenge Builder. Challenge Builder does not guarantee the accuracy, completeness, timeliness, or quality of information available from the Third-Party Tools. Use of any information from any Third-Party Tools is voluntary, and reliance on it should be undertaken only after an independent review of its accuracy, completeness, timeliness, and quality. Challenge Builder shall not be liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by, or in connection with, the use of, or the reliance upon, any information, content, goods, or services available on or through any Third-Party Tools, including resources linked to this Website. In addition to the foregoing uses of Third-Party Tools, Challenge Builder may from time to time provide to Users the ability to host Challenges on third-party websites. Should a User choose to host a

    Challenge on a third-party website, Challenge Builder shall in no way be responsible for such User’s compliance with any rules, regulations, or policies imposed by such third-party websites. Users shall be solely and completely responsible for ensuring compliance with any third-party website rules, regulations, and policies.

  19. Internet Software or Computer Viruses. Internet software or transmission problems may produce inaccurate or incomplete copies of information contained on this Website. Computer viruses and other destructive computer code may also be inadvertently downloaded from this Website. Challenge Builder shall not be responsible or liable for any software, computer viruses, or other computer code that may adversely impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Website, or your downloading of any material as permitted by these Terms of Use. Challenge Builder recommends that you install appropriate anti-virus or other protective software.

  20. Term; Survival of Provisions. These Terms of Use will terminate upon the completion of Services to you. Without limiting the generality of the foregoing, these Terms of Use and license granted to you herein shall immediately terminate if you fail to comply with any of the terms or conditions hereof. Upon termination for any reason, you will immediately cease using the Services. None of the Challenge Builder Parties has any duty to reimburse you for any fees paid for the Services before the date of termination. All disclaimers of warranties, limitations of liability, assumptions, indemnification obligations, governing law, and dispute-resolution provisions, or any other provisions that by their nature would be deemed to survive, shall survive termination of these Terms of Use for any reason.

  21. Force Majeure. Challenge Builder shall not be liable for failure to deliver or delay in performance where such failure to deliver or delay is due, in whole or in part, to any cause beyond Challenge Builder’s reasonable control. Further, Challenge Builder will not have any liability for any loss caused by any interruption of telecommunications, utility, Internet-hosting, or network-provider services, software viruses, any software or technology designed to disrupt or delay the Services, act of God, strike or other labor shortage or disturbance, fire, accident, war, terrorist act or civil disturbance, failure of normal sources of supply, act of government, or any other cause beyond the reasonable control of Challenge Builder. In the event of such delay, the time for performance shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  22. Governing Law; Venue. These Terms of Use are deemed to have been entered into and the Services are deemed to have been provided in the State of Missouri. Accordingly, interpretation and enforcement of these Terms of Use will be governed by the laws of the State of Missouri, excluding its choice-of-law rules. You hereby consent to personal jurisdiction in the United States District Court for the Western District of Missouri and the state courts of Jackson County, Missouri for any action arising out of or related in any way to these Terms of Use or relating to your use of the Services (or any component of such Services).

  23. Complete Agreement; Amendments. These Terms of Use constitute the complete agreement between the parties with respect to your use of the Website and the Services. You acknowledge that no promises, representations, inducements, agreements, or warranties, other than those set forth in these Terms of Use, have been made to induce you to accept these Terms of Use. YOU MAY NOT AMEND THESE TERMS OF USE EXCEPT WITH THE WRITTEN CONSENT OF CHALLENGE BUILDER. CHALLENGE BUILDER MAY AMEND THESE TERMS OF USE BY POSTING THE AMENDMENT TO THE WEBSITE AND SUCH AMENDMENTS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING THE CHANGES TO THE WEBSITE. By using and/or visiting the Website after any and all amendments, you accept and agree to be bound by the amendments to these Terms of Use. You should review the Terms of Use from time to time to ensure that your use of the Services is in compliance with these Terms of Use. IF YOU DO NOT AGREE TO ANY AMENDMENT TO THESE TERMS OF USE,

    YOU MUST IMMEDIATELY CEASE USE OF THE SERVICES AND/OR VISITING THE WEBSITE.

  24. Assignment; Sublicensing. You may not assign, sublicense, lease, or otherwise transfer any of the Services to, or permit their use by, any other person without Challenge Builder’s prior written consent, in each instance. Challenge Builder may assign these Terms of Use to any other party without your consent.

  25. Waiver. Challenge Builder’s waiver of any condition or covenant of these Terms of Use, or its failure to exercise a right or remedy available to it, shall not constitute a further waiver of the same or any other condition, covenant, right, or remedy.

  26. Enforceability. If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and such other provisions shall be interpreted and construed as if the invalid, illegal, or unenforceable provisions had never been contained herein.

  27. Attorneys’ Fees. In addition to any other right or remedy provided to Challenge Builder in these Terms of Use, if Challenge Builder prevails against you, in whole or in part, in any action to enforce the provisions of these Terms of Use, whether for injunctive relief or damages or both, then in addition to all other damages or relief, Challenge Builder shall be also entitled to recover from you the costs and expenses incurred in the successful pursuit of such action or portion thereof, including reasonable attorneys’ fees.

    BY AGREEING TO BE BOUND BY THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN AND HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE BEFORE AGREEING TO THE PROVISIONS HEREOF. FURTHER, IF YOU ARE ACTING ON BEHALF OF ANY OTHER PERSON, YOU ACKNOWLEDGE THAT YOU ARE DULY AUTHORIZED TO BIND SUCH PERSON TO THE PROVISIONS HEREOF.