REEPLAYER SUBSCRIPTION AGREEMENT

Effective Date: May 28, 2021

CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS REEPLAYER SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”). BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT,” OR PROCEEDING WITH THE USE OF ANY REEPLAYER HARDWARE PURCHASED HEREUNDER, AND/OR INSTALLING AND/OR ACCESSING OR USE OF ANY REEPLAYER MOBILE APPLICATION SOFTWARE AND/OR REEPLAYER’S ONLINE WEB PLATFORM (COLLECTIVELY, THE “REEPLAYER ECOSYSTEM”), OR ANY PART THEREOF, AS AN AUTHORIZED REPRESENTATIVE OF THE ENTITY NAMED ON THE APPLICABLE ORDER FORM (“SUBSCRIBER” or “YOU”) ON WHOSE BEHALF YOU ACCESS AND/OR USE THE REEPLAYER ECOSYSTEM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH REEPLAYER, INC., A DELAWARE CORPORATION (“REEPLAYER”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE REEPLAYER ECOSYSTEM (OR ANY PART THEREOF).

Your Reeplayer Subscription (the "Subscription") is governed by this Reeplayer Subscription “Agreement.” The following points are particularly important:

• Your Subscription automatically renews and you will be charged a Fee until cancelled by You or terminated by Us. The Fee is disclosed prior to purchase and confirmed via email following the purchase of any Reeplayer Subscription.
• You may cancel Your Subscription at any time as described in Section 5, effective at the end of the billing period. You will be allowed access to all the Subscription benefits until your cancellation or termination is effective and no refund shall be issued. Upon cancellation or termination, You must return any and all bailed Hardware immediately in order to effectively close Your Account.
• Reeplayer reserves the right to terminate Your Subscription for violation of these terms of this Agreement, as well as other such terms and conditions of agreements incorporated within.
• Offers may be subject to additional limitations, which will be presented to You at the time of offer.

This Subscription Agreement (which includes the other documents referenced below) constitutes a legal agreement between You and Reeplayer, Inc., which You agree to whenever You sign up for a Subscription Term. The Reeplayer Privacy Policy and the Reeplayer Terms and Conditions, which You agreed to when You registered Your Account, also apply to Your Subscription and are incorporated by reference as part of this Subscription Agreement.

Section 1. Definitions

1. “Authorized Users” means agents of Subscriber who are authorized to use the Reeplayer Ecosystem, solely for Subscriber’s internal consumer purposes, subject to the applicable Usage Parameters, and otherwise in compliance with this Agreement.
2. “Confidential Information” means all non-public information that the party disclosing the information designates at the time of disclosure as being confidential, or if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the disclosing party to the receiving party within thirty (30) days, or which, under the circumstances surrounding disclosure, the receiving party knows or has reason to know should be treated as confidential without the need to be marked as “confidential,” including, without limitation, the terms and conditions of this Agreement, and information regarding either party’s financial condition, business opportunities, plans for development of future Firmware or Software or new versions of existing Firmware or Software or Hardware, know-how, technology, or customers.
3. “Documentation” means the written or electronic user manuals and documentation for the Software and/or Firmware and/or Hardware made available by Reeplayer to Subscriber and its Authorized Users hereunder.
4. “Effective Date” is the date you sign up for the Subscription as further identified and defined on Your Order Form.
5. “Firmware” means Reeplayer’s proprietary computer software programs installed on or embedded in the Hardware provided hereunder, in machine-readable form only.
6. “Hardware” means any and all physical hardware included in a Subscription package (i.e. Reeplayers or Reeplayer Camera) that is owned by Reeplayer (e.g. Bailor) and is bailed to Subscriber hereunder during the Subscription Term.
7. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, moral rights, rights of priority and any other intellectual property right recognized in any country or jurisdiction in the world.
8. “Order Form” means any material representation of substantive terms entered into between Reeplayer and the purchasing Subscriber in regards to bailment of the Reeplayer Hardware and license to access the remainder of the Reeplayer Ecosystem, which are generally produced at the completion of the sign-up and payment processes.
9. Reeplayer “App” means Reeplayer’s proprietary iOS and Android software mobile applications that are to be used in conjunction with the Hardware to access the data automatically recorded on the Hardware, and any and all modified, updated, or enhanced versions thereof, that Reeplayer may provide to Subscriber or its Authorized Users under this Agreement.
10. Reeplayer “Platform” or Reeplayer “Web Platform” means Reeplayer’s proprietary online software platform, and any and all modified, updated, or enhanced versions thereof, that Reeplayer may provide to Subscriber or its Authorized Users under this Agreement.
11. “Reeplayer Ecosystem” means the Hardware, the Firmware, and/or the Software specified in these definitions and reincorporated throughout this Agreement.
12. “Software” means any Reeplayer mobile application and/or Reeplayer’s online web platform; e.g., the digital part of the Reeplayer Ecosystem.
13. “Subscription” means a subscription license purchased by Subscriber to have and maintain access and use of the Reeplayer Ecosystem, to be the bailee of Reeplayer’s Hardware, and receive Support during the applicable Subscription Term, as further specified throughout this Agreement and perhaps on an applicable Order Form.
14. “Subscription Term” means the subscription term for Subscriber’s access and use of the Reeplayer Ecosystem set forth on the applicable Order Form.
15. “Support” has the meaning given to such term in Section 4.7.
16. “Usage Parameters” means the maximum amount of data that Subscriber may use, take up, consume, etc., within the Reeplayer Ecosystem, the number of Authorized Users, and any other parameters specified in the Documentation, Order Form, or any future notice in writing by Reeplayer regarding the scope of use of the Reeplayer Ecosystem by Subscriber or its Authorized Users.
17. “We,” “Us,” “Our,” the “Company” and “Reeplayer” means Reeplayer, Inc.
18. “You” and “Your” means the person who purchased this Subscription; i.e., Subscriber and its Authorized Users.

Section 2. Subscription Terms; Orders

1. Consideration. As inducement for this bargained-for exchange, Subscriber agrees to immediately pay to Reeplayer its Subscription Fee, in its entirety, in the case of an annual subscription plan, or at a monthly rate (or any other agreed-upon periodical term) upon and after the Effective Date; coincidingly, Reeplayer agrees to reserve and deliver a Reeplayer Camera as a bailment to the Subscriber, as well as to provide access to the remainder of the Reeplayer Ecosystem, to use in conjunction, within the parameters of this Agreement – all of which terms should be generally and/or precisely documented on the Order Form(s).
   • a. In addition, and in emphasis, Subscriber and Reeplayer reaffirm the above terms and concurrently agree to the remainder of the terms and conditions incorporated in this Agreement as being material parts of the bargain of this exchange, including, without limitation, Sections 6 and 7.
   • b. Notwithstanding anything in this Agreement to the contrary, Subscriber acknowledges that the Hardware given to Subscriber is bailed property of Bailor Reeplayer, which Subscriber, as the bailee, only has a possessory interest for the Subscriber’s sole benefit to achieve the prescribed purpose of automatically recording its athletic events (i.e., soccer games).
   • c. In Reeplayer’s sole and absolute discretion, We may include additional benefits, exclusive offers, or promotions for our subscribers, subject to any additional terms and conditions described in such offer.
2. Changes to Subscription Terms. We reserve the right to change these benefits or adjust pricing for Reeplayer services or any components thereof in any manner and at any time as We may determine in our sole and absolute discretion. Except as otherwise expressly provided for in this Agreement, any changes will take effect following notice to you. Continual use of any of the Reeplayer Ecosystem upon notice of such implies assent and consent to the updated Subscription Agreement and the terms to be incorporated therewith. If applicable law requires renewed consent, Subscriber acknowledges that it will not be able to continue to utilize the Reeplayer Ecosystem without voluntary renewed consent, and, as such, Reeplayer may terminate its obligations under this Agreement, should Subscriber refuse to renew its consent.
3. Account Registration. In order to access or use certain features of the Subscription and Reeplayer Ecosystem, You may be required to create a Reeplayer account (“Account”) and become an Authorized User of the Subscription. You agree to provide accurate, current, and complete information during the registration process and at other times when You use the Subscription/Reeplayer Ecosystem and to update such information to keep it accurate, current, and complete. Reeplayer reserves the right to keep Accounts for, or provide services to, any individual, if Reeplayer has any reason thereto. Reeplayer reserves the right to suspend or terminate Your Account if any information provided during the registration process or at other times proves to be inaccurate, not current, or incomplete. You agree to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Reeplayer of any unauthorized use of Your Account.
4. Automatic Renewal Terms. The Subscription Fee and any other applicable charges including taxes, transaction fees, or other charges (collectively, the “Fee”) will be charged to Your payment method on the billing date indicated on the website, on the Order Form and/or in Your account settings. The Fee will be stated on Our website when You sign up or modify Your account. Your Subscription will continue and automatically renew for the applicable Subscription Term You selected when signing up for or modifying Your account (e.g., monthly, annually, or, if applicable, some other term) unless canceled in accordance with Section 5 prior to the “Renewal Date.” Reeplayer, or, if applicable, the third party through which You registered, will charge the Fee to Your payment method recurring based on your Subscription Term (monthly, annually, or, if applicable, some other period). You will be asked to authorize, and by accepting these terms You hereby expressly authorize, Reeplayer or the applicable third party to make such charges to Your payment method. Following registration and payment on Our website, We will send You a copy of the Order Form to the email address You provide within a reasonable time.
5. Order Forms. The bailed Hardware, and subscription licenses to access and use the Reeplayer Ecosystem (i.e., Reeplayer Software, App, or Web Platform) and/or any other services purchased by Subscriber from Reeplayer hereunder will be specified in one or more order forms which are executed by the parties pursuant to this Agreement (each, an “Order Form”). Each Order Form will be governed by the terms of this Agreement and the term “Agreement” herein includes the terms of this Agreement and all Order Forms, Documentation, and all other incorporated agreements executed pursuant to this Agreement. The terms on any purchase order, confirmation, or similar document submitted by Subscriber to Reeplayer are deemed void and of no effect unless the additional terms are agreed upon by the parties in writing prior to acceptance of the Order Form and produced by the Reeplayer Ecosystem. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms of any Order Form, the terms and conditions of this Agreement shall govern, and the conflicting or inconsistent provision in the Order Form will have no force or effect unless expressly stated and attested otherwise in the Order Form.

Section 3. Hardware

1. Bailment of Hardware. By accepting the terms of this Agreement, Subscriber acknowledges that it, and its Authorized Users, are simply the bailee(s) of the Hardware, creating a revocable license of possession in and for the Subscriber; while all other rights, including but not limited to, ownership of the Hardware, are retained by Reeplayer in perpetuity, unless otherwise separately and expressly agreed to in writing by both Parties. Subscriber further agrees that possession of the Hardware is explicitly and solely to and for the benefit of Subscriber, and therefore must exercise an extraordinary or the highest level of care when handling, using, storing, and otherwise possessing the Hardware until Hardware is safely, fully, and otherwise properly returned to Reeplayer in its original distributed form. Any form of tampering with the Hardware (i.e., opening up the Reeplayer Camera) is a strict violation of this agreement, and Subscriber will immediately be liable for the full replacement costs of the Hardware; furthermore, Reeplayer reserves the right to prosecute Subscriber to the fullest extent of the law for such infringements.
2. Shipment; Delivery; Title & Risk of Loss. Subscriber agrees that delivery of the Hardware shall be made F.O.B. shipping point, while retaining the bailed nature of the Reeplayer property, and Subscriber hereby agrees to assume the costs and liability of shipping. Delivery dates and Hardware availability as set forth in the Order Form or as otherwise communicated to the Subscriber are estimates only. Reeplayer will make reasonable efforts to deliver in accordance with these dates; however, Reeplayer will not be liable for failure to deliver as estimated. Failure of timely delivery by Reeplayer shall not be deemed a material breach of this Agreement. The Hardware may be delivered by Reeplayer in advance of the quoted delivery date by giving reasonable notice to the Subscriber. Subscriber will, at Subscriber’s sole cost, furnish or procure all utilities necessary for the operation, ordinary maintenance, protection, and safekeeping of the Reeplayers. Reeplayer will not be liable for any loss, injury, or damage resulting from any interruption or failure of utilities due to any cause whatsoever.
3. Cancellation of Shipment.
   • a. Cancelling Shipment by Subscriber. Subscriber may not cancel the shipment of the Hardware purchased in an Order Form without the prior written approval of Reeplayer.
   • b. Cancelling Shipment by Reeplayer. Reeplayer reserves the right to cancel any Order Forms placed by Subscriber and accepted by Reeplayer as set forth above, or to refuse or delay shipment thereof, if Subscriber (a) fails to make any payment as provided in this Agreement or under the terms of payment set forth in any Order Form or invoice or otherwise agreed to by Reeplayer and Subscriber, or (b) otherwise fails to comply with the terms and conditions of this Agreement. No such cancellation, refusal, or delay will be deemed a termination (unless Reeplayer so advises Subscriber) or breach of this Agreement by Reeplayer.
4. Return of Hardware.
   • a. Upon expiration of the Subscription Term, effectuated through unilateral cancellation or termination, Subscriber shall return Hardware to an address provided by Reeplayer within seven (7) days of expiration.
   • b. Besides ordinary wear and tear, Subscriber must return the Hardware with pleasant evidence of extraordinary care of the bailed property while in possession of the Subscriber, so that it is fit for reuse immediately thereafter. Subscriber is responsible for insured, safe delivery of the Hardware to Reeplayer premises.
   • c. Subscriber is responsible to cover any costs for defects to the Hardware up to its replacement costs, except for manufacturer defects.
   • d. To make a trade-in (“Trade-In Request”) if there are irreparable malfunctions with the Hardware, go to Support and follow the instructions provided. We do not offer trade-ins or replacements for lost or stolen property, nor for Subscriber damage to the Hardware. See Section 3.4b. If damaged, You may have to pay full replacement costs before you are admitted some new Hardware.

Section 4. Software; Access and Use of the Reeplayer Ecosystem

1. License Grant. Subject to the terms and conditions of this Agreement (including payment of applicable fees), Reeplayer hereby grants to Subscriber a limited, non-transferable, non-exclusive license to:
   • a. Permit Authorized Users to:
     • i. Install, execute, and use the Reeplayer App, in object code only, on such Authorized Users’ mobile devices, and
     • ii. Access and use the Reeplayer Platform, in object code only, over the internet, in each case, solely for accessing, and utilizing the data automatically recorded by the Hardware in accordance with any Usage Parameters;
   • b. Execute and use the Firmware solely to the extent included or embedded (as and if applicable) in the bailed Hardware in connection with Subscriber’s use of the bailed Hardware.
2. Restrictions. Except as otherwise explicitly provided in this Agreement, Subscriber will not, and will not permit or authorize third parties (including, without limitation, any Authorized User), to:
   • a. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the structure of the Software or the source code of the Software, except to the extent such a restriction is not permitted by applicable law and provided that, in such event, Subscriber must first request such code from Reeplayer, in writing, in advance of any such use. Use will be limited as needed for interoperability;
   • b. Distribute, license, sublicense, assign, transfer, provide, lend, rent, lease, disclose, use for timesharing or service bureau purposes or otherwise use or permit third parties to use the Reeplayer Ecosystem or any part thereof for the benefit of any third party (except as expressly and specifically authorized in writing by Reeplayer);
   • c. Modify, adapt, translate, or create derivative works of the Software or Documentation;
   • d. Circumvent or disable any security or other technological features or measures of the Reeplayer Ecosystem;
   • e. Use or access the Reeplayer Ecosystem, or any part thereof, in order to build a similar or competitive product or service or disclose to any third party any benchmarking or comparative study involving any Reeplayer Ecosystem;
   • f. Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Reeplayer or its suppliers on or within the Reeplayer Ecosystem (or any part thereof); or
   • g. Violate any applicable laws or regulations, or the rights of any third party in connection with the use or access of the Reeplayer Ecosystem.

Reeplayer reserves all rights and licenses not expressly granted to Subscriber in Section 4.1, and no implied license is granted by Reeplayer. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR AT REEPLAYER’S CONTROL) WILL RENDER THE SOFTWARE (AND RELATED DATA) UNUSABLE UPON TERMINATION OR SUBSCRIBER’S BREACH OF THIS AGREEMENT.

3. Authorized Users. Subscriber agrees that it shall not permit any person other than Authorized Users to access and use the Reeplayer Ecosystem and shall ensure that Authorized Users use the Reeplayer Ecosystem solely in accordance with this Agreement and the applicable Usage Parameters. Subscriber acknowledges and agrees that Subscriber is solely responsible for the use of the Reeplayer Ecosystem by Authorized Users, and any breach of this Agreement by any Authorized User will be deemed a breach by Subscriber.
4. Mobile Devices. Subscriber acknowledges and agrees that in order to use the Software, Authorized Users must have a compatible mobile device. Subscriber and its Authorized Users are solely responsible for determining whether or not a mobile device is or is not compatible with the Software, and Reeplayer makes no representations or warranties whatsoever regarding the Software and compatibility with any mobile device. Subscriber acknowledges and agrees that it and its Authorized Users are solely responsible for any fees or charges incurred from use of the Software through mobile devices, including, without limitation, any mobile phone provider charges for SMS, data services, etc.
5. Subscriber Data. As between the Subscriber and Reeplayer, Subscriber is solely responsible for the accuracy, quality, and integrity of the documents and other content, data, information (including personal information), and materials submitted by, or collected on behalf of, Subscriber and/or Authorized Users in connection with the use of and access to the Reeplayer Ecosystem (collectively, “Subscriber Data”), and shall ensure that it has all necessary rights to provide and use the Subscriber Data in connection with the use of the Reeplayer Ecosystem. By providing Subscriber Data to the Reeplayer Ecosystem, you grant to Reeplayer a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use that Subscriber Data (including to reproduce, distribute, prepare derivative works, display, and perform it) in connection with the Reeplayer Ecosystem and Reeplayer’s (and its successors' and Affiliates') business, including for the purpose of promoting and redistributing part or all of the Reeplayer Ecosystem.
6. Additional Reeplayer App Terms and Conditions.
   • a. Reeplayer iOS App(s). The following additional terms and conditions apply with respect to any Reeplayer App that Reeplayer provides to Subscriber hereunder, that is designed for use on an Apple iOS-powered mobile device (an “iOS App”): Subscriber acknowledges that this Agreement is between Subscriber and Reeplayer only, and not with Apple, Inc. (“Apple”). Subscriber’s use of Reeplayer’s iOS App must comply with Apple’s then-current App Store Terms of Service. Reeplayer, and not Apple, is solely responsible for the iOS App and the Service and related content available thereon. Subscriber acknowledges that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. Subscriber agrees that Reeplayer, and not Apple, is responsible for addressing any claims by Subscriber or its Authorized Users relating to the iOS App or Subscriber’s or its Authorized Users’ possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this agreement and any law applicable to Reeplayer as provider of the iOS App. Subscriber agrees that Reeplayer, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to the iOS App or Subscriber’s or its Authorized Users’ possession and use of the iOS App. Subscriber represents and warrants that Subscriber and its Authorized Users (a) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) are not listed on any U.S. Government list of prohibited or restricted parties. Subscriber agrees to comply with all applicable third-party terms of agreement when using the iOS App (e.g., Subscriber must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to the license granted herein to Subscriber to use the iOS App. Upon Subscriber’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Subscriber as they relate to the license granted herein to Subscriber to use the iOS App as a third-party beneficiary thereof.
   • b. Reeplayer Android App(s). The following additional terms and conditions apply with respect to any Reeplayer App that Reeplayer provides to Subscriber hereunder, that is designed for use on an Android-powered mobile device (an “Android App”): Subscriber acknowledges that this Agreement is between Subscriber and Reeplayer only, and not with Google, Inc. (“Google”). Subscriber’s use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where Subscriber has obtained the Android App. Reeplayer, and not Google, is solely responsible for the Android App and the Service and related content available thereon. Google has no obligation or liability to Subscriber, or its Authorized Users with respect to the Android App or this Agreement. Subscriber acknowledges and agrees that Google is a third-party beneficiary to this Agreement as it relates to the Android App.

7. Support. During the applicable Subscription Term (subject to Subscriber’s payment of applicable fees), Reeplayer will use commercially reasonable efforts to provide Subscriber with remote technical support services relating to Subscriber’s use of the Reeplayer Ecosystem by email or phone in accordance with Reeplayer’s then-current Support terms and conditions.
8. Proprietary Rights. Reeplayer and its suppliers retain all right, title, and interest in and to all Intellectual Property Rights in the Software, Firmware, Documentation, and all other materials provided or made available to Subscriber in connection with the services provided by Reeplayer, and any and all modifications, updates, and enhancements to the foregoing items. Title to the Reeplayer Ecosystem, and any copies in whole or in part thereof, and all rights therein, including all rights in patents, copyrights, trade secrets, and trademarks applicable thereto, are and shall remain in Reeplayer. Subscriber will not represent or assert any ownership interest in the Reeplayer Ecosystem.
   • a. In addition to and notwithstanding the foregoing, Subscriber fully acknowledges that it shall not obtain nor retain any title to the Hardware bailed hereunder, subject as well to Reeplayer’s intellectual property rights in any Firmware.
   • b. In addition, Subscriber hereby licenses Feedback to Reeplayer on a worldwide, perpetual, irrevocable, non-exclusive, freely-transferable, fully paid, and royalty-free basis, for Reeplayer to use and exploit in any manner and for any purpose. “Feedback” means any and all suggestions and feedback provided to Reeplayer by Subscriber or any Authorized Users regarding the functioning, features, and other characteristics of the Reeplayer Ecosystem (or any part thereof), or other materials or services provided or made available by Reeplayer hereunder.

Section 5. Cancellation/Termination

1. Cancellation. Your Subscription shall renew automatically unless the Subscription is otherwise canceled, terminated, suspended, or disabled by Us. You may cancel Your Subscription, so long as such cancellation occurs prior to your Renewal Date—meaning the date on which Your Subscription automatically renews—and Hardware is returned to Us in the condition as defined in Section 3.4 of this Agreement. Automatic payment will halt once Subscriber is removed from the Reeplayer Ecosystem and has returned the Hardware to Reeplayer. Your cancellation will be effective as of the last day of the period for which you paid a Fee. You may continue to use the Reeplayer Ecosystem until your cancellation is effective, and no refund will be issued unless required by applicable law.
2. Termination. Reeplayer, in and through its sole discretion, reserves the right to terminate this Agreement with any Subscriber who violates the terms of this Agreement, including, without limitations, Usage Parameters, and all other incorporated Reeplayer agreements, does not immediately pay its Fees when automatically due on the respective renewal billing date, or for any other reason. Termination includes removal from the Reeplayer Ecosystem, as well as an obligation on Subscriber to return the Hardware to Reeplayer, in the condition as defined in Section 3.4 of this Agreement. Automatic payment will halt once Subscriber is removed from the Reeplayer Ecosystem and has returned the Hardware to Reeplayer.
3. Effects of Cancellation or Termination. Upon cancellation or termination, the licenses granted under this Agreement in respect of the Reeplayer Ecosystem shall immediately terminate, except to the extent Subscriber is allowed to access data from the Reeplayer Ecosystem for the remainder of its last billing cycle. Notwithstanding the foregoing, You, the Subscriber, agree to make best reasonable efforts to return the Hardware immediately to Reeplayer upon cancellation or termination.
   • a. Preauthorization. If Subscriber fails to deliver the Hardware within 30 days of cancellation or termination, Subscriber authorizes Reeplayer to charge it the full replacement cost of the Hardware to the payment method on Account.

Section 6. Disclaimer

1. THE HARDWARE, FIRMWARE, SOFTWARE, DOCUMENTATION, PROFESSIONAL SERVICES, SUPPORT, AND ANY OTHER MATERIALS AND SERVICES PROVIDED BY REEPLAYER HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REEPLAYER AND ITS THIRD-PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE HARDWARE, FIRMWARE, SOFTWARE, DOCUMENTATION, SUPPORT, AND PROFESSIONAL SERVICES AND ANY OTHER MATERIALS PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. REEPLAYER DOES NOT WARRANT THAT THE HARDWARE, FIRMWARE, OR SOFTWARE WILL MEET SUBSCRIBER’S REQUIREMENTS, OR THAT THE OPERATION OF THE HARDWARE, FIRMWARE, OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE HARDWARE, FIRMWARE, OR SOFTWARE WILL BE CORRECTED. SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE HARDWARE, FIRMWARE, SOFTWARE, DOCUMENTATION, PROFESSIONAL SERVICES, AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED HEREUNDER AND ALL RESULTS OF SUCH USE IS SOLELY AT SUBSCRIBER’S OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REEPLAYER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.
3. THE REEPLAYER ECOSYSTEM IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE REEPLAYER ECOSYSTEM COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). REEPLAYER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AND ANY OTHER LIABILITY FOR HIGH RISK ACTIVITIES.
4. REEPLAYER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY INTEGRATIONS, OPEN SOURCE COMPONENTS, OR THIRD-PARTY SOFTWARE, AND REEPLAYER WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH THIRD-PARTY INTEGRATIONS, OPEN SOURCE COMPONENTS, OR THIRD-PARTY SOFTWARE.

Section 7. Indemnification; Limitation of Liability

1. Subscriber Indemnification. Subscriber shall indemnify Reeplayer and hold Reeplayer, its officers, directors, shareholders, employees, insurers, attorneys, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys’ fees), demands, or damages of any kind, arising out of or related to (a) Subscriber’s breach of this Agreement, any license applicable to Open Source Components or Third-Party Software, Third-Party Integrations, or violation of any applicable law, rule, or regulation; (b) Subscriber’s or its Authorized Users’ use of the Reeplayer Ecosystem, Software, Professional Services, and/or Support; and (c) Subscriber’s gross negligence, fraudulent misrepresentation, or willful misconduct. Reeplayer shall promptly notify Subscriber in writing of such action, giving Subscriber sole control of the defense thereof and any related settlement negotiations, and at Subscriber’s reasonable request and expense, cooperating and assisting in such defense. Under no circumstances shall Subscriber enter into any settlement that involves an admission of liability, negligence, or other culpability of Reeplayer or requires Reeplayer to contribute to the settlement without Reeplayer’s prior written consent. Reeplayer may participate and retain its own counsel at its own expense.
2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REEPLAYER BE LIABLE FOR PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY COST OF COVER, LOSS OF PROFIT, USE, SAVINGS, OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, IMPAIRMENT OF OTHER ASSETS, OR THE CLAIMS OF THIRD PARTIES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REEPLAYER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY SUBSCRIBER UNDER THIS AGREEMENT IN THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE SECTIONS ON LIMITATION OF LIABILITY, WARRANTIES, AND DISCLAIMER OF WARRANTIES ALLOCATE THE RISKS IN THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Section 8. Miscellaneous

1. Agreement to Receive Electronic Communications. By clicking the respective checkbox when subscribing, You provide opt-in consent to receive marketing notifications from Reeplayer electronically to the email address You provide to Us. If You have consented to receiving marketing emails, You have the right to unsubscribe by clicking on the link provided in the footer of every marketing email sent by Us. We may send you functional emails containing information regarding Your Subscription. You have the ability to store such electronic communications such that they remain accessible to You in an unchanged form.
   • a. You agree to receive your Order Form through electronic communications from Reeplayer.
2. Credit Card Billing. If any fee is not paid in a timely manner, or We are unable to process Your transaction using the credit card information provided, Reeplayer reserves the right to revoke access to Your account. If You do not bring Your balance current within thirty (30) days after We provide You with notification that Your account is in arrears, Reeplayer reserves the right to suspend, disable, cancel or terminate Your access to Your Subscription, as detailed in Section 5.3 above. You will be responsible for paying all past due amounts even if Your account is suspended, disabled, canceled, or terminated for nonpayment or for otherwise violating the Subscription Terms or other applicable laws. If Your payment details change, Your card provider may provide Us with updated card details. Reeplayer may use these new details in order to help prevent any interruption to the Subscription. If You want to use a different payment method or if there is a change in payment method, please update Your billing information. We will advise You by email if there is any use of a new payment method.
3. Credits. At any time, and for any reason, Reeplayer may provide a discount, credit, or other consideration to some or all of Our Subscribers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Reeplayer’s sole and absolute discretion. The provision of Credits in one instance does not entitle You to Credits in the future for similar instances, nor does it obligate Us to provide Credits in the future, under any circumstances. In no circumstances will You be entitled to receive cash in lieu of a Credit. Credits may vary from Subscriber to Subscriber.
4. Entire Agreement. The Subscription Agreement constitutes the entire agreement between Reeplayer and You regarding the Subscription, superseding any prior agreements between Reeplayer and You regarding the Subscription.
5. Assignment. Subscriber may not assign or transfer the Subscription Terms without Reeplayer’s prior written consent. We may assign this Agreement, in Our sole discretion, without restriction without notice to You. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and assigns.
6. Waiver; Severability. The failure of Reeplayer to enforce any right or provision herein shall not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Reeplayer. Except as expressly set forth in the Subscription Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies hereunder or otherwise. If for any reason a court of competent jurisdiction finds any provision of the Subscription Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Subscription Agreement will remain in full force and effect.
7. Notices & Contacting Reeplayer. Reeplayer will provide any notices relating to the Subscription Agreement or Your Account (i) by email to your email address provided or (ii) by posting to the Reeplayer Platform. You may contact Reeplayer through Our Support page.
8. Governing Law; Attorney Fees.
   
   • a. Delaware Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules.
   • b. Injunctive Relief for Reeplayer. Notwithstanding anything in this Agreement to the contrary, Reeplayer may seek injunctive or other equitable relief in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors or to protect any reserved right discovered or yet to be discovered at the time of execution.
   • c. Attorneys’ Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover its attorney’s fees and costs in connection with such action.