1. Introduction

1.1. Purpose

Making field marketing simpler, smarter, and more productive is the mission of Outfield. To achieve our mission, we make services available through our websites and mobile applications.

1.2. Scope and Intent

When you use Outfield's services and apps you are entering into a legal agreement and you agree to all of these terms.

You also agree to our Privacy Policy, which covers how we collect, use, share, and store your personal information.

You agree that by registering on Outfield, or by using our websites, including our mobile applications, premium services, or any content or information provided as part of the Outfield services, you are entering into a legally binding agreement with Outfield, based on the terms of this Outfield User Agreement and the Outfield Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”), whether as a registered member on outfieldapp.com, or other Services, as applicable (“Member”), or unregistered user (“Nonmember”). If you are using Outfield on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not agree with this Agreement, do NOT use our site and remove or request removal or your account, and do not access, view, download or otherwise use any Outfield webpage, content, information or services. By using the Outfield platform, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the Outfield User Agreement and Privacy Policy are also collectively referred to as Outfield's “Terms of Service.”

2. Your Obligations

2.1. Applicable laws and this Agreement

You must comply with all applicable laws and this Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections and related webpages:

• Outfield's Privacy Policy

2.2. License and warranty for your submissions to Outfield

You still own what you own, but you grant us a license to the content and/or information you provide us.

As between you and Outfield, you own the content and information you provide Outfield under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant Outfield a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to Outfield, including, but not limited to, any user generated content, ideas, concepts, techniques and/or data to the services, you submit to Outfield, without any further consent, notice and/or compensation to you or to any third parties.

We will respect the choices you make about who gets to see your information and content.

Pursuant to this license, Outfield may grant other Members in your organization access and share rights to your content and information in accordance with this Agreement, your settings and degree of connection with them.

You promise to only provide us information and content that you have the right to give us and you promise that your Outfield profile will be truthful.

Any content or information you submit to us is at your own risk of loss. By providing content or information to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights).

It is your responsibility to keep your Outfield profile information accurate and updated.

2.3. Service Eligibility

You are eligible to enter into this contract and you are at least our “Minimum Age”, as defined by the age of the thirteen.

The information you provide is truthful.

To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are the “Minimum Age” (defined below) or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Outfield account, (3) are not a competitor of Outfield or are not using the Services for reasons that are in competition with Outfield; (4) will only maintain one Outfield account at any given time; (5) will use your real name and only provide accurate information to Outfield; (6) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (7) will not violate any rights of Outfield or third party, including intellectual property rights such as copyright or trademark rights; and (8) agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Services.

“Minimum Age” means 13 years old for all countries. However, if applicable law requires that you must be older than such ages in order for Outfield to lawfully provide the Services to you (including the collection, storage and use of your information in accordance with our privacy policy) then the Minimum Age would be such older age. The Services are not designed nor intended for use by children or anyone else under the age of 13.

2.4. Your Membership

You will keep your password a secret.

You will not share an account with anyone else.

You will not copy or transfer any part of the Services.

The profile you create on Outfield will become part of Outfield and except for the content and information that you license to us is owned by Outfield. However, between you and others, your account belongs to you. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) not use other’s accounts; (4) not sell, trade, or transfer your Outfield account to another party; and (5) not charge anyone for access to any portion of Outfield, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact us.

2.5. Indemnification

You will pay us for any losses that you cause.

You agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Outfield.

2.6. Payment

You will honor your payment obligations and you are okay with us storing your payment information.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to Outfield storing your payment information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Outfield does not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your account or such Premium Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Premium Services by contacting us at any time. We do not guarantee refunds for lack of usage or dissatisfaction. You also acknowledge that Outfield's Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

2.7. Notify us of acts contrary to the Agreement

If you think you have to breach this Agreement, you will let us know beforehand.

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

2.8. Notifications and Service Messages

You are okay with us providing you with important notices on our websites, mobile apps, or email.

The contact information you provide must be accurate or you may not receive important notices.

For purposes of service messages and notices about the Services, Outfield may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Outfield to an email address associated with your account, even if we have other contact information. You also agree that Outfield may communicate with you through your Outfield account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Outfield account or services associated with Outfield. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

2.9. Outfield Applications

This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us.

Outfield may offer the Services through applications built using Outfield's platform (“Outfield Applications”). Examples of Outfield Applications include its smart phone applications (e.g. Outfield for Android and iOS), and Outfield's “Share” buttons and other interactive plugins distributed on websites across the web. Outfield Applications are distinct from third party Platform Applications addressed in Section 4.2. If you use a Outfield Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, or web pages containing Outfield plugins that load in your browser may be communicated to us. Further, by importing any of your Outfield data through the Outfield Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Outfield account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Outfield through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

2.10. User-to-User Communication and Sharing (Outfield Organizations, Updates, Company Pages, etc.)

When you share information, others can see, copy and use that information.

Outfield offers various forums such as Outfield Organizations and Network Updates, where you can post your observations and comments on designated topics. Outfield also enables sharing of information by allowing users to post content. Outfield members can create Outfield Organizations and Company Pages for free, however, Outfield, in its sole discretion, may close or transfer Outfield Organizations or Company Pages, or remove content from them or from anywhere on the Services if the content violates this Agreement or others’ intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Members of your Organization or, if public, by Visitors, and Outfield cannot guarantee that other Members will or will not use the ideas and information that you share on Outfield, nor the manner of use. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to your Outfield Organization, or elsewhere on Outfield. Outfield IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON Outfield.

2.11. Privacy

You are okay with us collecting, using, storing, and disclosing information about you in keeping with our Privacy Policy.

You should carefully read our full Privacy Policy before using Outfield as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Outfield, or Organizations you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that Outfield may process such information, within the terms of the Privacy Policy.

2.12. Export Control

You won’t break export laws.

Your use of Outfield services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

2.13. Contributions to Outfield

If you provide feedback to us, make sure you don’t include confidential or infringing materials. You grant us rights to your feedback.

By submitting suggestions or other feedback regarding our Services ("Contributions") in any way to Outfield, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Outfield is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Outfield shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Outfield may have something similar to the Contributions already under consideration or in development; (e) you irrevocably non-exclusively license to Outfield rights to exploit your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Outfield under any circumstances.

3. Your Rights

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or Outfield authorized application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Outfield or its Members), to view content and information and otherwise use the Services, to the extent intended and permitted by the functionality thereof, the Members’ settings and your degree of connection with them, in accordance with this Agreement. Any other use of Outfield contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Outfield commercially unless expressly authorized by Outfield) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Outfield and all related items, including any and all copies made of the Outfield websites.

4. Our Rights & Obligations

4.1. Services Availability

For as long as Outfield continues to offer the Services, Outfield shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Outfield as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Outfield, partially or entirely, or change and modify prices prospectively for all or part of the Services for you or for all our Members in our sole discretion. All of these changes shall be effective upon their posting on Outfield or by direct communication to you unless otherwise noted.

Outfield further reserves the right to withhold, remove or discard any content available as part of your account, with or without notice if deemed by Outfield to be contrary to this Agreement. For avoidance of doubt, Outfield has no obligation to store, maintain or provide you a copy of any content that you or other Members provide when using the Services. Outfield may be required by local laws to remove certain information or content and so that information or content may not be available on our Service in those countries.

4.2. Third Party Content, Sites and Developers

By using the Services, you may be exposed to other Members’ or third party content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Except for certain limited circumstances, such as where legally required, we generally do not review or filter such content. You agree and acknowledge that we are not responsible for other Members’ or third party content or information or for any damage of any kind incurred as result of your reliance thereon.

Outfield may include links to third party web sites (“Third Party Sites”) on our Services. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Outfield is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. Outfield also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to use Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application.

4.3. Disclosure of User Information

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Outfield, our Members or the public. Disclosures of Member information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

4.4. Interactions with other Members

You are solely responsible for your interactions with other Members. Outfield may limit the number of connections you may have to other Members and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. Outfield reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Outfield determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

4.5. Intellectual Property Notices

The Services include the copyrights and Intellectual property rights of Outfield and except for the limited license granted to you in Section 3, Outfield reserves all of its intellectual property rights in the Services. Outfield's trademarks, service marks, graphics, and logos used in connection with Outfield are trademarks or registered trademarks of Outfield, Outfield Venture Organization, or Outfield Affiliates in the U.S. and/or other countries. Other trademarks and logos used in connection with Outfield may be the trademarks of their respective owners. This Agreement does not grant you any right or license with respect to any such trademarks and logos.

5. Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON Outfield OR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR Outfield AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. Outfield DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Outfield AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY Outfield OR ANYTHING RELATED TO Outfield, YOU MAY CLOSE YOUR Outfield ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. Outfield IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH Outfield TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OUR WEBSITES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. Outfield DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, Outfield DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. Outfield DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. Outfield DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, Outfield DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE Outfield SITES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. Limitation of Liability

LIMITATION OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither Outfield nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“Outfield Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any Platform Applications or any of the content or other materials on, accessed through or downloaded from Outfield. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

• Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

• Not apply to any damage that Outfield may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement.

• Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

7. Termination

7.1. Mutual rights of termination

You may terminate this Agreement, for any or no reason, at any time, with notice to Outfield pursuant to Section 9.3. This notice will be effective upon Outfield processing your notice. Outfield may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Outfield or the party paying for the services may terminate your access to any Premium Services. Termination of your Outfield account includes disabling your access to Outfield and may also bar you from any future use of Outfield.

7.2. Misuse of the Services

Outfield may restrict, suspend or terminate the account of any Member who abuses or misuses the Services. Misuse of the Services includes abusing the Outfield messaging services; creating multiple or false profiles; using the Services commercially without Outfield's authorization, infringing any intellectual property rights, violating any of the Do’s and Don’ts listed in Section 10, or any other behavior that Outfield, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Outfield has adopted a policy of terminating accounts of Members who, in Outfield's sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

7.3. Effect of Termination

Upon termination of your Outfield account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 3 (“Your Rights”) and Sections 4.1., 4.2., and 4.3. (“Our Rights and Obligations”).

8. Dispute Resolution

8.1. Arbitration Option

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

9. General Terms

9.1. Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

9.2. Language

Where Outfield has provided you with a translation of the English language version of this Agreement, the Privacy Policy, or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Outfield.

9.3. Notices and Service of Process

In addition to Section 2.8. (“Notices and Service Messages”), we may notify you via postings on the Outfield site(s) or app(s). Any notices that you provide without compliance with this section shall have no legal effect.

9.4. Entire Agreement

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and Outfield regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Outfield services, third-party content or third party software.

9.5. Amendments to This Agreement

We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively upon posting at the website(s) or notifying you otherwise. For example, we may present a banner on the Services when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the Services. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

9.6. No informal waivers, agreements or representations

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Outfield Affiliate shall be deemed legally binding on any Outfield Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Outfield.

9.7. No Injunctive Relief

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

9.8. Beneficiaries

Entities other than Outfield, that Outfield owns a 50% or greater interest in (“Affiliate”) are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce this Agreement directly against you.

9.9. Assignment and Delegation

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Outfield for any third party that assumes our rights and obligations under this Agreement.

9.10. Potential Other Rights and Obligations

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

10. Outfield “DOs” and “DON’Ts.”

10.1. Do undertake the following:

Here’s a list of some of the specific things we ask you to do and not do on Outfield..

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;

2. Provide accurate information to us and update it as necessary;

3. Review and comply with our Privacy Policy;

4. Review and comply with notices sent by Outfield concerning the Services;

5. Use the Services in a professional manner; and

6. Use your real name on your profile.

10.2. Don’t undertake the following:

1. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to Outfield;

2. Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;

3. Create a Member profile for anyone other than a natural person;

4. Harass, abuse or harm another person, including sending unwelcomed communications to others using Outfield;

5. Upload a profile image that is not your likeness or a head-shot photo;

6. Use or attempt to use another's account or create a false identity on Outfield;

7. Upload, post, email, transmit or otherwise make available or initiate any content that:

• Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or misrepresents your affiliations with a person or entity, past or present;

• Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

• Adds content to a field that is not intended for such field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Outfield);

• Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

• Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using Outfield to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (b) sending messages to distribution lists, newsOrganization aliases, or Organization aliases;

• Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Outfield or any user of Outfield;

• Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; or

• Even if it is legal where you are located, create profiles or provide content that promotes escort services or prostitution.

• Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople for the purposes of creating a pyramid scheme or other similar practices;

• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on Outfield (excluding content posted by you).

• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;

• Utilize or copy information, content or any data you view on or obtain from Outfield to provide any service that is competitive, in Outfield sole discretion, with Outfield;

• Imply or state, directly or indirectly, that you are affiliated with or endorsed by Outfield unless you have entered into a written agreement with Outfield;

• Adapt, modify or create derivative works based on Outfield or technology underlying the Services, or other Members’ content, in whole or part, except as permitted under Outfield's;

• Rent, lease, loan, trade, sell/re-sell access to Outfield or any information therein, or the equivalent, in whole or part;

• Sell, sponsor, or otherwise monetize a Outfield Organization or any other service or functionality of Outfield, without the express written permission of Outfield;

• Deep-link to our sites for any purpose, (i.e. creating or posting a link to a Outfield web page other than Outfield home page) unless expressly authorized in writing by Outfield or for the purpose of promoting your profile or a Organization on Outfield;

• Remove any copyright, trademark or other proprietary rights notices contained in or on Outfield, including those of both Outfield and any of its licensors;

• Remove, cover or otherwise obscure any form of advertisement included on Outfield;

• Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from Outfield except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

• Share information of non- Members without their express consent;

• Infringe or use Outfield's brand, logos or trademarks, including, without limitation, using the word “Outfield” in any business name, email, or URL or including Outfield's trademarks and logos;

• Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;

• Use bots or other automated methods to access Outfield, add or download contacts, send or redirect messages, or perform other similar activities through Outfield, unless explicitly permitted by Outfield;

• Access, via automated or manual means or processes, Outfield for purposes of monitoring Outfield's availability, performance or functionality for any competitive purpose;

• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Outfield's website;

• Attempt to or actually access Outfield by any means other than through the interfaces provided by Outfield such as its mobile application or by navigating to its website using a web browser. This prohibition includes accessing or attempting to access Outfield using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including Outfield;

• Attempt to or actually override any security component included in or underlying Outfield;

• Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Outfield's infrastructure, including, but not limited to, sending unsolicited communications to other Members or Outfield personnel, attempting to gain unauthorized access to Outfield, or transmitting or activating computer viruses through or on Outfield; and/or

• Interfere or disrupt or game Outfield or the Services, including, but not limited to, any servers or networks connected to Outfield, or Outfield' search algorithms.

11. Complaints Regarding Content Posted on the Outfield Website

We encourage our Members to share accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties.