Terms of Use GENERAL TERMS & CONDITIONS PREAMBLE The Apprenaline website and application aim to provide an online reservation service for sports activities, published and operated by APPRENALINE LTD, a company incorporated under the laws of England and Wales (company registration no. 15220303) with registered office at 2902 Talisman Tower, London, United Kingdom, E14 9BP (the “Company” or “Apprenaline“). Apprenaline’s service is governed by these general terms and conditions (“General Terms“), which serve to facilitate booking and reservation management between the users of the Platform interested in reserving and participating in the activities listed on the Platform and qualified professional service providers offering and supervising such activities. The Platform’s sole purpose is to link potential Users with Service Providers, with the latter using the Service and providing their activities independently and under their sole responsibility. THE COMPANY IS NOT A PARTY TO, IN ANY CAPACITY, AND DOES NOT OTHERWISE ENGAGE IN THE CONTRACTUAL RELATIONSHIP BETWEEN THE SERVICE PROVIDERS AND THE CUSTOMERS FOR EACH RESERVATION THAT IS CONFIRMED VIA THE PLATFORM. THESE GENERAL TERMS ARE EXCLUSIVELY FOR THE USE OF THE PLATFORM, GOVERN THE BOOKING OF ACTIVITIES BY THE USERS HAVING ENTERED INTO AN AGREEMENT WITH A SERVICE PROVIDER AND ARE NOT INTENDED TO COVER THE ACTUAL PERFORMANCE OF AN ACTIVITY AND RELATED SERVICES PROVIDED BY THE SERVICE PROVIDERS. Apprenaline may change these General Terms at any time without prior notice, without affecting any Activities which have already been confirmed by a Service Provider. Users and Service Providers shall review these General Terms regularly as the General Terms as updated from time to time will apply to the Service posted on the Platform in relation to all new Activities. Interpretation In these General Terms: “Activity” means the sporting activities or service offered for reservation by a Service Provider on the Platform and, as the case may be, reserved by a Customer through the Service; “Customer” means a User, with a customer account, having entered into an agreement for an Order with a Service Provider; “Customer and Supplier Data” means information, texts, photographs, comments and all other personal, business, technical, financial, non-public information or data the Users or the Service Providers, as applicable, communicate to the Company or information published directly through the Platform; “Order” means the bilateral agreement between a Service Provider and a Customer through an Order on the Platform for an Activity with a Service Provider; “Participant” means the physical person registered to participate in an Activity reserved through the Platform; “Platform” means the www.apprenaline.com website and the application accessible and downloadable through application downloading platforms such as the Apple App Store or the Google Android Market, including, as applicable, updates and new versions thereof; “Proprietary Data” means business, technical or other financial information relating to the Company’s business, including non-public information regarding features, functionality and performance of the Service or the Platform, as applicable; “Service” means the online reservation service linking Users and Customers with Service Providers through the Platform; “Service Provider” means qualified professional natural or legal persons providing Activities through the Platform to Customers; “Software” means any software, documentation or data related to the Service; “Supplement” means an agreement between the Company and the Service Provider supplementing these General Terms; and “User” means any person browsing the Platform interested in reserving and participating in the activities listed on the Platform, including Customers. SERVICES AND SUPPORT Subject to the terms of these General Terms or any supplemental agreement with a Service Provider, the Company will use commercially reasonable efforts to provide the Service. As part of the registration process, the Customers and Service Providers shall identify an administrative username and password for their respective accounts. The Company reserves the right to refuse registration of or cancel passwords and accounts it deems inappropriate. Subject to the terms of these General Terms or any supplemental agreement with a Service Provider, the Company will provide the Customers and the Service Providers, as applicable, with reasonable technical support services in accordance with the Company’s standard practice. RESTRICTIONS AND RESPONSIBILITIES The Users and the Service Provider shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or the Software; modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by the Company or authorized within the Service); use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to the Customer or the Service Provider for use on User or Service Provider devices, the Company hereby grants the User and the Service Provider, as applicable, a non-exclusive, non-transferable, non-sublicensable license to use such Software during the term only in connection with the Service. Further, the User and the Service Provider may not remove or export or allow the export or re-export of the Service, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the any foreign agency or authority. The Customer and the Service Provider each represents, covenants and warrants it will use the Service only in compliance with the Company’s standard published policies then in effect and all applicable laws and regulations. The User and the Service Provider each hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the User’s or Service Provider’s use of the Service. Although the Company has no obligation to monitor the User’s or the Service Provider’s use of the Service or the Platform, the Company may do so and may prohibit any use of the Service or the Platform it believes may be (or alleged to be) in violation of the foregoing. The User and the Service Provider shall each be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating and payment systems, networking, web servers and the like. The User and the Service Provider shall each also be responsible for maintaining the security of such equipment, accounts, passwords (including but not limited to administrative and user passwords) and files and for all uses of the Customer or Service Provider account or the equipment. CONFIDENTIALITY; PROPRIETARY RIGHTS The Company understands that the Customers or the Service Providers may disclose Customer or Supplier Data. The Company agrees to: (i) take to reasonable precautions to protect such Customer and Supplier Data and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third-party any such Customer or Supplier Data. The User and the Service Provider each understands that the Company may Proprietary Data. The User and the Service Provider each agrees to: (i) to take reasonable precautions to protect such Proprietary Data, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third-party any such Proprietary Data. In case any disclosure is required, the disclosing party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the receiving party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the disclosing party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without use of any Proprietary Data or (e) is required to be disclosed by law. The Company shall own and retain all right, title and interest in and to (a) the Service and the Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the implementation or support services, (c) all intellectual property rights related to any of the foregoing, and (d) all data based on or derived from the Customer Data and provided to Customer as part of the Service. Notwithstanding anything to the contrary, the Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service pr the Platform and for other development, diagnostic and corrective purposes in connection with the Service, the Platform and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. PAYMENT OF FEES The Service Provider will pay the Company the then applicable fees as described in the Supplement for the Service in accordance with the terms therein. Unless otherwise set out in the Supplement of the Service, the Company’s commission shall amount to 15% of the Activity price, excluding any transaction, currency conversion and other related costs. The Company reserves the right to change the fees or applicable charges and to institute new charges and fees upon notice to the Service Provider. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be settled by the Company as soon as possible upon receipt of the invoice, but in any case no later than ten (10) days from receipt. The Company reserves the right to charge interest in the amount of 5% above the Bank of England base interest rate on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and to terminate the Service and delists the Service Provider immediately upon outstanding balances remaining unpaid. The Service Provider shall be responsible for payment of all taxes associated with the provision of an Activity to a Customer or Participant. If the Service Provider believes that the Company has billed the Service Provider incorrectly, the Service Provider must contact the Company no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department at info@apprenaline.com. UNDERTAKINGS The Service Provider undertakes, at all times, to: (i) maintain the Activities available as listed on the Platform and periodically update the bookable slots to reflect the Service Provider’s capacity, including, for avoidance of doubt, any unavailability due to the Service Provider temporarily pausing the Activities due to annual leave or otherwise; (ii) have the necessary qualifications in order to offer the Activities listed by it on the Platform; (iii) keep the Activities offered by it updated to reflect the lowest price offered through any other means to the Customers, including any temporary, seasonal collective or individual discounts. To the extent the Company becomes aware that the Service Provider provided an Activity on a price lower than the one listed on the Platform, the Company reserves the right to charge the difference between the price listed on the Platform and the lower price offered to the Customers to the Service Provider and provide a refund to the Customers, as applicable; (iv) confirm acceptance or decline a reservation for an Activity within 24 hours of receipt; (v) adhere to the cancellation policy as listed and accepted by the Customer; and (vi) refrain from contracting with a Customer through any other means other than through the Platform once the Customer submitted an Order through the Platform. The Customer and any Participants undertake to: (i) provide all information necessary to the Service Provider in order to participate in the Activities and that such information is true in all respects; (ii) comply with the terms, conditions and requirements of the Activities as set forth by the respective Service Provider; and (iii) once an Order is submitted, refrain from contacting the Service Provider through any other means other than through the Platform in order to rebook the Activity without using the Platform. The Customer acknowledges that the Service Provider may refuse to confirm the Order if the Customer does not meet the conditions and requirements of the Activities as set forth by the Service Provider. TERM AND TERMINATION Subject to earlier termination as provided below, these General Terms shall be automatically renewed each time an Activity is booked through the Platform. The Activities may be cancelled and any fees and deposits refunded in line with the applicable cancellation and refund policies as set out on the Platform. The Company may terminate the agreement with any Service Provider upon notice and may delist the Service Provider from the Platform for any reason. In addition to any other remedies it may have, either party may also terminate the agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of these General Terms or any supplemental agreement with a Service Provider. All sections of these General Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability. WARRANTY AND DISCLAIMER The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service and shall perform the implementation services in a professional and workmanlike manner. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, THE Company does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INDEMNITY The Service Provider shall hold the Company harmless from liability to third-parties resulting from infringement by the provision of Customer and Supplier Data provided by the Service Provider to the Company of uploaded to the Platform infringing any patent, copyright or which constitutes misappropriation of any trade secret or in general purports to misappropriate data belonging to a third-party or from any claims arising from the provision of the Activities by a Customer or Participant against the Company. The Company shall be promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claims. The Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by the Company, (ii) made in whole or in part in accordance with the Customer or Service Provider specifications, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where the Service Provider continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where the Service Provider’s use of the Service is not strictly in accordance with these General Terms. If, due to a claim of infringement, the Service is held by a court of competent jurisdiction to be or are believed by the Company to be infringing, the Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Service Provider or the Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the agreement and the Service Provider and/or the Customer’s rights hereunder and provide the Service Provider and/or the Customer a refund of any prepaid, unused fees for the Service. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF these General Terms or any supplemental agreement with a Service Provider OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE SUPPLIER TO THE COMPANY FOR THE SERVICE UNDER these General Terms or any supplemental agreement with a Service Provider IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MISCELLANEOUS If any provision of these General Terms or any supplemental agreement with a Service Provider is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these General Terms or any supplemental agreement with a Service Provider will otherwise remain in full force and effect and enforceable. These General Terms and any supplemental agreement with a Service Provider are not assignable, transferable or sublicensable by the Service Provider, the Customer or a Participator except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under these General Terms or any supplemental agreement with a Service Provider without consent. These General Terms or any supplemental agreement with a Service Provider are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these General Terms or any supplemental agreement with a Service Provider, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these General Terms or any supplemental agreement with a Service Provider and the Service Provider or the Customer do not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under these General Terms or any supplemental agreement with a Service Provider, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these General Terms or any supplemental agreement with a Service Provider will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These General Terms shall be governed by the laws of England and Wales without regard to its conflict of laws provisions.