Contractual Relationship

These Terms of Use (“Terms”) govern your access or use of the applications, websites, content, products, and services (the “Services,” as more fully defined below) made available in the United States and its territories and possessions, as well as in other countries by QSchool Sports LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “QSchool”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND QSCHOOL. In these Terms, the words “including” and “include” mean “including, but not limited to.”

Your use of the Services is governed by the Terms of Use (“Terms”) outlined in this User Agreement (“Agreement”). BY USING THE SERVICES IN ANY WAY, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND THIS AGREEMENT, (2) HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO IT; AND (3) ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. QSchool may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Your use of the Services is governed by the version of the Terms in effect on the date the Services were accessed by you. QSchool may modify these Terms at any time and without prior notice. It is your responsibility to review the most current version of these Terms by visiting QSchool’s website and clicking on the Terms of Use hyperlink located on the page. These Terms are in addition to any other agreements between you and QSchool, including any customer or account agreements, and any other agreements that govern your use of any products and/or services available from QSchool.

Violating these Terms may result in the termination of your QSchool account, prohibition on use of the Services, and further legal action. QSchool reserves the right, in its sole discretion, to limit your use of or access to the Services, in order to maintain the performance and availability of the Services and to enforce these Terms.

CAN-SPAM, Telephone Consumer Protection Act and Similar Law.

Your use of a site establishes a business or other applicable relationship with us for purposes of CAN-SPAM, the Telephone Consumer Protection Act, and all other applicable law that addresses unsolicited commercial communications. By accessing, or continuing to access, this site, you agree that we or our agents may call, e-mail, or otherwise communicate with you regarding promotion of the sale, lease, or exchange of goods, services, real property, or any other thing of value.

Services

The Services comprise mobile applications and related services (each, an “Application”), which enable users to arrange and schedule lessons and other instructional services and/or to purchase certain goods, including with third party providers of such services and goods under agreement with QSchool or certain of QSchool’s affiliates (“Third Party Providers”). In certain instances the Services may also include an option to receive lessons and instructional services for an upfront price, subject to acceptance by the respective Third Party Providers. Unless otherwise agreed by QSchool in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN LESSONS AND INSTRUCTIONAL SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH QSCHOOL AS A PROVIDER OF LESSONS AND INSTRUCTIONAL SERVICES.

License

Subject to your compliance with these Terms, QSchool grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by QSchool and QSchool’s licensors. This license is personal to you, and you may not resell the Services or permit other users access to our Services through your account.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by QSchool; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Provision of the Services

You acknowledge that portions of the Services may be made available under QSchool’s various brands or request options associated with lessons and instructional, including brands currently referred to as “Accelerate Golf”. You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of QSchool’s subsidiaries and affiliates; or (ii) independent Third Party Providers, including sports teaching professionals, or holders of similar teaching certifications, permits, authorizations or licenses.

QSchool does not guarantee availability of the Services and you may access the Services if and when they are available. The Services may occasionally be unavailable due to service, upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, QSchool reserves the right to change, remove, delete, restrict, block access to, or stop providing any or all of the Services at any time and without notice.

Third Party Services and Content

The Services may be made available or accessed in connection with third party services and content (including advertising) that QSchool does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. QSchool does not endorse such third party services and content and in no event shall QSchool be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or Amazon will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS and Android mobile devices and desktop computers. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

The Services may contain information and services provided by third parties and links to third-party websites (“Third Party Content”). While QSchool makes every attempt to provide accurate and timely information and services, neither QSchool nor any of its Third Party Content providers guarantee its accuracy, timeliness, completeness or usefulness, and are not responsible or liable for any such content available from third party sites. Inclusion of any of the Third Party Content in the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with QSchool with respect to any third party or Third Party Content.

The Third Party Content is protected by US and international copyright and other intellectual property laws, and is owned or licensed by the Third Party Content providers.

Ownership

The Services and all rights therein are and shall remain QSchool’s property or the property of QSchool’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner QSchool’s company names, logos, product and service names, trademarks or services marks or those of QSchool’s licensors.

Access and Use of Services

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to QSchool certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by QSchool. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by QSchool in writing, you may only possess one Account.

User Requirements and Conduct

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive lessons and instructional services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

Security and Password

If you have a password for access to the Services, you are solely responsible for maintaining the confidentiality and use of the password and other security data, methods and devices. Further, you are responsible for all activities that occur in connection with your password. Accordingly, you agree to protect the confidentiality of your password and to notify QSchool immediately if you become aware of any unauthorized activity, disclosure, loss, theft or unauthorized use of your password. You agree to cooperate with QSchool in any investigation and agree to take corrective measures to protect your account from further fraudulent activity.

Text Messaging and Telephone Calls

You agree that QSchool may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an QSchool account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services.

User Provided Content

QSchool may, in QSchool’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to QSchool through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to QSchool, you grant QSchool a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and QSchool’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant QSchool the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor QSchool’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by QSchool in its sole discretion, whether or not such material may be protected by law. QSchool may, but shall not be obligated to, review, monitor, or remove User Content, at QSchool’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. QSchool does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

International Users.

The site is controlled, operated and administered by us or our agents from offices within the United States of America utilizing servers located in the United States of America. We make no representation that materials at this site are appropriate or available for transmission to or from, or use in, locations outside of the jurisdiction(s) stated above and accessing any site from any jurisdiction where the contents of such site are illegal is prohibited. You may not use the site or export the materials in violation of import or export laws and regulations. If you access a site from a location outside of the United States, you are responsible for compliance with all local laws.

Privacy Policy

QSchool’s Privacy Policy, as it may change from time to time, is a part of this Agreement. You may review this Privacy Policy by accessing it via QSchool’s website.

Ownership and Copyright

You acknowledge and agree that the Services are owned by QSchool and its respective Third Party Content providers (for the portions of Services that are Third Party Content), and that the aforementioned are protected by international copyright and other intellectual property laws.

You further acknowledge and agree that the Services contain certain proprietary data and information of QSchool and its Third Party Content providers, that you will not use these data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Unless you have QSchool’s written consent in advance, you may not reproduce, sell, publish, distribute, retransmit, disseminate, perform, display, broadcast, create new works from, or commercially exploit the Services, with the exception of use of email or other sharing functionality that is explicitly provided by QSchool.

Each Third Party Content provider is a third party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary rights in the data and the applicable use restrictions contained in this Agreement.

It is QSchool’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide QSchool’s Copyright Agent the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. A description of the copyrighted work that you claim has been infringed;

3. A description of where the material that you claim is infringing is located;

4. Your address, telephone number, and email address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for notice of claims of copyright infringement can be reached by directing an e-mail to the Copyright Agent at support@qschoolsports.com.

Trademarks

You will not use or allow any third party to use any of QSchool’s marks, including but not limited to the foregoing, without QSchool’s prior express written consent. All marks not owned by QSchool are the property of their respective owners.

Payment

You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). QSchool will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee or processing fees for split payments.

All Charges and payments will be enabled by QSchool using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that QSchool may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by QSchool.

As between you and QSchool, QSchool reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in QSchool’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. QSchool will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. QSchool may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. QSchool may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third Party Providers or other third parties.

In certain cases, with respect to Third Party Providers, Charges you incur will be owed directly to Third Party Providers, and QSchool will collect payment of those charges from you, on the Third Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third Party Provider. In such cases, you retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods, and Charges you incur will be owed to the Third Party Provider. QSchool will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services. In all other cases, Charges you incur will be owed and paid directly to QSchool or its affiliates, where QSchool is solely liable for any obligations to Third Party Providers. In such cases, you retain the right to request lower Charges from QSchool for services or goods received by you from a Third Party Provider at the time you receive such services or goods, and QSchool will respond accordingly to any request from you to modify the Charges for a particular service or good. Except with respect to lessons and instructional services requested through the Application, QSchool does not designate any portion of your payment as a tip or gratuity to a Third Party Provider. Any representation by QSchool (on QSchool’s website, in the Application, or in QSchool’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that QSchool provides any additional amounts, beyond those described above, to a Third Party Provider you may use. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” QSCHOOL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, QSCHOOL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. QSCHOOL DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability

QSCHOOL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF QSCHOOL, EVEN IF QSCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

QSCHOOL SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF QSCHOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QSCHOOL SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND QSCHOOL’ REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING SERVICES REQUESTED THROUGH SOME REQUEST MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT QSCHOOL HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, QSCHOOL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON QSCHOOL’S CHOICE OF LAW PROVISION SET FORTH IN THIS DOCUMENT.

Indemnification

You agree to indemnify and hold QSchool and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) QSchool’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

Entire Agreement

This Agreement shall constitute the entire agreement between you and QSchool regarding the subject matter hereof and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter. To the extent that you execute a separate agreement (“Separate Agreement”) with QSchool associated with the Services and the Separate Agreement is in conflict or inconsistent with this Agreement, the Separate Agreement shall take precedence.

Severability

If a court of competent jurisdiction deems any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Governing Law and Jurisdiction

This Agreement and its enforcement are governed by the laws of the State of Connecticut, without regard to conflicts of law, and shall inure to the benefit of QSchool’s successors and assigns, whether by merger, consolidation, or otherwise. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts located in Fairfield County, Connecticut, U.S.A., for any action or proceeding arising under or relating to this Agreement, the Services, or the use of, or reliance on this Services, whether based in contract or tort or otherwise.

Notice

QSchool may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to QSchool, with such notice deemed given when received by QSchool, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o QSchool Sports LLC.

General

You may not assign these Terms without QSchool’s prior written approval. QSchool may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of QSchool’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, QSchool or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. QSchool’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by QSchool in writing.