Shake Terms of Use
Last Updated: April 1, 2024

Thanks for using Shake! These Terms of Use describe certain legal rights and
obligations that apply to both of use when you use Shake. We’ve tried to include a
“plain English” explanation of each provision, but you are encouraged to carefully
review the following.

1. Introduction and Agreement to these Terms

What it Means: These Terms of Use are a legally biding agreement
between you and Shake, and we may update them from time to time. By
using Shake, you agree to these Terms.

These Terms of Use (“Terms”) constitute a legally binding agreement made
between you, whether personally or on behalf of an entity (“you”) and PlayShake
Inc., doing business as Shake("Shake," “we," “us," or “our”), concerning your
access to and use of the www.playshake.io website as well as any other media
form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). We are registered
in Delaware, United States and have our registered office at [INSERT ADDRESS]. You
agree that by accessing or using the Site, you have read, understood, and agreed to
be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN
YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site
from time to time are hereby expressly incorporated herein by reference. We
reserve the right, in our sole discretion, to make changes or modifications to these
Terms at any time and for any reason. We will alert you about any changes by
updating the “Last updated” date of these Terms, and you waive any right to
receive specific notice of each such change. Please ensure that you check the
applicable Terms every time you use the Site so that you understand which Terms
apply. You will be subject to, and will be deemed to have been made aware of and
to have accepted, the changes in any revised Terms by your continued use of the
Site after the date such revised Terms are posted.
The information provided on the Site is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would
be contrary to law or regulation or which would subject us to any registration
requirement within such jurisdiction or country. Accordingly, those persons who
choose to access the Site from other locations do so on their own initiative and are
solely responsible for compliance with local laws, if and to the extent local laws are
applicable.
The Site is not tailored to comply with industry-specific regulations (for example,
the Health Insurance Portability and Accountability Act (HIPAA) or Federal
Information Security Management Act (FISMA), etc.), so if your interactions would be
subjected to such laws, you may not use this Site. You may not use the Site in a way
that would violate the Gramm-Leach-Bliley Act (GLBA).The Site is intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register for the Site.

2. Our Intellectual Property Rights

What it Means: As the developer and creator of Shake, we own the rights
in the Site. We allow you to use the Site in accordance with these Terms.
Unless otherwise indicated, the Site is our proprietary property and all source code,
databases, functionality, software, website designs, audio, video, text, photographs,
and graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various
other intellectual property rights and unfair competition laws of the United States,
international copyright laws, and international conventions. The Content and the
Marks are provided on the Site “AS IS” for your information and personal use only.
Except as expressly provided in these Terms of Use, no part of the Site and no
Content or Marks may be copied, reproduced, aggregated, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, distributed, sold,
licensed, or otherwise exploited for any commercial purpose whatsoever, without
our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to
access and use the Site and to download or print a copy of any portion of the
Content to which you have properly gained access solely for your personal, non-
commercial use. We reserve all rights not expressly granted to you in and to the
Site, the Content and the Marks.

3. Representations

What it Means: These are factual statements that you will make to us,
and we will rely on in making the Site available to you.
By using the Site, you represent and warrant that: 

A. All registration information you submit will be true, accurate, current, and
complete;
B. you will maintain the accuracy of such information and promptly update such
registration information as necessary; 
C. You have the legal capacity and you agree to comply with these Terms; 
D. You are not a minor in the jurisdiction in which you reside;
E. You will not access the Site through automated or non-human means,
whether through a bot, script, or otherwise;
F. You will not use the Site for any illegal or unauthorized purpose; and
G. Your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete,
we have the right to suspend or terminate your account and refuse any and all
current or future use of the Site (or any portion thereof).

4. Registering for a Shake Account

What it Means: In order to use Shake, we will require you to complete a
user registration process.

You may be required to register with the Site. You agree to keep your password
confidential and will be responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate, obscene, or
otherwise objectionable.

5. Restrictions on Use

What it Means: This is all the stuff that you can’t do when you are using
Shake.

You may not access or use the Site for any purpose other than that for which we
make the Site available. The Site may not be used in connection with any
commercial endeavors except those that are specifically endorsed or approved by
us. As a user of the Site, you agree not to:

- Systematically retrieve data or other content from the Site to create or
compile, directly or indirectly, a collection, compilation, database, or directory
without written permission from us.
- Trick, defraud, or mislead us and other users, especially in any attempt to
learn sensitive account information such as user passwords.
- Circumvent, disable, or otherwise interfere with security-related features of
the Site, including features that prevent or restrict the use or copying of any
Content or enforce limitations on the use of the Site and/or the Content
contained therein.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use any information obtained from the Site in order to harass, abuse, or harm
another person.
- Make improper use of our support services or submit false reports of abuse or
misconduct.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan
horses, or other material, including excessive use of capital letters and
spamming (continuous posting of repetitive text), that interferes with any
party’s uninterrupted use and enjoyment of the Site or modifies, impairs,
disrupts, alters, or interferes with the use, features, functions, operation, or
maintenance of the Site.

- Engage in any automated use of the system, such as using scripts to send
comments or messages, or using any data mining, robots, or similar data
gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any Content.
- Attempt to impersonate another user or person or use the username of
another user.
- Interfere with, disrupt, or create an undue burden on the Site or the networks
or services connected to the Site.
- Harass, annoy, intimidate, or threaten any of our employees or agents
engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict
access to the Site, or any portion of the Site.Copy or adapt the Site’s software, including but not limited to Flash, PHP,
HTML, JavaScript, or other code.
- Except as permitted by applicable law, decipher, decompile, disassemble, or
reverse engineer any of the software comprising or in any way making up a
part of the Site.
- Make any unauthorized use of the Site, including collecting usernames and/or
email addresses of users by electronic or other means for the purpose of
sending unsolicited email, or creating user accounts by automated means or
under false pretenses.
- Use the Site as part of any effort to compete with us or otherwise use the Site
and/or the Content for any revenue-generating endeavor or commercial
enterprise.
- Use the Site to advertise or offer to sell goods and services.
- Harassment or abusive behavior of other users
- Impersonate other users
- Create contests with skewed terms as a way to trick other users

6. User Generated Content

What it Means: When you use Shake, you may develop and contribute
various content like text or photos. This clause describes the
representations you are making about the content you create and provide
to us.

The Site may allow you to chat, contribute to, or participate in message boards,
online forums, or other functionality, and may provide you with the opportunity to
create, submit, post, display, transmit, perform, publish, distribute, or broadcast
content and materials to us or on the Site, including but not limited to text, video,
audio, photographs, graphics, comments, suggestions, or personal information or
other material (collectively, "Contributions"). Contributions may be viewable by
other users of the Site and through third-party websites. As such, any Contributions
you transmit may be treated as non-confidential and non-proprietary. When you
create or make available any Contributions, you thereby represent and warrant
that:

- The creation, distribution, transmission, public display, or performance, and
the accessing, downloading, or copying of your Contributions do not and will
not infringe the proprietary rights, including but not limited to the copyright,
patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights,
consents, releases, and permissions to use and to authorize us, the Site, and
other users of the Site to use your Contributions in any manner contemplated
by the Site and these Terms of Use.
- You have the written consent, release, and/or permission of each and every
identifiable individual person in your Contributions to use the name or
likeness of each and every such identifiable individual person to enable
inclusion and use of your Contributions in any manner contemplated by the
Site and these Terms of Use.
- Your Contributions are not false, inaccurate, or misleading.Your Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass mailings,
or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse
anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of
those terms) any other person and to promote violence against a specific
person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third
party.
- Your Contributions do not violate any applicable law concerning child
pornography, or otherwise intended to protect the health or well-being of
minors.
- Your Contributions do not include any offensive comments that are connected
to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates,
any provision of these Terms, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms and may result
in, among other things, termination or suspension of your rights to use the Site.

7. License to Your Contributions

What it Means: When you use Shake, you may develop and contribute
various content like text or photos. This clause gives us permission to use
the content you provide.

By posting your Contributions to any part of the Site or making Contributions
accessible to the Site by linking your account from the Site to any of your social
networking accounts, you automatically grant, and you represent and warrant that
you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to
host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive,
store, cache, publicly perform, publicly display, reformat, translate, transmit,
excerpt (in whole or in part), and distribute such Contributions (including, without
limitation, your image and voice) for any purpose, commercial, advertising, or
otherwise, and to prepare derivative works of, or incorporate into other works, such
Contributions, and grant and authorize sublicenses of the foregoing. The use and
distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter
developed, and includes our use of your name, company name, and any of the
trademarks, service marks, trade names, logos, and personal and commercial
images you provide. You waive all moral rights in your Contributions, and you
warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership
of all of your Contributions and any intellectual property rights or other proprietaryrights associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site. You
are solely responsible for your Contributions to the Site and you expressly agree to
release Shake from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or
otherwise change any Contributions; (2) to re-categorize any Contributions to place
them in more appropriate locations on the Site; and (3) to pre-screen or delete any
Contributions at any time and for any reason, without notice. We have no obligation
to monitor your Contributions.

8. Mobile Application License

What it Means: This clause gives you permission the Shake mobile app,
and includes restrictions on your use of the app.

License to Use the Mobile Application

If you access the Site via a mobile application, then we grant you a revocable, non-
exclusive, non-transferable, limited right to install and use the mobile application on
wireless electronic devices owned or controlled by you, and to access and use the
mobile application on such devices strictly in accordance with the terms and
conditions of this mobile application license contained in these Terms of Use. You
shall not:

A. Except as permitted by applicable law, decompile, reverse engineer,
disassemble, attempt to derive the source code of, or decrypt the application;
B. Make any modification, adaptation, improvement, enhancement, translation,
or derivative work from the application;
C. Violate any applicable laws, rules, or regulations in connection with your
access or use of the application;
D. Remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the application;
E. Use the application for any revenue generating endeavor, commercial
enterprise, or other purpose for which it is not designed or intended;
F. Make the application available over a network or other environment
permitting access or use by multiple devices or users at the same time;
G. Use the application for creating a product, service, or software that is,
directly or indirectly, competitive with or in any way a substitute for the
application;
H. Use the application to send automated queries to any website or to send any
unsolicited commercial e-mail; or
I. Use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the
application.

Apple and Android Devices

What it Means: These terms apply if you download the Shake app from the
Apple App Store or Google Play.

The following terms apply when you use a mobile application obtained from either
the Apple App Store or Google Play (each an “App Distributor”) to access the Site:
(1) the license granted to you for our mobile application is limited to a non-
transferable license to use the application on a device that utilizes the Apple iOS or
Android operating systems, as applicable, and in accordance with the usage rules
set forth in the applicable App Distributor’s terms of service; (2) we are responsible
for providing any maintenance and support services with respect to the mobile
application as specified in the terms and conditions of this mobile application
license contained in these Terms of Use or as otherwise required under applicable
law, and you acknowledge that each App Distributor has no obligation whatsoever
to furnish any maintenance and support services with respect to the mobile
application; (3) in the event of any failure of the mobile application to conform to
any applicable warranty, you may notify the applicable App Distributor, and the App
Distributor, in accordance with its terms and policies, may refund the purchase
price, if any, paid for the mobile application, and to the maximum extent permitted
by applicable law, the App Distributor will have no other warranty obligation
whatsoever with respect to the mobile application; (4) you represent and warrant
that (i) you are not located in a country that is subject to a U.S. government
embargo, or that has been designated by the U.S. government as a “terrorist
supporting” country and (ii) you are not listed on any U.S. government list of
prohibited or restricted parties; (5) you must comply with applicable third-party
terms of agreement when using the mobile application, e.g., if you have a VoIP
application, then you must not be in violation of their wireless data service
agreement when using the mobile application; and (6) you acknowledge and agree
that the App Distributors are third-party beneficiaries of the terms and conditions in
this mobile application license contained in these Terms of Use, and that each App
Distributor will have the right (and will be deemed to have accepted the right) to
enforce the terms and conditions in this mobile application license contained in
these Terms of Use against you as a third-party beneficiary thereof.

9. Social Media Accounts

What it Means: Shake may include the option to link your social media
account(s) (Facebook, Instagram, X, Tiktok, etc.) with our service. This
clause describes our rights if you decide to link your social media
accounts.

As part of the Site functionality, you may link your account with online accounts you
have with third-party service providers (each such account, a “Third-Party
Account”) by either: (A) providing your Third-Party Account login information
through the Site; or (B) allowing us to access your Third-Party Account, as is
permitted under the applicable terms and conditions that govern your use of each
Third-Party Account. You represent and warrant that you are entitled to disclose
your Third-Party Account login information to us and/or grant us access to your
Third-Party Account, without breach by you of any of the terms and conditions that
govern your use of the applicable Third-Party Account, and without obligating us to
pay any fees or making us subject to any usage limitations imposed by the third-
party service provider of the Third-Party Account. By granting us access to any
Third-Party Accounts, you understand that (X) we may access, make available, and
store (if applicable) any content that you have provided to and stored in your Third-
Party Account (the “Social Network Content”) so that it is available on andthrough the Site via your account, including without limitation any friend lists and
(Y) we may submit to and receive from your Third-Party Account additional
information to the extent you are notified when you link your account with the
Third-Party Account. Depending on the Third-Party Accounts you choose and subject
to the privacy settings that you have set in such Third-Party Accounts, personally
identifiable information that you post to your Third-Party Accounts may be available
on and through your account on the Site. Please note that if a Third-Party Account
or associated service becomes unavailable or our access to such Third Party
Account is terminated by the third-party service provider, then Social Network
Content may no longer be available on and through the Site. You will have the
ability to disable the connection between your account on the Site and your Third-
Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY
ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-
PARTY SERVICE PROVIDERS. We make no effort to review any Social Network
Content for any purpose, including but not limited to, for accuracy, legality, or non-
infringement, and we are not responsible for any Social Network Content. You
acknowledge and agree that we may access your email address book associated
with a Third-Party Account and your contacts list stored on your mobile device or
tablet computer solely for purposes of identifying and informing you of those
contacts who have also registered to use the Site. You can deactivate the
connection between the Site and your Third-Party Account by contacting us using
the contact information below or through your account settings (if applicable).

We will attempt to delete any information stored on our servers that was obtained
through such Third-Party Account, except the username and profile picture that
become associated with your account.

10. Feedback

What it Means: If you share feedback with us regarding Shake, we will
own it and may use it to improve the Site.

You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site ("Feedback") provided by you to
us are non-confidential and shall become our sole property. We shall own exclusive
rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of this Feedback for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you. You
hereby waive all moral rights to any such Feedback, and you hereby warrant that
any such Feedback is original with you or that you have the right to submit such
Feedback. You agree there shall be no recourse against us for any alleged or actual
infringement or misappropriation of any proprietary right in your Feedback.

11. THIRD-PARTY WEBSITE AND CONTENT

What it Means: Shake may include links to other websites. This clause
states that we are not responsible for the links or content on these other
sites.

The Site may contain (or you may be sent via the Site) links to other websites
("Third-Party Websites") as well as articles, photographs, text, graphics, pictures,
designs, music, sound, video, information, applications, software, and other contentor items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and Third-Party Content are not investigated, monitored,
or checked for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Site or any Third-
Party Content posted on, available through, or installed from the Site, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or other
policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or endorsement
thereof by us. If you decide to leave the Site and access the Third-Party Websites or
to use or install any Third-Party Content, you do so at your own risk, and you should
be aware these Terms no longer govern. You should review the applicable terms
and policies, including privacy and data gathering practices, of any website to which
you navigate from the Site or relating to any applications you use or install from the
Site. Any purchases you make through Third-Party Websites will be through other
websites and from other companies, and we take no responsibility whatsoever in
relation to such purchases which are exclusively between you and the applicable
third party. You agree and acknowledge that we do not endorse the products or
services offered on Third-Party Websites and you shall hold us harmless from any
harm caused by your purchase of such products or services. Additionally, you shall
hold us harmless from any losses sustained by you or harm caused to you relating
to or resulting in any way from any Third-Party Content or any contact with Third-
Party Websites.

12. Our Operation of the Site

What it Means: We have the right to operate the Shake as we see fit, and
we may take actions to protect the Site.

We reserve the right, but not the obligation, to:

A. Monitor the Site for violations of these Terms of Use;
B. take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including without limitation, reporting
such user to law enforcement authorities;
C. In our sole discretion and without limitation, refuse, restrict access to, limit
the availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof;
D. In our sole discretion and without limitation, notice, or liability, to remove
from the Site or otherwise disable all files and content that are excessive in
size or are in any way burdensome to our systems; and
E. Otherwise manage the Site in a manner designed to protect our rights and
property and to facilitate the proper functioning of the Site.

13. Privacy Policy

What it Means: This term includes a link to our Privacy Policy and notes
that if you are outside of the US there may be other data security terms
that apply.

We care about data privacy and security. Please review our Privacy Policy [INCLUDE
LINK TO PRIVACY POLICY]. By using the Site, you agree to be bound by our Privacy
Policy, which is incorporated into these Terms of Use. Please be advised the Site ishosted in the United States. If you access the Site from any other region of the
world with laws or other requirements governing personal data collection, use, or
disclosure that differ from applicable laws in the United States, then through your
continued use of the Site, you are transferring your data to the United States, and
you agree to have your data transferred to and processed in the United States. 

14. Term and Termination

What it Means: Our legal relationship continues for so long as you use
Shake, but we reserve the right to terminate your account at any time.
These Terms of Use shall remain in full force and effect while you use the Site.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE
THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,
DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR
DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED
AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name,
or the name of any third party, even if you may be acting on behalf of the third
party. In addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil, criminal,
and injunctive redress.

15. Modifications and Interruptions

What it Means: We can make changes to Shake at any time, and there may
be times when Shake is not available due to maintenance or other issues.

We reserve the right to change, modify, or remove the contents of the Site at any
time or for any reason at our sole discretion without notice. However, we have no
obligation to update any information on our Site. We also reserve the right to
modify or discontinue all or part of the Site without notice at any time. We will not
be liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience
hardware, software, or other problems or need to perform maintenance related to
the Site, resulting in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site at any time or for
any reason without notice to you. You agree that we have no liability whatsoever for
any loss, damage, or inconvenience caused by your inability to access or use the
Site during any downtime or discontinuance of the Site. Nothing in these Terms will
be construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.

16. Dispute Resolution Process

What it Means: If there is ever a disagreement between us, we agree to
follow the process described below to try to resolve it.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim
related to these Terms (each "Dispute" and collectively, the “Disputes”) brought
by either you or us (individually, a “Party” and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least 60 days before initiating
arbitration. Such informal negotiations commence upon written notice from one
Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the
Dispute (except those Disputes expressly excluded below) will be finally and
exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT
THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL. The arbitration shall be commenced and conducted under the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") and, where
appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes
("AAA Consumer Rules"), both of which are available at the AAA
website: www.adr.org. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted
in person, through the submission of documents, by phone, or online. The arbitrator
will make a decision in writing, but need not provide a statement of reasons unless
requested by either Party. The arbitrator must follow applicable law, and any award
may be challenged if the arbitrator fails to do so. Except where otherwise required
by the applicable AAA rules or applicable law, the arbitration will take place in New
York City. Except as otherwise provided herein, the Parties may litigate in court to
compel arbitration, stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator.
      
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute
shall be commenced or prosecuted in the state and federal courts located in New
York, New York, and the Parties hereby consent to, and waive all defenses of lack of
personal jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site
be commenced more than one (1) years after the cause of action arose. If this
provision is found to be illegal or unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of this provision found to be illegal
or unenforceable, and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the
Parties individually. To the full extent permitted by law, (a) no arbitration shall be
joined with any other proceeding; (b) there is no right or authority for any Dispute to
be arbitrated on a class-action basis or to utilize class action procedures; and (c)
there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations and binding arbitration: (a) any
Disputes seeking to enforce or protect, or concerning the validity of, any of the
intellectual property rights of a Party; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any
claim for injunctive relief. If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided
by a court of competent jurisdiction within the courts listed for jurisdiction above,
and the Parties agree to submit to the personal jurisdiction of that court.

17. Governing Law

What it Means: Any legal issue that may arise from your use of Shake will
be governed by New York law, even if you do not live in that state.

These Terms of Use and your use of the Site are governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be entirely performed within the State of New York, without regard to its
conflict of law principles.

18. Correction of Mistakes or Errors

What it Means: We’re human and make mistakes just like anyone else. If
we discover a mistake has been made, we will act quickly to correct it.

There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability, and various
other information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Site at any time, without
prior notice.

19. Legal Disclaimers

What it Means: These are legal disclaimers stating that we are not
providing any warranties in connection with making Shake available to
you.

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS ORIMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES
OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY
BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO
NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY
TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS
WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN
ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE
CAUTION WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY

What it Means: This is a legal term limiting our liability to you.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST
PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE
FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF
ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF
ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION
OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS.

21. Indemnification

What it Means: This is a legal term stating that you will defend and hold
us harmless against various types of third-party claims.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and employees, fromand against any loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or arising out of: (A)
your Contributions; (B) use of the Site; (C) breach of these Terms of Use; (D) any
breach of your representations and warranties set forth in these Terms of Use; (E)
your violation of the rights of a third party, including but not limited to intellectual
property rights; or (F) any overt harmful act toward any other user of the Site with
whom you connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any matter
for which you are required to indemnify us, and you agree to cooperate, at your
expense, with our defense of such claims. We will use reasonable efforts to notify
you of any such claim, action, or proceeding which is subject to this indemnification
upon becoming aware of it.

22. Your Data

What it Means: We will not be liable to you if we lose your personal data.

We will maintain certain data that you transmit to the Site for the purpose of
managing the performance of the Site, as well as data relating to your use of the
Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you have
undertaken using the Site. You agree that we shall have no liability to you for any
loss or corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.

23. How we can Communication with You

What it Means: We can communicate with you via email or some other
type of electronic communication.

Visiting the Site, sending us emails, and completing online forms constitute
electronic communications. You consent to receive electronic communications, and
you agree that all agreements, notices, disclosures, and other communications we
provide to you electronically, via email, text message, and on the Site, satisfy any
legal requirement that such communication be in writing. YOU HEREBY AGREE TO
THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER
RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS
OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby
waive any rights or requirements under any statutes, regulations, rules, ordinances,
or other laws in any jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the granting of credits by any
means other than electronic means.

24. Special Provision for California Residents

What it Means: If you are a resident of California, you may contact a state
agency to address any complaints we have not resolved to your
satisfaction.

If any complaint with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,
California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. Miscellaneous

What it Means: These are various legal terms related to our relationship
with you.

These Terms of Use and any policies or operating rules posted by us on the Site or
in respect to the Site constitute the entire agreement and understanding between
you and us. Our failure to exercise or enforce any right or provision of these Terms
of Use shall not operate as a waiver of such right or provision. These Terms of Use
operate to the fullest extent permissible by law. We may assign any or all of our
rights and obligations to others at any time. We shall not be responsible or liable for
any loss, damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part of the
provision is deemed severable from these Terms of Use and does not affect the
validity and enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and us as a
result of these Terms of Use or use of the Site. You agree that these Terms of Use
will not be construed against us by virtue of having drafted them. You hereby waive
any and all defenses you may have based on the electronic form of these Terms of
Use and the lack of signing by the parties hereto to execute these Terms of Use.

26. Shake Challenges

What it Means: When you engage in a Shake challenge with another user,
you accept the risks that come along with that challenge. The Shake
application is a “game of skill.”

Users of Shake have the ability to create custom challenges (i.e., a peer-to-peer
challenge based on a real world event like a sports game) which sometimes result
in uneven terms and payouts for the participating parties. The responsibility
ultimately lies with each user to understand the terms before accepting the terms of
the challenge. Shake will not be held liable for any monetary damages a user who
accepts, and subsequently participates in, a custom challenge with uneven terms
and payouts feels that they're entitled to, as unfair as the terms may be. The
responsibility of understanding Shake's peer-to-peer challenges (i.e. terms, payouts,
etc.) lies on each user, and Shake encourages users to not participate in custom
challenges if they do not understand the nature of Shake's model.

27. Marketing Messages

What it Means: We can contact you with marketing messages related to
Shake.

By joining Shake, and providing us with your email address and/or phone number,
you agree to receive marketing messaging from us (and other third party service
providers) at the phone number and/or email address that you provided during
registration. Text messages may incur data charges, and you agree to be
responsible for those charges.

28. Contact Info.

To resolve a complaint regarding the Site or to receive further information regarding
use of the Site, please contact us at:

PlayShake Inc.
838 Walker Road, Suite 21-2

Dover, DE

19904

support@playshake.io