These Terms of Service ("Terms") govern your access to and use of the Courtr platform, including all associated websites, applications, software, and services (collectively, the "Platform") made available by Padelpalooza, Inc., a Delaware corporation ("Company," "we," "us," or "our"). The Platform is offered under the brand name Courtr and is accessible at https://courtr.io.

Please read these Terms carefully. By creating an account, accessing, or using the Platform in any manner, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not access or use the Platform.

1. ACCEPTANCE OF TERMS

1.1 By accessing or using the Platform, you represent and warrant that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. Your continued use of the Platform constitutes your ongoing acceptance of any modifications to these Terms, subject to the notice provisions in Section 14 (Modifications).

1.2 Age Requirements. The Platform has different minimum age requirements depending on your account type:

(a) Player Accounts: You must be at least thirteen (13) years of age to create a Player account or use the free player-facing features of the Platform. If you are under 18, you represent that your parent or legal guardian has reviewed and consented to these Terms on your behalf.

(b) Operator and Organizer Accounts: You must be at least eighteen (18) years of age and have full legal capacity to enter into binding contracts to create an Operator or Organizer account or subscribe to any paid plan.

1.3 By using the Platform, you represent and warrant that you meet the applicable age requirement for your account type. The Company reserves the right to terminate any account if it determines, in its sole discretion, that a user does not meet the applicable age requirement.

2. ACCOUNT REGISTRATION

2.1 Accurate Information. To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete. You acknowledge that the Company relies on the accuracy of the information you provide, and you are solely responsible for any consequences arising from inaccurate or incomplete information.

2.2 Operator and Organizer Authority. If you are registering on behalf of a business entity, organization, club, venue, or other legal entity, you represent and warrant that: (a) you are duly authorized to act on behalf of such entity; (b) you have the legal authority to bind such entity to these Terms; and (c) the entity agrees to be bound by these Terms. In such cases, "you" and "your" refer both to you as an individual and to the entity you represent.

2.3 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to: (a) immediately notify the Company at support@courtr.io of any unauthorized use of your account or any other breach of security; (b) ensure that you log out from your account at the end of each session; and (c) take all reasonable steps to prevent unauthorized access to your account. The Company will not be liable for any loss or damage arising from your failure to comply with these obligations or from any unauthorized access to your account.

2.4 One Account Per Entity. Each individual or business entity may maintain only one active account per account type, unless the Company expressly permits otherwise in writing. The Company reserves the right to merge or terminate duplicate accounts.

2.5 Account Integrity. You agree not to create an account using a false identity, impersonate any person or entity, or use another user's account without permission. Accounts are non-transferable and may not be sold, assigned, or otherwise conveyed to any third party without the Company's prior written consent.

3. ACCOUNT TYPES

3.1 Overview. The Platform supports two primary account types, each with distinct features, obligations, and pricing structures as described in this Section.

3.2 Operator and Organizer Accounts

3.2.1 Description. Operator and Organizer accounts are designed for racquet sport clubs, venues, facility operators, and tournament organizers (collectively, "Operators") that use the Platform to manage their business operations. Features available to Operators include, but are not limited to: court utilization analytics, member management, club management tools, tournament creation and management, booking integration, and related administrative functions.

3.2.2 Paid Subscription. Operator and Organizer accounts require a paid subscription plan as described in Section 4 (Subscription and Payment). Access to Operator features is contingent on maintaining an active, paid subscription in good standing.

3.2.3 Business Use. Operator and Organizer accounts are for business use only. By registering as an Operator, you confirm that your use of the Platform is primarily for commercial or professional purposes.

3.3 Player Accounts

3.3.1 Description. Player accounts are designed for individual players of racquet sports who use the Platform for personal, non-commercial purposes. Features available to Players include, but are not limited to: player profiles, matchmaking, leaderboards, community feed, groups, in-platform messaging, challenges, and statistics tracking.

3.3.2 Free Access. Player accounts are offered at no charge, subject to these Terms. The Company reserves the right to introduce premium player features at additional cost in the future, with advance notice to existing users.

3.3.3 Personal Use Only. Player accounts are for personal, non-commercial use only. Players may not use their accounts to conduct commercial activities, promote third-party services, or operate as a business without first obtaining an Operator account and the Company's prior written consent.

4. SUBSCRIPTION AND PAYMENT

4.1 Subscription Plans. The Company offers the following annual subscription plans for Operators (pricing reflects annual equivalents billed upfront):

(a) Community Plan: $588 per year (equivalent to $49 per month), designed for small operators and individual organizers requiring essential club and event management features.

(b) Growth Plan: $1,788 per year (equivalent to $149 per month), designed for growing facilities and multi-court operators requiring expanded analytics, member management, and booking tools.

(c) Elite Plan: $5,988 per year (equivalent to $499 per month), designed for large clubs, multi-venue operators, and professional tournament organizers requiring full platform access and priority support.

4.2 Annual Commitment. All Operator subscriptions are sold on an annual basis. By subscribing to any plan, you commit to a minimum twelve (12) month term beginning on the date your subscription is activated (the "Subscription Term"). Subscriptions are non-cancellable during the Subscription Term.

4.3 Upfront Payment. Unless otherwise agreed in writing by an authorized representative of the Company, all subscription fees are due and payable in full, upfront, at the commencement of each Subscription Term. Fees are non-refundable except as expressly provided in these Terms or required by applicable law.

4.4 Auto-Renewal. Subscriptions automatically renew for successive one-year terms at the end of each Subscription Term unless you provide written notice of cancellation to the Company at support@courtr.io at least thirty (30) days prior to the end of the then-current Subscription Term. The Company will use reasonable efforts to notify you of an upcoming renewal at least forty-five (45) days before the renewal date. Your failure to cancel before the thirty (30)-day notice deadline will result in automatic renewal and billing for the subsequent Subscription Term.

4.5 Price Changes. The Company reserves the right to modify subscription pricing at any time. The Company will provide written notice of any price changes at least thirty (30) days before the start of your next Subscription Term. Price changes will not apply to the current Subscription Term but will take effect at the beginning of the next renewal term. If you do not agree with a price change, you may cancel auto-renewal pursuant to Section 4.4 before the new pricing takes effect.

4.6 Payment Processing. All payments are processed through third-party payment processors. By providing payment information, you authorize the Company and its payment processors to charge your designated payment method for all fees due under these Terms. You agree to maintain valid payment information in your account at all times. The Company does not store full payment card details on its servers.

4.7 Late Payment and Suspension. If any payment is declined, reversed, or otherwise not received by the Company when due, the Company reserves the right to:

(a) Suspend or restrict access to the Platform, in whole or in part, until all outstanding fees are paid in full;

(b) Charge any applicable late fees, bank charges, or collection costs incurred as a result of the failed payment; and

(c) Terminate the subscription for non-payment following reasonable written notice.

4.8 Taxes. All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes associated with your purchases, excluding taxes based solely on the Company's net income.

5. USER-GENERATED CONTENT

5.1 Definition. "User Content" means any data, text, photos, images, videos, statistics, profiles, messages, tournament data, club data, member information, and other content or materials that you upload, submit, post, transmit, or otherwise make available through the Platform.

5.2 Ownership. You retain all ownership rights in and to your User Content. These Terms do not transfer ownership of your User Content to the Company.

5.3 License Grant to the Company. By submitting User Content to the Platform, you grant the Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, display, distribute, modify, adapt, and prepare derivative works of your User Content solely to the extent necessary to: (a) operate, maintain, and improve the Platform; (b) provide the services to you and other users as contemplated by these Terms; and (c) comply with applicable law or legal process. This license remains in effect for as long as your User Content is hosted on the Platform and, solely to the extent necessary for the Company to fulfill any legal obligations, for a reasonable period thereafter. The Company's sharing of your User Content with Rating and Data Partners is governed separately by Section 5.7 and occurs only if you enable it.

5.4 Your Representations Regarding Content. By uploading or submitting User Content, you represent and warrant that:

(a) You own the User Content or have all rights, licenses, consents, and permissions necessary to grant the license described in Section 5.3;

(b) The User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights;

(c) The User Content does not contain any material that is defamatory, obscene, offensive, harassing, threatening, abusive, hateful, or otherwise objectionable;

(d) The User Content does not contain any false or misleading information; and

(e) The User Content complies with all applicable laws and regulations.

(f) If you enable Rating-Partner sharing under Section 5.7, you have all rights, consents, and permissions necessary to grant the sublicense described in that Section, and doing so does not violate the rights of any third party.

5.5 Content Moderation. The Company does not pre-screen User Content but reserves the right, in its sole discretion, to review, flag, edit, refuse, or remove any User Content that violates these Terms, our Community Guidelines, or that we find objectionable for any reason. The Company is not obligated to monitor or review User Content, and you acknowledge that you may be exposed to content submitted by other users that you find offensive or otherwise objectionable.

5.6 Responsibility for Content. You are solely responsible for your User Content and the consequences of posting or publishing it. The Company shall not be liable for any User Content or for any loss or damage resulting from your reliance on User Content submitted by other users.

5.7 Rating and Data Partners (Optional; Off by Default). The Platform may offer you the option to connect your player profile, match results, and rating-relevant data to third-party player-rating, ranking, and data-integration providers, including World Padel Rating and similar providers (collectively, "Rating Partners"), so that you can receive an official rating or ranking and related features. (a) This feature is OFF by default. It is enabled only if you make a separate, affirmative opt-in choice, distinct from your acceptance of these Terms. (b) If and only if you enable it, you grant the Company the additional right to sublicense the relevant data to Rating Partners, and you grant each Rating Partner a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to store, reproduce, process, analyze, combine, modify, create derivative works from, and commercially use that data for the purpose of providing, improving, and commercializing their rating, ranking, analytics, and related products and services. (c) Because a Rating Partner may continue to use data you shared while the connection was active, the license in this Section 5.7 survives the deletion of your account and the disabling of the connection, but only with respect to data already shared before disabling, and subject to the Rating Partner's own terms, privacy policy, and applicable law. (d) You may disable Rating-Partner sharing at any time in your profile settings. Disabling stops all future sharing; it does not, by itself, require a Rating Partner to delete data already shared, except as required by law. (e) Each Rating Partner acts as an independent controller of the data it receives and is responsible for its own use of that data under its own terms and privacy policy. (f) Availability. Rating-Partner sharing is not available to, and may not be enabled by or for, any account belonging to a user under eighteen (18) years of age.

6. ACCEPTABLE USE POLICY

6.1 General Standards. Your use of the Platform must comply with all applicable local, state, national, and international laws and regulations. You agree that you will not use, and will not permit others to use, the Platform in any manner that is unlawful, harmful, or contrary to these Terms.

6.2 Prohibited Conduct. You specifically agree that you will not:

(a) Access or attempt to access any systems, networks, or data connected to the Platform through unauthorized means, including hacking, password mining, or other illegitimate methods;

(b) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Platform;

(c) Scrape, crawl, spider, or use any automated tool to access, extract, or index data from the Platform without the Company's express prior written consent;

(d) Harass, abuse, threaten, intimidate, or otherwise harm any other user or any employee, officer, or agent of the Company;

(e) Post, upload, transmit, or distribute any content that is harassing, defamatory, discriminatory, obscene, offensive, or otherwise objectionable;

(f) Upload or transmit any virus, malware, spyware, trojan horse, worm, ransomware, or other harmful or malicious code, file, or program designed to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment;

(g) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(h) Use the Platform for any illegal purpose, including but not limited to gambling, money laundering, fraud, or distribution of illegal content;

(i) Interfere with or disrupt the Platform, its servers, or networks connected to the Platform, including by transmitting or facilitating the transmission of unsolicited bulk communications (spam) or by launching denial-of-service attacks;

(j) Circumvent or attempt to circumvent any access controls, usage restrictions, or content filtering mechanisms implemented by the Company;

(k) Use the Platform to collect or harvest any personally identifiable information about other users without their explicit consent; or

(l) Resell, sublicense, or otherwise commercially exploit any portion of the Platform without the Company's express prior written consent.

6.3 Consequences of Violations. Any violation of this Acceptable Use Policy may result in the immediate suspension or termination of your account, at the Company's sole discretion, with or without notice, and without any obligation to refund any prepaid fees.

7. INTELLECTUAL PROPERTY

7.1 Company Ownership. The Platform, including all software, code, algorithms, interfaces, designs, graphics, text, documentation, data compilations, databases, and all other components of the Platform, as well as the Courtr brand name, logos, trademarks, and service marks (collectively, "Company IP"), are owned by or licensed to Padelpalooza, Inc. and are protected by applicable intellectual property laws, including copyright, trademark, patent, and trade secret laws. All rights in Company IP not expressly granted in these Terms are reserved to the Company.

7.2 Limited License to Users. Subject to your compliance with these Terms and, where applicable, payment of applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal use (if a Player) or for your authorized internal business purposes (if an Operator), in each case in accordance with these Terms. This license does not include any right to:

(a) Reproduce, distribute, publicly display, or create derivative works of any Company IP;

(b) Use any Company IP for commercial purposes not expressly permitted under these Terms;

(c) Remove, alter, or obscure any proprietary notices on the Platform; or

(d) Use any trademarks, service marks, or trade names of the Company without the Company's prior written consent.

7.3 Operator Business Data. Operators retain full ownership of all business data they upload to or generate through the Platform, including member data, court utilization data, booking data, and tournament data ("Operator Data"). The Company's use of Operator Data is limited to the extent necessary to provide the services under these Terms, as further described in the Privacy Policy.

7.4 Player Content Ownership. Players retain ownership of their User Content (as defined in Section 5.1), subject to the license granted to the Company under Section 5.3 and the applicable provisions of Section 7.

7.5 Feedback. If you provide the Company with any feedback, suggestions, or ideas regarding the Platform ("Feedback"), you hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, create derivative works from, distribute, and commercialize such Feedback in any manner without any obligation to you. You acknowledge that the Company is not obligated to implement any Feedback you provide.

7.6 Copyright Infringement. If you believe that any content on the Platform infringes your copyright, please contact us at support@courtr.io with a description of the allegedly infringing material and supporting information. The Company will respond to valid notices in accordance with applicable law.

8. DATA AND PRIVACY

8.1 Privacy Policy. Your use of the Platform is also governed by the Company's Privacy Policy, available at https://courtr.io/privacy (the "Privacy Policy"), which is incorporated into these Terms by this reference. The Privacy Policy describes how the Company collects, uses, stores, and discloses information about you in connection with your use of the Platform. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

8.2 Data Security. The Company implements commercially reasonable technical and organizational measures designed to protect your data against unauthorized access, disclosure, or destruction. However, no security system is impenetrable, and the Company cannot guarantee the absolute security of your data. You acknowledge and accept the inherent risks of transmitting data over the internet.

8.3 Aggregate and Anonymized Data. The Company may collect, analyze, and use aggregated and anonymized data derived from your use of the Platform for purposes of improving the Platform, conducting research, and generating industry insights, provided that such data does not identify you individually.

9. DISCLAIMERS

9.1 "AS IS" and "AS AVAILABLE" Basis. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Guarantee of Results. The Company makes no representations or warranties regarding:

(a) Match Quality: The quality, suitability, accuracy, or outcome of any matchmaking, player pairings, or competitive matches facilitated through the Platform;

(b) Tournament Outcomes: The accuracy, fairness, or results of any tournament or event managed through the Platform;

(c) Player Ratings: The accuracy, completeness, or reliability of any player ratings, rankings, or statistical data generated or displayed on the Platform; or

(d) Business Results: Any improvement in club operations, member retention, revenue, or other business outcomes from use of the Platform.

9.3 Service Availability. The Company does not guarantee that the Platform will be available at all times or operate without interruption, delays, or errors. The Company may from time to time perform scheduled or emergency maintenance that temporarily suspends access to the Platform. The Company shall not be liable for any interruption, unavailability, or degraded performance of the Platform.

9.4 User Interactions. THE COMPANY IS NOT RESPONSIBLE FOR ANY INTERACTIONS BETWEEN USERS OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO:

(a) Interactions between Players (including disputes arising from matches, challenges, or community activities);

(b) Interactions between Players and Operators (including disputes regarding membership, booking, or tournament participation); or

(c) Any in-person conduct arising from connections made through the Platform.

You agree to take appropriate precautions in all interactions with other users, particularly if you decide to meet in person. The Company makes no representations regarding the accuracy of information provided by other users or the conduct of users on or off the Platform.

9.5 Third-Party Services. The Platform may integrate with or contain links to third-party services, applications, or websites. The Company has no control over such third-party services and makes no representations or warranties regarding them. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

10.2 Cap on Liability for Operators. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO ANY OPERATOR ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THAT OPERATOR TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

10.3 Cap on Liability for Players. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO ANY PLAYER (USING THE PLATFORM UNDER A FREE PLAYER ACCOUNT) ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

10.4 Essential Basis. You acknowledge that the limitations and exclusions of liability set forth in this Section 10 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Company would not be able to provide the Platform on the terms offered without these limitations.

10.5 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the Company's liability shall be limited to the maximum extent permitted by applicable law. Nothing in these Terms limits the Company's liability for fraud, willful misconduct, or gross negligence where such limitation is prohibited by applicable law.

11. INDEMNIFICATION

11.1 User Indemnity. You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers (collectively, "Indemnified Parties") from and against any and all claims, damages, judgments, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your User Content, including any claim that your User Content infringes the intellectual property rights, privacy rights, or other rights of any third party;

(b) Your use of the Platform, including any use by anyone accessing the Platform through your account;

(c) Your violation of these Terms, including any breach of the representations and warranties contained herein;

(d) Your violation of any applicable law or regulation; or

(e) Your interactions with other users, including any dispute arising from a match, tournament, or other activity facilitated through the Platform.

11.2 Indemnification Procedure. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such event, you agree to cooperate with the Company's defense of such claim. You shall not settle any indemnified claim without the Company's prior written consent.

12. TERMINATION

12.1 Termination by the Company. The Company may suspend, restrict, or terminate your access to the Platform, in whole or in part, at any time and for any reason, including but not limited to your actual or suspected violation of these Terms, fraudulent activity, non-payment of fees, or actions that may harm the Company, its users, or third parties. The Company may act with or without prior notice, depending on the severity of the violation and the Company's assessment of harm.

12.2 Cancellation of Auto-Renewal by Operators. Operators may cancel the automatic renewal of their subscription by providing written notice to the Company at support@courtr.io at least thirty (30) days before the end of the then-current Subscription Term, as described in Section 4.4. Cancellation of auto-renewal does not entitle you to any refund of fees already paid for the current Subscription Term, and you will retain access to the Platform until the end of the paid period.

12.3 No Refunds on Termination. Except as expressly provided in these Terms or required by applicable law:

(a) If you terminate your subscription early (prior to the end of the Subscription Term), you will not be entitled to any refund of prepaid fees;

(b) If the Company terminates your account for cause (i.e., due to your violation of these Terms), you will not be entitled to any refund of prepaid fees.

12.4 No Data Export Obligation. Upon termination or expiration of your account, the Company is under no obligation to provide you with a copy of your data or to maintain your data on its servers. You are solely responsible for exporting any data you wish to retain prior to the termination of your account. The Company may delete your data within a reasonable period after account termination, subject to applicable legal requirements.

12.5 Effect of Termination. Upon termination of your account: (a) all licenses granted to you under these Terms will immediately terminate; (b) you must cease all use of the Platform; and (c) any provisions of these Terms that by their nature should survive termination will survive, including but not limited to Section 5 (User-Generated Content — license grant survives for hosted content), Section 7 (Intellectual Property), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Dispute Resolution), and Section 15 (General).

13. DISPUTE RESOLUTION

13.1 Informal Resolution. Before filing any formal legal claim, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms or the Platform (a "Dispute") informally by contacting the Company at support@courtr.io. The Company will attempt to resolve the Dispute within thirty (30) days of receipt of your notice. If the Dispute is not resolved within this period, either party may proceed to binding arbitration as described below.

13.2 Binding Arbitration. Except as provided in Section 13.4 (Small Claims Court Exception), any Dispute that cannot be resolved informally under Section 13.1 will be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "AAA Rules") in effect at the time the arbitration is commenced. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The AAA Rules are available at www.adr.org.

13.3 Class Action Waiver. YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL AND EACH AGREE THAT SUCH PROCEEDING SHALL BE CONDUCTED INDIVIDUALLY AND NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU ARE WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST THE COMPANY.

13.4 Small Claims Court Exception. Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction, provided that the action remains in small claims court and proceeds only on an individual (non-class) basis. This exception does not apply to and shall not permit any claims that exceed the jurisdictional limits of the applicable small claims court.

13.5 Governing Law. These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. For any matters not subject to arbitration under these Terms, you consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

13.6 Time Limitation on Claims. Any claim or cause of action arising from or related to the use of the Platform or these Terms must be filed within one (1) year after the claim or cause of action arose, or it will be forever barred.

14. MODIFICATIONS TO THESE TERMS

14.1 Right to Modify. The Company reserves the right to modify these Terms at any time. We will provide notice of material changes at least thirty (30) days before the updated Terms take effect (the "Notice Period"), unless changes are required by applicable law, in which case we may provide less notice.

14.2 Notice of Changes. For material changes, the Company will provide notice by:

(a) Sending an email to the address associated with your account;

(b) Posting a prominent notice on the Platform; or

(c) Any other method reasonably calculated to bring the changes to your attention.

14.3 Acceptance of Modified Terms. If you continue to use the Platform after the Notice Period expires and the updated Terms take effect, you will be deemed to have accepted the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform and, if applicable, cancel your subscription in accordance with Section 4.4 before the updated Terms take effect.

14.4 Non-Material Changes. The Company reserves the right to make non-material changes to these Terms (such as typographical corrections, clarifications, or formatting updates) without advance notice, though we will update the "Effective Date" at the top of these Terms to reflect the date of the most recent revision.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional terms applicable to specific features or services you use (such as enterprise agreements or order forms), constitute the entire agreement between you and the Company with respect to the Platform and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral, between you and the Company relating to the same subject matter.

15.2 Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms, and the remaining provisions of these Terms will continue in full force and effect.

15.3 Waiver. No failure or delay by the Company in exercising any right, power, or privilege under these Terms shall operate as a waiver of such right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege.

15.4 Assignment. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign, transfer, or delegate any or all of its rights and obligations under these Terms without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

15.5 Force Majeure. The Company shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet outages, or third-party infrastructure failures (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the Company's obligations will be suspended for the duration of the event, and the Company will use commercially reasonable efforts to resume performance as soon as practicable.

15.6 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provisions.

15.7 Electronic Communications Consent. By using the Platform and providing your email address, you consent to receive electronic communications from the Company, including transactional emails, account notifications, billing communications, and (where you have opted in) marketing communications. You agree that all notices and disclosures provided to you in electronic form satisfy any legal requirement that such communications be in writing.

15.8 No Third-Party Beneficiaries. Except as expressly stated herein, these Terms are for the sole and exclusive benefit of the parties and their permitted successors and assigns. Nothing in these Terms shall be construed to create any rights in or obligations to any third party.

15.9 Relationship of the Parties. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company. You do not have any authority to bind the Company in any respect.

15.10 Headings. Section headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

15.11 Contact Information. If you have any questions about these Terms, please contact us at:

Padelpalooza, Inc. (Courtr)

99 Wall Street, Suite 1601

New York, NY 10005

Email: support@courtr.io

Website: https://courtr.io

This document constitutes the Terms of Service for use of the Courtr platform.