Baller Media Inc. (aka “GetHyLo, HyLo, we, our, or us”) welcomes you to the HyperLocal Marketing Software & Services Agreement (the “HyLo Services”).

Hylo reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. AGREEMENT

1.1. Acceptance. Please read this Hylo Agreement (the “Agreement”) carefully before accessing or using HyLo Services. This Agreement will govern your use of HyLo Services. You accept and agree to be bound by this Agreement when you: (a) access or use any of HyLo Software and/or Services; (b) click to accept this Agreement; (c) sign this Agreement or the order form with a link to this agreement; or (d) when, during the registration process, you use some other industry standard mechanism for indicating acceptance of this Agreement.

1.2. NOTICE OF BINDING ARBITRATION; WAIVER OF CLASS ACTION AND JURY TRIAL. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 9 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THIS AGREEMENT OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH BALLER MEDIA, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 9 OF THIS AGREEMENT, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST BALLER MEDIA AND WAIVE YOUR RIGHT TO A JURY TRIAL. PLEASE CAREFULLY READ SECTION 9.

1.3. Entity. If you are subscribing for or using Hylo Services on behalf of an entity, then you represent and warrant that you: (i) are an authorized representative or agent of that entity with the authority to bind such entity to this Agreement; and (ii) agree to this Agreement on behalf of such entity. In such a circumstance, the words “you” and “your” as used in this Agreement will refer to and apply to both that entity and you personally.

1.4. Order, Commencement and Term Length. We will provide you with an opportunity to review and confirm your order, including your Registration Data (defined in the registration order form). This Agreement commences on the date Baller Media accepts your registration as valid (that date, the “Start Date”) by sending you an email confirming Baller Media’s acceptance of your registration for Hylo Services and other details about your order (such email, the “Acceptance Email”) and continues unless terminated in accordance with this Agreement or either party gives the other party written notice for the duration as outlined on the Registration Form (the "Term Length).

1.5. Subscription & Auto-Renewal. When you sign up for Hylo Services, you enrol in a recurring subscription (a “Subscription”) that auto-renews successively unless cancelled in accordance with this Agreement. At the end of the disclosed billing period (each a “Billing Period”), your Subscription will automatically renew unless you have cancelled your Subscription in accordance with the cancellation instructions provided below or unless Parkbench has terminated this Agreement or deleted your Account. Each renewal Subscription will be on a month-to-month basis (a “Monthly Subscription”) unless prior to the commencement of the next renewal of your Subscription Parkbench has agreed to renew your Subscription as a fixed-term Subscription (a “Fixed-Term Subscription”), in which case that next renewal of your Subscription will be for the agreed upon fixed-term length. We will send you an email confirming when we have agreed to a Fixed-Term Subscription. At the end of the Billing Period for your Fixed-Term Subscription, your Subscription will once again renew as a Monthly Subscription, subject to the process described above which will repeat at the end of each Billing Period.

1.6. Access. Subject to and conditioned on your payment of all applicable fees and compliance with all other terms of this Agreement, Baller Media hereby authorizes you to access and use Hylo Services in accordance with this Agreement, commencing on the Start Date.

2. ACCOUNT REGISTRATION AND SECURITY

2.1. Registration. To access and use Hylo Services, you must first complete the registration process to create an account with us (an “Account”), which may involve: (a) registering a unique user name and password (collectively, "Credentials"); (b) providing contact information, such as your name, phone number, email address, and mailing address; (c) providing payment and billing information; and (d) providing us with any other information we request. You may only create one Account.

2.2. Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as requested by us (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data and other Account data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if Baller Media has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Baller Media has the right to suspend or delete your Account and refuse delivery of any and all current or future Hylo Services to you.

2.3. Telephone.

(a) Receipt of Calls and Messages. By providing us with a phone number, you consent to receive calls and text-messages (SMS) from us regarding the Hylo Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you.

(b) Call Recording. Your phone calls with Baller Media may be recorded for training purposes, to enhance customer services, for security, and to confirm our discussions with you

2.4. Account Sharing. Your Account and Credentials may only be used by Authorized Users and may not be shared with or transferred to any other person, except as provided in Section 2.5. You are solely responsible for maintaining the confidentiality of your Account and Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. Except as authorized in writing by Baller Media, you will not permit any other person to use your Account or Credentials, and you will immediately notify Baller Media if you know or suspect that your Account or Credentials have been used by any other person (excluding Authorized Users). You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other Personal Information. You also agree to ensure that you logout from your Account at the end of each session.

2.5. Additional Authorized Users. Baller Media will identify the Authorized Users of your Account when Baller Media sends you the Acceptance Email or in other written communication from Baller Media to you. You may contact Baller Media to request additional Authorized Users and if Baller Media grants that request (as determined in its sole discretion) Baller Media may charge you additional fees for those new Authorized Users. Baller Media reserves the right to revoke the authorization of any Authorized User at any time in Baller Media’s sole discretion. You are solely responsible and liable for all acts or omissions of your Authorized Users when they use or access the Hylo Services. As a condition of Baller Media authorizing any additional Authorized Users to use your Account and the Hylo Services, you shall:(a) cause your proposed Authorized Users to agree to bound by this Agreement as if they were you; and(b) be responsible for any breach of this Agreement by those Authorized Users.

2.6. Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your access, use, and receipt of the Hylo Services. For example, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Hylo Services; and (b) obtaining and maintaining any device or other hardware or software you use to access and use Hylo Services. Your ability to access our Website is dependent on your continued access to sufficient internet and/or data services.

2.7. Suspension or Deletion of Account. If you: (a) abuse, harass, or misuse Baller Media’s staff, services, the Hylo Services or Website (as determined in the sole discretion of Baller Media); (b) breach this Agreement or our Terms of Use; we may, in addition to other rights and remedies available to us, suspend or delete your Account or cease providing the Hylo Services to you (or both). In such an event, you will not be entitled to a refund of any pre-paid fees.

2.8. Account Deletion. You may delete your Account by emailing us at

support@GetHyLo.com

with your deletion request and following the instructions we provide you. However, your Account deletion request will not be completed until all fees owed by you have been paid for or waived in accordance with this Agreement. If your Account is deleted, you and any other Authorized Users will lose all access to the Hylo Services.

2.9. Further Matters Concerning Your Account. Baller Media may act upon any communication that is given through your Account or by using your Credentials. Baller Media is not required to verify the actual identity or authority of a person using your Account or Credentials, but Baller Media may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Baller Media is not satisfied with the verification. If Baller Media, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Baller Media may immediately cancel the Account or Credentials without any notice to you. We may require you to change your Credentials from time to time.

2.10. Data Backup. The Hylo Services do not replace the need for you to maintain regular data backups or redundant data archives. Baller Media HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA.

2.11 Control. Your exercise and use of the functionalities, features, and services described in sections 1, 2, and 3 is subject to Baller Media’s control, including without limitation, control as to quality, content, size, appearance, and form of media. Baller Media reserves the right to reject, modify, or remove any Advertisement, Uploaded Content, or other information in the Newsletter(s) or Area Webpage(s).

2.12 Truth in Advertising. You are solely responsible for any and all liability arising out of or relating to any marketing or advertising you conduct through Hylo Services, including but not limited to your HyLo Website, Email Newsletter, SMS Communications (all collectively known as “Marketing”); and (c) any material or information accessed by persons who use any hypertext link contained in the Marketing. You also agree that any and all Advertising, Marketing, and other Uploaded Content shall be truthful and fair.

2.13 Analytics. If Baller Media provides you with analytics for any of your Marketing, Baller Media does not warrant the accuracy of this information and assumes no liability whatsoever for any damages or claims relating to the same.

2.14 Errors. If any of your Marketing is not displaying correctly or contains errors, you shall fix it immediately, and if you don’t know how, you shall contact HyLo’s support to fix any/all errors without delay.

2.15 Effect of Deletion. If your Account is deleted, or if this Agreement is terminated, by either party, you and your Authorized Users will lose all access and use of the Hylo Services, and Baller Media may remove all your Marketing and Uploaded Content from Baller Media’s Systems.

3 FEES

3.1. Fee. You shall pay to Baller Media the fees (the “Fees”) applicable to the Hylo Services you have subscribed to, plus any applicable taxes. The subscription fee for Hylo Services will be communicated to you by Baller Media prior to the commencement of this Agreement. Other fees that may apply to Hylo Services will be communicated to you prior to you incurring a charge. Some fees are one-time fees charged for a particular product, service, add-on, or feature, while other fees may be recurring. Fees are payable in advance at the commencement of each Billing Period.

3.1b Communication Surcharges. All Fees are exclusive of Communication Surcharges. You will pay all Communications Surcharges associated with your use of the Platform. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are nonrefundable. Fees will be billed to the credit card we have on file. Fees for subscriptions will be billed in advance of Services. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change.

3.1c Noncancellable Fees. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.

3.2. Payment Method. Your payment method will be charged at the start of every new Billing Period. You authorize us to keep your payment method details on file and to share that information with our third-party payment processors as necessary to automatically bill you for the fees you subscribe to.

3.3. Refunds. Subject to sections 3.2 and 5.2, all payments made by you to Baller Media are non-refundable.

3.4. Late Payments. Without limiting any other rights or remedies, if amounts owed by you are not received by Baller Media within fifteen (15) days of the billing date, Baller Media may remove some or all of your Upload Content or suspend or delete your Account (or both).3.5. Fee Changes. Without limiting any other provision of this Agreement, Baller Media may modify fees payable by you, and this will be communicated to you via email, with at least 30 days notice, to allow you to cancel before the next billing date.

4. TERMINATION AND CANCELLATION

4.1 Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure. Without limiting Baller Media’s other rights and remedies, Baller Media may suspend or terminate this Agreement, without advanced notice, Baller Media reasonably concludes that you: (a) have become insolvent, unable to pay your debts as they become due, or bankrupt; (b) have conducted yourself in a way that subjects Baller Media to potential liability or that diminishes Baller Media’s goodwill; (c) have threatened, slandered, or defamed Baller Media and/or its staff members or customers.

4.2 Termination Without Cause. Baller Media may terminate this Agreement without cause by giving at least thirty (30) days’ written notice to you (a “Notice Period”) and such termination will become effective at the expiration of the Notice Period. In such case you will receive a prorated refund for the unused prepaid portion of the terminated Subscription. Fees accruing during the Notice Period must be paid by you to Baller Media.

4.3. Cancellation of Subscription. You may request cancellation of your Subscription at any time before the end of the current Billing Period. Cancellation will be effective at the end of the current Billing Period. You will be able to access HyLo Services until your cancellation has become effective. To cancel your Subscription, you must submit your cancellation request to Baller Media either by emailing

support@GetHyLo.com

. Except as required by law, no refund or credit will be provided for any partially used Billing Period. You remain responsible for paying any fees which accrue prior to the cancellation of your subscription.

4.4. Effect of Termination or Cancellation. If this Agreement is terminated or if your Subscription is cancelled: (a) you shall: (i) immediately cease use of HyLo Services and any Baller Media materials; and (ii) destroy or return any of Baller Media’s confidential information in your possession, as instructed by Baller Media; and (b) Baller Media may delete your Account and all of your Uploaded Content, Advertisements, and Marketing.5. INTELLECTUAL PROPERTY & PRIVACY

5.1 Definitions.

(a) “Content” means any and all materials, content, software, information, commentary, writing, texts, discoveries, inventions (whether or not patentable), designs, graphics, photos, images, audio, music, videos, Advertisements, Marketing, and any other type of work contemplated under the Copyright Act (Canada).

(b) “Intellectual Property Rights” means all industrial and other intellectual property rights including without limitation trademarks, patents, copyrights, and industrial designs, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

(d) “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, state, municipal, or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

(e) “Personal Information” means information about an identifiable individual;

(f) “Privacy Laws” means all present and future Laws applicable to HyLo Services relating to the collection, use, and disclosure of personally identifiable information, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada).

5.2 Grant of License. When you post, share, submit, send, communicate, display, or upload (collectively, “Uploads”) any Content to your HyLo Website (such Content, the “Uploaded Content”), you hereby grant Baller Media a nonexclusive, irrevocable, worldwide, fully-paid up, royalty-free, assignable, transferable, and sublicensable (through multiple tiers) license (“License”) to exploit, use, access, store, reproduce, adapt, rent, translate, publish, publicly perform, publicly display, modify, repost, create derivative works from, and distribute the Uploaded Content. You hereby irrevocably and unconditionally waive, and agree not to assert, any moral rights you may now or in the future have in the Uploaded Content and the Intellectual Property Rights therein. You confirm and warrant to Baller Media that you have all the rights, power, and authority necessary to grant the License and that any Uploaded Content is your original work or work that you are authorized to license to Baller Media.

5.3 Likeness. Without limiting the generality of section 5.3, if the Uploaded Content contains the name, image, likeness, statements, or voice of you (collectively, the “Likeness”), you authorize Baller Media to use your Likeness in any advertisements, marketing, or promotions of the business of Baller Media as Baller Media sees fit without compensation owed to you.

5.4 Responsibility. You understand that all Uploaded Content is your sole responsibility. You, and not Baller Media (or Baller Media’s affiliates), are entirely responsible: (i) for all of your Uploaded Content; and (ii) for ensuring that all Uploaded Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s proprietary rights.

5.5 Ownership of Derivative Content. Baller Media owns all data, information, materials, works, and content derived or created from Uploaded Content (the “Derivative Content”), including all Intellectual Property Rights in the Derivative Content.5.6 Privacy. You are solely responsible and liable for obtaining, and warrant to Baller Media that you have obtained and will obtain, sufficient consents and authorizations (including without limitation, any consents and authorizations required under any applicable Privacy Laws and anti-spam laws) to: (a) Personal/Contact Information you upload to Hylo’s Software.

6. REPRESENTATION, WARRANTIES, AND COVENANTS

6.1 Representations, Warranties, and Covenants. You represent, warrant, and covenant to Baller Media that: (a) the Uploaded Content: (i) does not and will not contain any harmful or malicious content; and (ii) does not violate any Laws; (b) you have all the rights, power, and authority necessary to grant the waivers, rights, and licenses granted under this Agreement; (c) you have the written consent, release and/or permission of every identifiable person appearing or referenced in Uploaded Content to use his/her name and/or likeness; (d) you will not, and will not authorize or induce any third party to: (i) generate automated, fraudulent, or otherwise misleading or invalid page views, impressions, inquiries, conversion, clicks, or other actions on the Website; (ii) use any Baller Media trademarks in any manner without Baller Media’s consent; and (e) your use of Hylo Services will be in accordance with all Laws.

7. INDEMNIFICATION 7.1 From you. You will indemnify and hold harmless Baller Media, and Baller Media’s directors, officers, employees, agents, representatives, successors, affiliates, subsidiaries, and assigns, from and against any and all losses, harms, damages, injuries, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from any third party claim, suit, proceeding, action, or government order or prosecution arising out of resulting from: (a) your negligence; (b) your breach of this Agreement or breach of this Agreement by any of your Authorized Users; (c) your breach of the Terms of Use; (d) your performance of your Professional Services (or failure to perform your Professional Services); (e) the Advertisements or Marketing; or (f) the Uploaded Content. You shall immediately take control of the defence and investigation of any indemnified claim and shall employ counsel reasonably acceptable to Baller Media. Baller Media reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You shall not in any event settle any matter without the prior written consent of Baller Media. You will co-operate with Baller Media as reasonably required in the defense of any claim.

8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

8.1 Disclaimer of Warranties. HYLO SERVICES AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY BALLER MEDIA ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” BALLER MEDIA HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BALLER MEDIA MAKES NO CONDITION OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR OTHERWISE) THAT HYLO SERVICES, OR ANY OTHER BALLER MEDIA OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS, OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK), OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ADDITIONALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BALLER MEDIA HEREBY DISCLAIMS ALL WARRANTIES REGARDING TRAFFIC, CLICK RATES, CONVERSIONS, LEADS, OR OTHER PERFORMANCE RESULTS RELATED TO HYLO SERVICES, ACCURACY OF INFORMATION, AND THE QUANTITY, QUALITY, AND ACCURACY OF CONTENT DISPLAYED ON THE AREA WEBPAGES.

8.2 Limitation of Liability.

(a) Dollar Cap. WITHOUT LIMITING SECTION 8.2(B), TO THE EXTENT PERMITTED BY LAW, BALLER MEDIA’S CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR HYLO SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID BALLER MEDIA IN THE PREVIOUS BILLING PERIOD (b) Exclusion of Damages. IN NO EVENT WILL BALLER MEDIA BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUES, OR LOSS OF GOODWILL OR REPUTATION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE HYLO SERVICES.

8.3 Clarifications & Disclaimers. WITHOUT LIMITING THE GENERALITY OF SECTION 8.2, BUT FOR GREATER CERTAINTY, THE LIABILITIES LIMITED BY SECTION 8.2 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF BALLER MEDIA IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of Section 8.2, Baller Media’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Baller Media’s liability limits and other rights set forth in Section 8.2 apply likewise to Baller Media’s affiliates, licensors (excluding you), suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

9. MISCELLANEOUS

9.1 Terms of Use. This Agreement is in addition to, and not in derogation of, the Terms of Use except as otherwise expressly provided in this Agreement. The Terms of Use are hereby incorporated by reference. Baller Media reserves the right to modify the Terms of Use from time to time.

9.2 Entire Agreement. This Agreement, our Privacy Policy, and our Terms of Use, constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, representations, and agreements, both written and oral, with respect to such subject matter.

9.3 Further Assurances. Each party shall, upon the reasonable request of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

9.4 Independent Legal Advice. You acknowledge that Baller Media recommended that you obtain independent legal advice before executing this Agreement and that you have had the opportunity to do so.

9.5 Notices. Baller Media may send notices concerning this Agreement to your email address or other address on file with Baller Media, and such notices will be deemed received 24 hours after they are sent. You may send routine communications to

support@GetHyLo.com

and send legal notices concerning this Agreement to

support@GetHyLo.com

and such legal notices will be deemed received upon receipt by Baller Media.

9.6 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 9.7 Amendments. Baller Media may amend this Agreement by providing written notice to you. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”). Your continued use of HyLo Services following the effective date of an amendment will confirm your consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 9.7, Baller Media may revise its Privacy Policy and Terms of Use at any time by posting a new version of either at Baller Media’s Website, and such new version will become effective on the date it is posted; except that if such amendment materially reduces your rights or protections, such revisions will instead be governed by the provisions of this Section 9.7 which precede this sentence.

9.8 Relationship of the Parties. The relationship of the parties established by this Agreement is solely that of independent contractors, and nothing contained in this Agreement shall be construed to make either party (or its agents or employees) the representative, partner, employee, agent, fiduciary, or joint venturer of the other party for any purpose.

9.9 Survival. The following Sections and Articles shall survive termination of this Agreement: 1,2,3,4,5,6,7,8, and 9, and any other provision under this Agreement that must survive to fulfill its essential purpose (including without limitation any CASL consents).

9.10 Governing Law. This Agreement shall be governed, construed, performed, and enforced in accordance with the applicable laws of the Province of British Columbia, Canada, without regard to conflict of law principles.

9.11 Arbitration. If the courts in your jurisdiction will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise you agree that, in the event of any dispute between you and Baller Media arising out of or relating to this Agreement, you and Baller Media shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both Parties. If you and Baller Media do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Kelowna, British Columbia, Canada. The appointing authority shall be the Canadian Arbitration Association. The number of arbitrators shall be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the Canadian Arbitration Association, correspondence to and from the arbitrator, and orders and awards issued by the arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order.

You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and Baller Media related to this Agreement. To opt out, Baller Media must receive, within 30 days of your acceptance of this Agreement, delivery of a clear written statement from you indicating that you wish to opt out of the arbitration provisions in this Agreement. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name. The opt-out statement must be delivered to the

support@hylo.com

If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of the Province of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these this Agreement.

9.12 Waiver of Class Action and Jury Trial. You hereby agree to waive any right you may have to commence or participate in any class action against Baller Media related to any claim and, where applicable, you also agree to opt out of any class proceedings against Baller Media. Where applicable, if a dispute arises between you and Baller Media, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.9.13 Equitable Relief. You acknowledge that a breach or threatened breach of this Agreement by you would cause Baller Media irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in in the event of such breach or threatened breach, notwithstanding Section 10.11, Baller Media will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

9.14 Force Majeure. Baller Media will not be liable or responsible to you, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Baller Media including, without limitation, acts of God, flood, fire, storm, extreme winter event, hurricane, tsunami, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if Baller Media’s failure or delay in question continues for a continuous period in excess of 30 days, you shall be entitled to give notice in writing to Baller Media to terminate the Agreement.

9.15 Assignment. You cannot assign its rights or obligations under this Agreement without Baller Media’s prior consent. Baller Media may assign this Agreement or its right or obligations under this Agreement by providing written notice to you.

9.15 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 9.16 Miscellaneous. This Agreement shall be binding on and ensure to the benefit of the parties and their respective heirs, executors, successors and permitted assigns. Time is of the essence with respect to your payment obligations under this Agreement. Headings in this Agreement are for ease of reference only and shall not affect interpretation of this Agreement. This Agreement may be executed electronically in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.