Kidz Tennis LLC and End User Purchase Agreement

END USER PURCHASE AGREEMENT

This End User Purchase Agreement (“Agreement”) is entered into by and between Kidz Tennis LLC, a Georgia corporation (“Licensor”), and the end user (“Licensee”) who accepts this Agreement by purchasing, accessing and/or using the Kidz Tennis LLC System (“System”).

1. GRANT OF SYSTEM

1.1 Licensed Rights: Licensor grants Licensee a non-exclusive, non-transferable, and revocable license to access and use the System solely for the purpose of operating a youth business in accordance with the terms set forth herein.

1.1b Included Samples: Licensor may provide samples of various forms and materials that include original works which must be modified by Licensee by removing Licensor name, logo and other reference(s) to the Licensor prior to use.

1.1c Use of System: This System is to be used by one individual or one business entity for the sole purpose of providing after school programs by the Licensee. Any expansion, replication, or distribution beyond this scope is prohibited.

1.2 Restrictions: Licensee shall not (a) sublicense, transfer, sell, distribute, share, lease, nor assign this system or license, or any rights therein, to any third party; (b) reverse engineer or attempt to extract the source code of the System or any part thereof; (c) use the System for any illegal, fraudulent, or unauthorized purpose(s); (d) share login credentials or permit unauthorized access to the System; (e) use the Kidz Tennis, Kidz Tennis & Sportz, Kidz Golf, Kidz Pickleball, Kidz Multi-Sport, Kidz Multi-Sportz, or Kidz Tennis & Sports, names, logo or other Licensor Company assets in any manner nor reference any affiliation to same.

1.3 Support: Licensor offers optional online support that requires an ongoing subscription fee at the currently prevailing rate. This amount is subject to change at any time at the sole discretion of the Licensor. If Licensee subscribes and later terminates their subscription they will no longer qualify for, nor have access to online support.

1.3a Support Type: All support is electronic via email and Licensees will be provided with the support email address to submit support questions which are typically answered within 24-72 business hours. Support is limited to the various information provided in the System and is intended to be used for clarity and does not include support for the Licensee’s failure to generate revenue, nor is the support intended to cover situations not included in the System. Support does not include assistance with Licensee business operations, finances, taxes, or any other independent business element.

1.4 Sale/Transfer of Licensee Business: If the Licensee decides to sell or transfer their business to someone else, this Agreement will automatically transfer to the new owner and the original Licensee is required to notify Licensor immediately upon transfer of the business and provide Licensor with the full name, full address, valid email and valid phone number of the transferee. Licensee must also include this Agreement in the transfer of ownership documents and ensure that the transferee is aware that they will be bound by this Agreement.

2. TERM & TERMINATION

2.1 Term: This Agreement shall commence on the Effective Date which is when Licensee submits full payment to Licensor for the System and will continue into perpetuity if the Licensee so chooses.

3. FEES

3.1 Payment: Licensee agrees to purchase this System from Licensor at the current prevailing price and no guarantees of any kind have been made by the Licensor.

3.2 Non-Refundable: All payments are final and non-refundable for any reason, regardless of Licensee’s success or failure in operating their business.

4. INDEPENDENT BUSINESS & LIABILITY WAIVER

4.1 No Ownership Rights: This Agreement does not grant Licensee any ownership interest in Licensor’s business, trademarks, assets or System.

4.2 Independent Entity: Licensee agrees to operate as an independent business and is solely responsible for all aspects of their operations, including but not limited to financial obligations, taxes, compliance with local laws and ordinances, liabilities, lawsuits, adherence to school policies and or Government related issues and/or taxation.

4.3 No Liability: Licensor shall not be held liable for any claims, damages, losses, or liabilities arising from Licensee’s business activities. Licensee agrees to indemnify and hold Licensor harmless from any third-party claims, including but not limited to customer disputes, legal actions, or regulatory penalties. To the fullest extent permitted by law, Licensor shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or related to Licensee’s use of the System.

4.4 Hold Harmless: The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, owners and agents, from and against any and all claims, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to any legal proceeding, action, or dispute resulting from the Licensee’s use of the licensed material, services, information or products.

Furthermore, the Licensee agrees to assume full responsibility for, and shall bear all legal and financial consequences of, any such proceedings and shall pay any and all associated costs, including but not limited to attorney fees, filing fees, expert witness fees, and any other court or legal expenses incurred by the Licensor as a result of such legal matters.

5. NO GUARANTEE OF SUCCESS

5.1 Effort-Based Outcome: Licensee acknowledges that business success depends on various factors, including but not limited to effort, strategy, experience, market conditions, and execution. Licensor makes no claim to actual results and any data provided is for informational purposes only. Licensor assumes full responsibility for their success or failure.

5.2 No Promises or Warranties: Licensor makes no representations or warranties regarding the profitability, revenue, or success of Licensee’s business. The System is provided “as is” without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Examples provided within this System are for illustrative purposes only.

6. INTELLECTUAL PROPERTY PROTECTION

6.1 Ownership: Licensor retains all rights, title, and interest in and to the System and all Licensed Assets, including all trademarks, copyrights, information and proprietary business methods.

6.2 Restrictions on Modification: Licensee may not alter, modify, or create derivative works of the Licensed Assets that are similar enough to be misconstrued as the original Licensed work for any purpose other than operating their own after school program(s).

7. GENERAL PROVISIONS

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles.

7.2 Dispute Resolution: Any disputes arising under this Agreement shall first be subject to good faith mediation, failing which, they shall be resolved through binding arbitration in Georgia. The extent of any dispute will not surpass the amount Licensee paid for the System.

7.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, representations, and agreements.

7.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8. ACCEPTANCE

8.1 Acceptance of Agreement: By purchasing, downloading, accessing, or using this System, the Licensee acknowledges that they have read, understand, and agree to be bound by the terms and conditions of this Agreement. No physical or digital signature is required to make this agreement legally binding.