THE PLAYBOOK
MOBILE APPLICATION
END USER LICENSE AGREEMENT

UPDATED AUGUST 26, 2024

This The Playbook Mobile Application End User License Agreement (this “Agreement”) is a binding agreement by and between you (“You”) and The Sports Mental Health & Wellness Playbook Corporation (“The Playbook”). This Agreement governs Your use of The Playbook services made available to You on The Playbook mobile application, (including all related documentation, the “The Playbook Mobile App”). The Playbook Mobile App is licensed, not sold, to You.

BY CLICKING THE “AGREE” BUTTON, OR OTHERWISE DOWNLOADING, INSTALLING, OR USING THE PLAYBOOK MOBILE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE PLAYBOOK MOBILE APP AND IMMEDIATELY DELETE IT FROM YOUR DEVICE (DEFINED BELOW).

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT IN SECTION 23. THE ARBITRATION AGREEMENT AFFECTS YOUR ABILITY TO FILE CLAIMS IN COURT. PLEASE READ THIS SECTION CAREFULLY.

1 LICENSE GRANT.

Subject to the terms of this Agreement, The Playbook grants You a limited, non-exclusive, and nontransferable license to (a) download, install, and use The Playbook Mobile App for Your personal, non-commercial use on a single mobile or personal device owned or otherwise controlled by You (“Device”) strictly in accordance with The Playbook Mobile App’s documentation; and (b) access and use on such Device the Content and Services made available in or otherwise accessible through The Playbook Mobile App, strictly in accordance with this Agreement and the terms and conditions applicable to such Content and Services as set forth in Section 8.

2 LICENSE RESTRICTIONS.

Except as may be expressly permitted by applicable law or expressly authorized by The Playbook, You shall not: (a) copy The Playbook Mobile App, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of The Playbook Mobile App; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from The Playbook Mobile App, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available The Playbook Mobile App, or any features or functionality of The Playbook Mobile App, to any third party for any reason, including by making The Playbook Mobile App available on a network where it is capable of being accessed by more than one device at any time; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting The Playbook Mobile App.

3 YOUR RESPONSIBILITIES AND RESTRICTIONS.

3.1
Acceptable Use. In addition, You shall not: (a) provide passwords or other log-in information to any third party; (b) share non-public The Playbook Mobile App features or content with any third party; (c) access The Playbook Mobile App in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of The Playbook Mobile App services, or to copy any ideas, features, functions or graphics of The Playbook Mobile App; or (d) engage in web scraping or data scraping on or related to The Playbook Mobile App, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If The Playbook suspects that You have violated the requirements of this Subsection 3.1, we may suspend Your access to The Playbook Mobile App services without advanced notice, in addition to all other remedies The Playbook may have.  The Playbook is not obligated to take any action against You or any other user or other third party for violating this Agreement, but The Playbook is free to take any such action as it deems necessary in its sole discretion.

3.2
Unauthorized Access. You agree to take reasonable steps to prevent unauthorized access to The Playbook Mobile App services, including by protecting Your passwords and other log-in information. You shall notify The Playbook immediately if You know of or suspect unauthorized use of The Playbook Mobile App, its services, or breach of The Playbook Mobile App’s security.

3.3
Compliance with Laws. In using The Playbook Mobile App services, You shall comply with all applicable laws, including laws governing the protection of personally identifiable information and other laws applicable to the protection of Your content.

3.4
System Access. You are responsible and liable for: (a) Your use of The Playbook Mobile App and all services therein; and (b) any use of The Playbook Mobile App and the services therein through Your account or passwords, whether authorized or not.

4 RESERVATION OF RIGHTS.

You acknowledge and agree that The Playbook Mobile App is provided under license, and not sold, to You. You do not acquire any ownership interest in The Playbook Mobile App under this Agreement, or any other rights thereto other than the limited right to use The Playbook Mobile App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Playbook and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to The Playbook Mobile App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.

5 USER ACKNOWLEDGMENT. 

The Playbook is not responsible for any loss or damage arising out of any decisions ultimately made or implemented based on Your use of The Playbook Mobile App, including but not limited to losses, costs, expenses, damages, or liabilities incurred as a result of or relating to any content posted or obtained through The Playbook Mobile App. The Playbook has no control over and does not guarantee the pricing, quality, safety or legality of any products or services promoted or sold on The Playbook Mobile App.

6 PROHIBITED CONDUCT.

6.1
By using The Playbook Mobile App, You understand and agree that You will not engage in the prohibited conduct described herein. You shall not use The Playbook Mobile App:

6.1.1
for any illegal or fraudulent purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy;

6.1.2
for purposes of competitive analysis, the development of a competing product or service, or any other purpose that is to The Playbook’s commercial disadvantage; or

6.1.3
in any way that (a) posts, lists, or uploads content that is false, inaccurate, misleading, deceptive; (b) contains any threat of violence to others; (c) is in furtherance of illegal activities; (d) is harassing, hateful, libelous, defamatory, abusive, or constitutes spam; or (e) is pornographic, predatory, sexually graphic, racist, offensive, harmful to a minor, or would otherwise violate the rights of any third party or give rise to civil or criminal liability.

6.2
At all times while using The Playbook Mobile App, You shall not:

6.2.1
submit information or documentation to The Playbook Mobile App that pertains or belongs to any other party;

6.2.2
post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;

6.2.3
attempt to use any method to gain unauthorized access to any features of The Playbook Mobile App;

6.2.4
directly or indirectly decipher, decompile, remove, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of The Playbook Mobile App, security-related features of the Services, features that prevent or restrict use or copying of any content accessible through The Playbook Mobile App, or features that enforce limitations on use of the Services, except to the extent applicable laws specifically prohibit such restriction;

6.2.5
directly or indirectly modify, translate, or otherwise create derivative works of any part of The Playbook Mobile App, nor republish, sell, rent, or sublicense, reproduce, duplicate, or copy material from The Playbook Mobile App;

6.2.6
directly or indirectly license, copy, sell, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder or commercially exploit The Playbook Mobile App, in whole or in part;

6.2.7
harvest or collect information about other users without their consent;

6.2.8
directly or indirectly take any action that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of The Playbook or any third party; or that impersonates any person or entity, including any employee or representative of The Playbook;

6.2.9
directly or indirectly take any action that imposes or may impose (as determined by The Playbook in its sole discretion) an unreasonable or disproportionately large load on The Playbook’s or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of The Playbook Mobile App or any activities conducted on The Playbook Mobile App; run any form of auto-responder or “spam” on The Playbook Mobile App; or use automated means (including but not limited to scripts, third-party tools, bots, or web scrapers) to interact with The Playbook Mobile App in any way;

6.2.10
create a false identity on The Playbook Mobile App, misrepresent Your identity, impersonate any person or entity (including any employee or representative of The Playbook), create, use, or attempt to use an Account for anyone other than You, or sell or otherwise transfer Your account; and

6.2.11
use the Playbook Mobile App in violation of any law, rule or regulation.

6.3
If for any reason The Playbook determines that You have failed to follow these rules, The Playbook reserves the right to prohibit any and all current or future use of The Playbook Mobile App by You. If The Playbook has reason to suspect, or learn that anyone is violating this Agreement, The Playbook may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. The Playbook reserves the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

6.4
Further, The Playbook reserves the right to suspend or terminate Your account or Your ability to access The Playbook Mobile App if any information provided to The Playbook proves to be untrue, inaccurate, not current, or incomplete. It shall be a violation of this Agreement to (a) submit inauthentic information for account registration or maintenance, (b) create or control more than one account without The Playbook’s express written authorization (including, but not limited to, using a name that is not Yours, using a temporary or secondary email address, or providing any other falsified information), or (c) allow any other person to use Your Account to participate in or otherwise use The Playbook Mobile App.

7 COLLECTION AND USE OF YOUR INFORMATION.

You acknowledge that when You download, install, or use The Playbook Mobile App, The Playbook may use automatic means (including, for example, cookies and web beacons) to collect information about Your Device and about Your use of The Playbook Mobile App. You also may be required to provide certain information about Yourself as a condition to downloading, installing, or using The Playbook Mobile App or certain of its features or functionality, and The Playbook Mobile App may provide You with opportunities to share information about Yourself with others. All information The Playbook collects through or in connection with The Playbook Mobile App is subject to The Playbook privacy policy located at (The Playbook Privacy Policy). By downloading, installing, using, and providing information to or through The Playbook Mobile App, You consent to all actions taken by The Playbook with respect to Your information in compliance with The Playbook Privacy Policy. The Playbook may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to Your content with personally identifiable information removed.

8 CONTENT AND SERVICES.

The Playbook Mobile App may provide You with access to The Playbook’s products and services, and website located at sportsmentalhealthplaybook.com (“Website”) and products and/or services accessible thereon, and certain features, functionality, and content accessible on or through The Playbook Mobile App may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by this Agreement and the Website’s terms of use located at (The Playbook Terms of Use) and The Playbook Privacy Policy referenced at Section 7 above, which are incorporated herein by this reference. Your access to and use of such Content and Services may require You to acknowledge Your acceptance of The Playbook Terms of Use and The Playbook Privacy Policy and/or to register with the Website, and Your failure to do so may restrict You from accessing or using certain of The Playbook Mobile App’s features and functionality. Any violation of The Playbook Terms of Use will also be deemed a violation of this Agreement.

9 GEOGRAPHIC RESTRICTIONS.

The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that You may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If You access the Content and Services from outside the United States, You are responsible for Your compliance with all laws.

10 UPDATES.

The Playbook may from time to time in its sole discretion develop and provide The Playbook Mobile App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of The Playbook Mobile App. You agree that The Playbook has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your Device settings, when Your Device is connected to the internet either: (a) The Playbook Mobile App will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that The Playbook Mobile App or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of The Playbook Mobile App and be subject to all terms and conditions of this Agreement.

11 AMENDMENT.

The Playbook reserves the right at any time to: (a) change the terms and conditions of this Agreement; (b) change The Playbook Mobile App, including eliminating or discontinuing any offering, content, or feature; or (c) change any fees or charges associated with any products and services available through The Playbook Mobile App. The Playbook may modify this Agreement from time to time without notice to You. You agree to review this Agreement periodically to ensure that You are aware of any modifications. Your continued access or use of The Playbook Mobile App will constitute Your continued assent and agreement to be bound by the modified terms and conditions of this Agreement.

12 THIRD-PARTY MATERIALS.

The Playbook Mobile App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that The Playbook is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Playbook does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk and subject to such third parties' terms and conditions.

13 OWNERSHIP.

13.1
The Playbook Content. Through The Playbook Mobile App, The Playbook may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “The Playbook Content”). The Playbook Content shall remain the sole and exclusive property of The Playbook and its licensors and all rights not specifically granted to You are reserved by The Playbook or its licensors.

13.2
The Playbook Intellectual Property Rights. The Playbook Mobile App and The Playbook Content are protected in many ways, including copyrights, trademarks, service marks, and other rights and laws. You agree to respect all legal notices, information, and restrictions contained in any content accessed through the Services, including in any The Playbook Content. You also agree not to change, translate, or otherwise create derivative works based off The Playbook Content. All other user content viewed through The Playbook Mobile App is the property of its respective owner. You have a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use The Playbook Mobile App and The Playbook Content solely for legally permitted activities related to The Playbook Mobile App as outlined in this Agreement.

14 TERM AND TERMINATION.

14.1
Term. The term of Agreement commences when You download or otherwise install The Playbook Mobile App and acknowledge Your acceptance of the terms and conditions of this Agreement and will continue in effect until terminated by You or The Playbook as set forth in this Section.

14.2
Termination. You may terminate this Agreement by deleting The Playbook Mobile App and all copies thereof from Your Device. The Playbook may terminate this Agreement at any time without notice if it ceases to support The Playbook Mobile App, which The Playbook may do in its sole discretion or if The Playbook’s agreements with third party licensor’s or service provider’s end. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement. Upon termination (a) all rights granted to You under this Agreement will also terminate; and (b) You must cease all use of The Playbook Mobile App and delete all copies of The Playbook Mobile App from Your Device and account. Termination of this Agreement will not limit any of The Playbook’s rights or remedies in this Agreement or at law or in equity.

15 RISK OF EXPOSURE.

YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES INHERENT RISKS, INCLUDING BUT LIMITED TO, THE RISK OF UNAUTHORIZED DISCLOSURE OR EXPOSURE OF YOUR CONTENT OR INFORMATION ABOUT YOU AND THAT, IN SUBMITTING YOUR CONTENT TO OR TRANSMITTING IT THROUGH THE PLAYBOOK MOBILE APP, YOU UNDERSTAND AND ASSUME THESE RISKS. The Playbook offers no representation, warranty, or guarantee that Your content will not be exposed or disclosed through The Playbook Mobile App or through errors or the actions or inaction of third parties.

16 ACCURACY.

The Playbook has no responsibility or liability for the accuracy of any content submitted to or transmitted through The Playbook Mobile App by You or another user, including without limitation Your content.

17 DISCLAIMER OF WARRANTIES.

THE PLAYBOOK MOBILE APP IS PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLAYBOOK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLAYBOOK MOBILE APP, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE PLAYBOOK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLAYBOOK MOBILE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

18 LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PLAYBOOK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLAYBOOK MOBILE APP OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL THE PLAYBOOK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (a) THE AMOUNTS ACTUALLY PAID BY YOU THROUGH THE PLAYBOOK MOBILE APP WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE FIRST CLAIM UNDER THIS AGREEMENT, OR ONE HUNDRED DOLLARS ($100).

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE PLAYBOOK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO CERTAIN OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

19 INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless The Playbook and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to Your use or misuse of The Playbook Mobile App or Your breach of this Agreement, including but not limited to the content You submit or make available through The Playbook Mobile App.

20 EXPORT REGULATION.

The Playbook Mobile App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release The Playbook Mobile App to, or make The Playbook Mobile App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making The Playbook Mobile App available outside the US.

21 US GOVERNMENT RIGHTS.

The Playbook Mobile App is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to The Playbook Mobile App as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

22 GOVERNING LAW.

This Agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or The Playbook Mobile App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota in each case located in Minneapolis, Minnesota and Hennepin County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

23 ARBITRATION.

23.1
YOU AND THE PLAYBOOK AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND THE PLAYBOOK ARISING FROM OR RELATING IN ANY WAY TO THIS WEBSITE, THESE TERMS OF USE OR THE TRANSACTIONS CONTEMPLATED HEREIN, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

23.2
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified herein. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Minneapolis, Minnesota. The arbitrator will have exclusive authority to resolve any dispute relating to the arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

23.3
YOU AGREE TO ARBITRATE ON AN INDIVIDUAL BASIS. IN ANY DISPUTE, NEITHER YOU NOR THE PLAYBOOK WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

23.4
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE PLAYBOOK MAY SEEK EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION.

24 LIMITATION OF TIME TO FILE CLAIMS.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLAYBOOK MOBILE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

25 MISCELLANEOUS.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.  This Agreement, The Playbook Terms of Use and The Playbook Privacy Policy constitute the entire understanding and agreement between You and The Playbook with respect to The Playbook Mobile App and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to The Playbook Mobile App.