A.

About Us: Welcome to SkillShow and SkillShow.com (our “Website” and its subdomains). SkillShow (“SS”, “us”, “we”, or “our”) is the owner and operator of the Website. We are a Washington limited liability company with headquarters at 2212 Queen Anne Ave N. PMB 771, Seattle, WA 98119. Our mission is to provide high quality video footage of athletic events to participating athletes and teams, and to create edited video products for individual athletes, teams & events. We do this through the services offered on our Website and by the services otherwise offered by us (together with our Website, our “Services”).

By accessing or using our Services, including viewing or using any feature available through our Website, or purchasing footage from us, you (“User”, “Users”, “you”, or “your”), expressly agree to be bound to and to abide by these Terms of Service (“Terms”), our Privacy Policy (which also governs your use of the Website and the Services and informs you of our data collection, use and disclosure practices), and any other policy we may develop from time to time (collectively, “Policies”), which creates a legal and enforceable agreement. If you do not agree to be bound to or to abide by these Terms of Use and our other Policies, do not browse or use our Website or utilize any of our Services.

B.

Our Terms of Use:

1. If you are under 13 years old, a parent or guardian must review and agree to the Terms and Conditions on your behalf in order for you to use our Site.

2. Duration of License to Access Website. Your use of and access to our Website and the Content hereon constitutes a personal, non-transferable, non-assignable, royalty free, revocable, limited and temporary license (“License”) to use our Website subject to these Terms. Your limited License to use our Website is ongoing and continues until you cease using our Website, as determined by us in our sole discretion, or until your License or ability to use our Website is terminated or restricted by us in our sole discretion.

3. Use Restrictions on Video Footage. Your purchase of video footage constitutes a personal, non-transferable, non-assignable, royalty-free, revocable, limited and temporary license (“License”) to use our footage subject to these Terms. The scope of your License is determined by the type of video purchase you make. a) Single User LicenseFor all video footage purchases that are not Team Packages, SS grants You, the purchaser, a Single User License. Your Single User License is a non transferable, nonexclusive license to use the video footage. Nothing herein restricts You from personally creating an edited video for your personal use, or from providing your edited video to any party who may be interested in viewing it, including but not limited to college coaches as part of the college recruiting process. This agreement will become effective upon purchasing film either on our website, in person at an event, or by completing an order over the phone with our internal staff. Our video footage is the copyrighted property of SS.

4. Assumption of Risk. Users assume all risks when using our Services. You agree to take all necessary precautions.

5. Limitation of Liability. (a) In no event will we be liable for any direct, indirect, punitive, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use our Services. UNDER NO CIRCUMSTANCES WILL OUR AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EXCEED FIVE-HUNDRED DOLLARS ($500.00). You agree that without these limitations on our liability we would not be able to provide the Services to you and that these limitations shall apply even if it would cause your remedies under these terms to fail of their essential purpose. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER USERS OF OUR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE PROFILES UNDER FALSE PRETENSES OR WHO ATTEMPT TO, OR DO, DEFRAUD OR HARM YOU. (c) In addition to the preceding paragraphs of this section and other provisions of these Terms, any advice that may be posted on our Services is for informational purposes only and is not intended to replace or substitute for any financial, medical, legal, tax or other professional advice. We make no representations or warranties, and expressly disclaim any and all liability, concerning any treatment, action by, or effecton any person following the information offered or provided within or through our Services. If you have specific concerns or a situation arises in which you require any such professional advice, you should consult with an appropriately trained and qualified professional.

6. Indemnification. By agreeing to these Terms, Users of the Services agree to indemnify, defend and hold harmless SS and our officers, directors, shareholders, employees, managers, subsidiaries, other affiliates, successors, assignees, agents, advisors, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners and resellers (“Affiliates”) from and against any and all claims, losses, expenses and demands of liability, including reasonable attorneys’ fees and costs incurred by us and our Affiliates in connection with any claim by a third party (including any intellectual property claim) arising, directly or indirectly, out of or otherwise relating to (i) materials and Content you Post through our Services, (ii) your use of the Services and (iii) your violation of these Terms, our Policies or any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. We and our Affiliates reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without our written consent. Users further agree to hold us and our Affiliates harmless from any claim arising from a third party’s use of information, Content, or materials of any kind that Users Post to our Services.

7. Choice of Law. These Terms, our Privacy Policy, and any other Policies are governed by the laws of the Commonwealth of Washington and of the United States of America, and without regard to conflicts of law principles.

8. Severability. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

9. Compliance. You represent and warrant that you shall comply with all applicable laws, statutes, ordinances, and regulations regarding use of our Website and Services.

10. Entire Agreement; Modification.These Terms together with our Polices any other document referenced herein, constitute the entire understanding between SS and you with respect to the subject matter hereof. You agree that we may amend, modify, or alter these Terms or our Policies at any time in our sole discretion and that the publishing of the most recent Terms or Policies on our Website, together with your continued use of our Services after such publication shall constitute your acceptance of any such subsequent Terms or Policies.

11. Feedback. Please send your comments, concerns, or questions to info@SkillShow.com. While we encourage you to provide feedback, comments and questions, it is possible that we may not be able to respond to all feedback we receive.

12. Electronic Communication. Visiting www.SkillShow.com, creating an account on www.SkillShow.com (or any of its subdomains) or sending emails to video@SkillShow.com, info@skillshow.com, and/or support@skillshow.com constitutes electronic communications. You consent to receive electronic communications and you agree that all notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.

C.

SS Refund Policy: 1.General Refund Policy SkillShow event video orders are refundable for any reason up to seven days prior to the start of the event. Refund requests received within seven days of the start of an event will receive credit towards future SkillShow event footage. All refund requests must be submitted in writing to info@SkillShow.com. Except as set forth below, no refunds or credits shall be issued for any reason after the event has started. 2.Weather Cancellation Refund If an event is canceled in total due to weather, SkillShow will issue refunds to customers making advance purchases for videos that were not started. 3.Medical Credits If illness or injury prevents a player who has made an advance video purchase from participating in the event, SkillShow will issue a credit towards a future SkillShow filmed event. Players seeking medical credits must submit a written credit request to info@SkillShow.comwithin seven days of the conclusion of the event, accompanied by a physician’s verification of the injury or illness.

D.

Edited videos: 1. Premium Edited videos All premium edited videos will be edited solely from footage owned or legally licensed by the purchaser or SkillShow. By agreeing to these terms of agreement, you certify that you have permission and rights to use any footage you submit to SkillShow. Footage shot by SkillShow can be included with the purchase of an edited video. If you would like to use footage shot by SkillShow, it must first be purchased by the customer. Any footage physically mailed to SkillShow shall be deemed NON-RETURNABLE.

For any game footage captured, produced, and distributed to you by SkillShow where highlights are included, the purchaser shall be responsible for watching their own footage and submitting a time index to SkillShow noting the times of each highlight play to be used in the edited video. The SkillShow editing staff will not watch through and choose which plays to use for you. However, for an additional charge, the purchaser may request a member of the SkillShow editing staff to review game footage and select the plays to be highlighted. The purchaser may select that option at checkout. SkillShow’s finished edited video shall not exceed a total of fifteen plays. If more than twenty plays are submitted, SkillShow editing staff will use only the first twenty listed.

After SkillShow provides the purchaser with the finished edited highlight video, the purchaser shall be allowed one complimentary round of requested re-arrangements. Rearrangement requests must be made within 7 days of receipt of the highlight video. If no revision requests are received within that time frame the reel will be considered complete. Any requests that come in outside of that time frame shall be subject to additional editing fees. Additional complimentary revisions shall only be made if an error was made by the SkillShow editing staff. Additional requested revisions beyond the complimentary round shall require additional charges. Revisions are defined as swapping in plays for plays that were discarded, a re-arrangement of plays used, music changes, text informational changes, or slides. Errors by SkillShow editing staff include misspellings, inaccurate information, highlighting of the wrong player, or highlighting the wrong play.

All finished edited videos will be posted on custom profile pages hosted on SkillShow’s website. Upon purchaser’s approval of the final product, SkillShow will provide a link to download a digital download of the edited video master file, if requested. SkillShow will not send out hard copies of the edited video master file.The purchaser may contact SkillShow to update a previously completed SkillShow edited video for an additional fee. Update charges shall be calculated based on the amount of new footage to be included. Services involved in updating an edited video include: changing slate information & graphics, adding new plays, removing old ones, play rearrangement, and music adjustment.

The purchaser may choose to remove all audio or apply a music track to the edited video. If adding music is chosen, SkillShow shall choose and add a track from their royalty free music library. Copyrighted music shall not be applied.

SkillShow may not include all footage taken during an event. In some circumstances, certain actions will be excluded if the SkillShow editor deems they are intrusive and take away from the action during the play in the video.

The purchaser, via an online form on SkillShow’s website, shall provide SkillShow the information to go on the lower third banner. Typically, that information includes name, city, state, position, and graduation year. Once SkillShow has created the third, revisions shall be made only if there was an error made by SkillShow’s editing staff. Special requests, requesting intro slides must be submitted in writing to SkillShow prior to the commencement of production of the intro slide. The purchaser shall be permitted to provide SkillShow an action still photo to be incorporated in the edited video’s title slide. If no photo is submitted, no action will be taken to include any alternate photo. If a photo is submitted after the video has been created, additional fees will apply to add in the photo.

Turnaround time on the production of an edited video is determined by the speed in which the purchaser submits the necessary information. Once all information necessary to start production has been submitted, SkillShow shall provide the purchaser with an estimated turnaround time frame. Most videos become available within 2-4 weeks but can sometimes take up to thirty days during our high production times.

By ordering and submitting a Premium Edited video for creation, the user grants permission to SkillShow and its agents and employees the irrevocable and unrestricted right to reproduce the photographs and/or video images created and/or submitted of the athlete, purchaser, or members of family, for the purpose of publication, promotion, illustration, advertising, or trade, in any manner or medium. The user hereby releases SkillShow and its representatives for all claims and liability relating to said images or video. Furthermore, permission is granted to use the edited video with or without my name, for any purpose publicly or privately, including advertising and publicity without restriction. The right to any compensation is waived.

Refunds or credits shall only be issued on a case-by-case basis in the sole discretion of SS should the purchaser be eligible for a film refund or credit as outlined in Section C SS Refund Policy.2. Edited videos from Send in Video Footage All Send in Video (“SIV”) videos will be edited solely from footage owned or legally licensed by the purchaser. By agreeing to these terms of agreement, you certify that you have permission and rights to use any footage you submit to SkillShow. Footage shot by SkillShow is NOT included with the purchase of an edited video. If you would like to use footage shot by SkillShow, it must first be purchased by the customer through a single user license. Any footage physically mailed to SkillShow shall be deemed NON-RETURNABLE.

The purchaser shall be responsible for watching their own footage and submitting a time index to SkillShow noting the times of each highlight play to be used in the edited video. The SkillShow editing staff will not watch through and choose which plays to use for you. However, for an additional charge, the purchaser may request a member of the SkillShow editing staff to review game footage and select the plays to be highlighted. The purchaser may select that option at checkout. A maximum of twenty plays may be submitted, unless otherwise agreed in writing with SkillShow.. The plays listed on the purchaser’s time index form will appear in that order in the finished video.

After SkillShow provides the purchaser with the finished edited video, any revision requests will be subject to additional editing fees. Complimentary revisions shall only be made if an error was made by the SkillShow editing staff. Additional requested revisions beyond the complimentary round shall require additional charges. Revisions are defined as: swapping in plays for plays that were discarded, a re-arrangement of plays used, music changes, text informational changes, or slates. Errors by SkillShow editing staff include misspellings, inaccurate information, highlighting of the wrong player, or highlighting the wrong play. All finished edited videos will be posted on custom profile pages hosted on YouTube and displayed via SkillShow’s website. SkillShow will also provide a link to download a digital copy of the edited video master file, if requested. SkillShow will not send out hard copies of the edited video master file.

The purchaser may contact SkillShow to update a previously completed SkillShow edited video for an additional fee. Update charges shall be calculated based on the amount of new footage to be included. Services involved in updating an edited video include changing slate information & graphics, adding new plays, removing old ones, play re-arrangement, and music adjustment. The purchaser may choose to remove all audio or apply a music track to the edited video. If adding music is chosen, SkillShow shall offer specific music selections directly to you or choose and add a track from their royalty free music library. Copyrighted music shall not be applied.All edited videos typically feature freeze frames and slow-motion highlights at SkillShow’s discretion unless previously discussed with SkillShow. Tracking and specialty graphics shall not be applied. If the purchaser would like them added additional editing fees may be applied. The purchaser, via an online form on SkillShow’s website, shall provide SkillShow the information to go on the intro slide. Typically, that information includes name, email address, school, graduation year & position. Once SkillShow has created the slide, revisions shall be made only if there was an error made by SkillShow’s editing staff. Special requests regarding intro slides must be submitted in writing to SkillShow prior to the commencement of production of the intro slide. Photos shall not be used in the creation of the intro slide on SIV reels. If a photo is desired, an additional editing fee shall be assessed.

Turnaround time on the production of an edited video is determined by the speed in which the purchaser submits the necessary information and any additional media. Once all information necessary to start production has been submitted, SkillShow shall provide the purchaser with an estimated turnaround time frame.

By ordering and submitting a SIV video for creation, the user grants permission to SkillShow and its agents and employees the irrevocable and unrestricted right to reproduce the photographs and/or video images created and/or submitted of the athlete, purchaser, or members of family, for the purpose of publication, promotion, illustration, advertising, or trade, in any manner or medium. The user hereby releases SkillShow and its representatives for all claims and liability relating to said images or video. Furthermore, permission is granted to use the edited video with or without my name, for any purpose publicly or privately, including advertising and publicity without restriction. The right to any compensation is waived. Refunds or credits shall only be issued on a case-by-case basis in the sole discretion of SS should the purchaser be eligible for a film refund or credit as outlined in Section C SS Refund Policy.