Platform Terms of Service and Waiver Agreement

1. Acceptance of Terms

You represent and warrant that you are at least 18 years old and have full legal authority to enter into this Agreement on behalf of yourself and the Academy. This Agreement incorporates by reference our Privacy Policy and any additional terms presented during signup or feature use.

2. Platform Description and Modifications

The Platform provides software tools for martial arts academy management, including but not limited to student enrollment, scheduling, billing, attendance tracking, communication features, reporting, and integrations. We reserve the right to modify, suspend, or discontinue any feature, functionality, or the entire Platform at any time, with or without notice, and without liability to you.

3. Account Responsibilities and Security

You are solely responsible for all activity under your account, maintaining the confidentiality of login credentials, and immediately notifying us of any unauthorized use. You agree to provide accurate, current, and complete information during registration and to update it as needed. We reserve the right to suspend or terminate accounts that contain false or outdated information.

4. Acceptable Use and Prohibited Activities

You agree to use the Platform solely for lawful purposes and in accordance with this Agreement and all applicable laws, including export control laws and anti-spam regulations (e.g., CAN-SPAM Act). Prohibited activities include, without limitation:

• Any illegal, fraudulent, or unauthorized activity
• Violating any applicable local, state, national, or international law
• Infringing intellectual property, privacy, or publicity rights
• Transmitting viruses, malware, or harmful code
• Harassing, abusing, defaming, or threatening others
• Impersonating any person or entity
• Interfering with Platform security, integrity, or performance
• Scraping, crawling, or automated data extraction without permission
• Using the Platform for competitive analysis or to build a competing product
• Using the Platform in high-risk or prohibited industries without prior written approval
• Permitting any third party to access the Platform using your credentials

5. Academy Compliance Obligations

As a material condition of using the Platform, you represent, warrant, and covenant that:

(a) You will comply with all applicable federal, state, and local laws, regulations, and ordinances in operating your academy, including but not limited to laws governing child protection, employment, premises liability, health and safety, and consumer protection;

(b) You will obtain and maintain commercially reasonable liability insurance coverage for your academy's physical operations, with coverage limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, and will provide proof of insurance upon our request;

(c) You will require all participants in physical activities at your academy (or their parents/guardians, if minors) to execute a liability waiver and assumption of risk agreement before participation;

(d) You will not represent, imply, or suggest to students, parents, or any third party that w3MediaLabs, LLC is involved in, responsible for, endorses, or is affiliated with your academy's physical operations, training, instruction, safety protocols, or business practices;

(e) You are solely responsible for the recruiting, hiring, training, supervision, and conduct of your instructors, employees, contractors, and volunteers, including any required background checks;

(f) You are solely responsible for the safety, maintenance, inspection, and condition of your physical premises, equipment, mats, and facilities;

(g) You will comply with all applicable data protection and privacy laws, including the Children's Online Privacy Protection Act (COPPA) where applicable, and you will obtain all necessary consents before collecting or uploading personal information of minors to the Platform.

6. User Content and Responsibility

You are solely responsible for all content you or your users upload, transmit, store, or manage through the Platform ("User Content"), including student data, parent information, messages, images, documents, and media. We do not endorse, verify, monitor, or assume any liability for User Content.

You represent and warrant that you have all necessary rights, licenses, and consents for all User Content and that such content does not violate any law or infringe any third-party rights. You grant us a worldwide, royalty-free, non-exclusive license to host, store, process, transmit, and display User Content solely as necessary to operate and provide the Platform.

We reserve the right to remove or disable access to any User Content that violates this Agreement or applicable law, without prior notice.

7. Subscription Fees and Payment Terms

Access to the Platform requires a paid subscription. Fees are as stated on our website or in your order form and are exclusive of all taxes, which you are responsible for paying. Payments are processed via third-party providers (e.g., Stripe), and you agree to comply with their terms of service.

You authorize us to charge your payment method on a recurring basis for all applicable fees. You are responsible for keeping your payment information current.

No Refunds: All fees are non-refundable and non-cancellable, including for partial subscription periods, service downtime, non-use, or dissatisfaction with the Platform.

Force Majeure: No refunds or credits will be issued for service interruptions caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, cyberattacks, infrastructure failures, or government actions.

Late Payments: Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) and may result in suspension or termination of your access.

8. Service Level Agreement (SLA)

We strive to maintain Platform availability of 99.5% uptime, measured monthly, excluding: (a) scheduled maintenance windows communicated in advance; (b) force majeure events; (c) failures of third-party services or integrations; and (d) issues caused by your systems, network, or actions.

If uptime falls below 99.5% in a given calendar month due solely to factors within our control, you may request service credits to be applied toward future subscription fees. Service credits are your sole and exclusive remedy for any downtime or service unavailability.

No uptime guarantees or SLA commitments apply to beta features, preview releases, free tiers, or third-party integrations.

9. Support and Maintenance

Basic support is provided via email or our online help center during regular business hours (Monday–Friday, 9 AM–5 PM Eastern Time, excluding holidays). We will use commercially reasonable efforts to respond to support requests within two (2) business days.

We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice when necessary to protect the Platform or its users.

Premium or priority support may be available for additional fees under a separate agreement.

10. Data Privacy, Security, and Confidentiality

Privacy: We process personal data as described in our Privacy Policy, which is incorporated herein by reference. You consent to our use of cookies, analytics, and tracking technologies as described therein.

Security: We implement commercially reasonable administrative, technical, and physical security measures, including encryption, access controls, and monitoring. However, no system is completely secure, and we cannot guarantee absolute security. We are not liable for data breaches, hacking, unauthorized access, or data loss caused by factors beyond our reasonable control, including your failure to maintain adequate security on your end.

Confidentiality: Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party under this Agreement for a period of five (5) years following termination. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party.

Data Retention and Export: You are responsible for maintaining your own backups of critical data. Upon termination of this Agreement, you may export your data for a period of thirty (30) days. After this period, we may delete all of your data without further notice or liability.

Your Compliance: You are solely responsible for your compliance with applicable privacy laws, including CCPA, GDPR (if applicable), and COPPA, in connection with the data you collect and upload to the Platform.

11. Intellectual Property

The Platform, including all software, code, designs, interfaces, trademarks, logos, documentation, and other materials, is owned exclusively by w3MediaLabs, LLC or its licensors and is protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with this Agreement and payment of all fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during your active subscription solely for your internal business purposes.

You may not: (a) modify, adapt, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) sublicense, sell, resell, or transfer your rights; (d) remove or alter any proprietary notices; or (e) use our trademarks without prior written consent.

Feedback: Any suggestions, ideas, enhancement requests, or other feedback you provide regarding the Platform ("Feedback") shall become our exclusive property. You hereby assign to us all rights in such Feedback and agree that we may use it without restriction or compensation to you.

12. Platform-Only Relationship and Cross-Liability Protection

(a) Software Provider Only. w3MediaLabs, LLC is solely a provider of software tools for academy management. We have no involvement whatsoever in your academy's physical operations, martial arts instruction, training methods, curriculum, safety protocols, premises, equipment, hiring decisions, or the supervision of students, instructors, or staff. We do not control, direct, endorse, certify, or influence how you operate your academy or conduct your business.

(b) No Relationship with Students or Parents. w3MediaLabs, LLC has no direct contractual, fiduciary, or other relationship with your students, parents, or their families. Any personal data we process about such individuals is processed solely on your behalf and at your direction as a data processor. We are not a party to any agreement, waiver, or arrangement between you and your students or parents.

(c) Cross-Liability Waiver. You agree not to assert any claim, demand, or cause of action against w3MediaLabs, LLC arising from or related to:

• Injuries, deaths, illnesses, or damages occurring at your academy, during your classes or events, or in connection with your activities;
• The acts, omissions, negligence, or misconduct of your instructors, employees, contractors, volunteers, or agents;
• Disputes, complaints, or claims by or involving your students, parents, employees, or any third party;
• The condition, safety, maintenance, or adequacy of your premises, equipment, mats, or facilities;
• Your failure to maintain adequate insurance coverage, participant waivers, safety protocols, or legal compliance;
• Any representations you make about our involvement in or endorsement of your academy.

(d) No Agency, Partnership, or Joint Venture. Nothing in this Agreement creates any agency, partnership, joint venture, franchisor-franchisee, employer-employee, or similar relationship between you and w3MediaLabs, LLC. Neither party has any authority to bind, obligate, or represent the other for any purpose.

13. Third-Party Services and Integrations

The Platform may integrate with or provide access to third-party services, APIs, payment processors, or applications (collectively, "Third-Party Services"). Your use of Third-Party Services is subject to their respective terms and privacy policies.

We do not control, endorse, or assume any responsibility for Third-Party Services, and we are not liable for their availability, accuracy, content, security, or any damages arising from your use of them. Third-Party Services are provided "as-is" without any warranty from us.

14. Beta and Preview Features

We may offer beta, preview, or experimental features ("Beta Features") that are not yet generally available. Beta Features are provided "as-is" and "as-available" without any warranty, SLA, or support commitment. We may modify or discontinue Beta Features at any time without notice.

Your use of Beta Features is at your own risk. We are not liable for any damages, data loss, or issues arising from your use of Beta Features.

15. Limitation of Liability and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) THE PLATFORM IS PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

(b) WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(c) WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(d) WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(e) OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(f) THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (i) CLAIMS ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) OUR INFRINGEMENT OF YOUR INTELLECTUAL PROPERTY RIGHTS; OR (iii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS.

(g) WE ARE NOT LIABLE FOR YOUR USER CONTENT, YOUR BUSINESS OPERATIONS, YOUR PHYSICAL ACADEMY, OR THE ACTIONS OR OMISSIONS OF YOUR STUDENTS, PARENTS, INSTRUCTORS, EMPLOYEES, OR ANY THIRD PARTY.

16. Indemnification

You agree to defend, indemnify, and hold harmless w3MediaLabs, LLC, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorney's fees and legal costs) arising from or related to:

(a) Your access to or use of the Platform, or any breach or alleged breach of this Agreement;

(b) Your User Content, including any claim that it infringes or violates any third-party rights;

(c) Your academy's physical operations, classes, training, events, or business activities;

(d) Any claim, lawsuit, or demand brought by your students, parents, employees, contractors, or any third party relating to your academy or your use of the Platform;

(e) Your failure to obtain or maintain adequate insurance coverage;

(f) Your failure to obtain proper waivers, releases, or consents from participants;

(g) Your violation of any applicable law, regulation, or third-party rights;

(h) Any misrepresentation regarding your relationship with w3MediaLabs, LLC or any false suggestion of our involvement in or endorsement of your academy;

(i) Your negligence, willful misconduct, or fraud.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree to cooperate with our defense of such claims.

17. Termination

Termination by Us: We may suspend or terminate your access to the Platform immediately, without prior notice or liability, for any breach of this Agreement, non-payment, suspected fraud, or any conduct that we determine, in our sole discretion, is harmful to us, our users, or third parties.

Termination by You: You may terminate your account at any time by providing written notice to us. No refunds will be issued for any prepaid fees or unused subscription periods.

Effect of Termination: Upon termination: (a) all rights and licenses granted to you shall immediately cease; (b) you must discontinue all use of the Platform; (c) you remain liable for all fees accrued prior to termination; and (d) you may export your data within thirty (30) days, after which we may delete it.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of South Carolina, without regard to conflict of law principles.

19. Dispute Resolution and Arbitration

(a) Binding Arbitration: Any dispute, claim, or controversy arising from or relating to this Agreement, the Platform, or your relationship with us shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Columbia, South Carolina.

(b) Class Action Waiver: YOU AND W3MEDIALABS, LLC EACH WAIVE ANY RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS OR ARBITRATIONS. All claims must be brought in your individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.

(c) Exception: If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court rather than arbitration.

(d) Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

20. Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY TRANSACTION OR RELATIONSHIP BETWEEN THE PARTIES.

21. Attorney's Fees

In any legal action, arbitration, or proceeding to enforce this Agreement or resolve any dispute arising hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees, expert witness fees, court costs, arbitration fees, and other related expenses from the non-prevailing party.

22. Venue

For any claims not subject to arbitration, including applications for injunctive or equitable relief, the sole and exclusive jurisdiction and venue shall be the state and federal courts located in Richland County, South Carolina. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue.

23. DMCA and Copyright Policy

We respect intellectual property rights and expect our users to do the same. If you believe that content on the Platform infringes your copyright, you may submit a notice to our designated DMCA agent at:

Your notice must contain:

• A description of the copyrighted work you claim has been infringed;
• Identification of the allegedly infringing material and its location on the Platform;
• Your name, address, telephone number, and email address;
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner;
• Your physical or electronic signature.

We will respond to valid DMCA notices in accordance with applicable law and may remove or disable access to allegedly infringing content. Repeat infringers may have their accounts terminated.

24. Amendments and Re-Acknowledgment

We may update this Agreement from time to time to reflect changes in the Platform, legal requirements, industry practices, or our business operations. We will provide notice of material changes via email, in-app notification, or a prominent notice upon login.

Continued use of the Platform does not constitute acceptance of updated terms. When we make material changes, we may require your explicit re-acknowledgment (e.g., by clicking "I Accept" or taking similar affirmative action). Until you provide such explicit consent to the updated Agreement, your access to the Platform may be restricted or suspended.

Non-material changes (such as clarifications or formatting changes) may take effect upon notice without requiring re-acknowledgment.

25. Notices

All legal notices under this Agreement must be in writing and delivered as follows:

To You: At the email address and/or physical address associated with your account.

Notices are effective: (a) upon receipt if delivered personally or by overnight courier; (b) upon confirmed transmission if sent by email; or (c) three (3) days after mailing if sent by certified mail, return receipt requested.

26. Miscellaneous

(a) Entire Agreement. This Agreement, together with the Privacy Policy and any Order Forms or addenda, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, or understandings, whether written or oral. In the event of any conflict or inconsistency between this Agreement and any other policies, informational pages, or materials on the Platform, this Agreement shall control.

(b) Severability. If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal, or unenforceable, this Agreement shall be automatically modified to the minimum extent necessary to cure the invalidity while preserving the parties' original intent. All remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

(c) Assignment. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment without consent shall be null and void. We may freely assign this Agreement, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and permitted assigns.

(d) Survival. The following sections shall survive any termination or expiration of this Agreement: Section 5 (Academy Compliance Obligations), Section 6 (User Content), Section 10 (Confidentiality), Section 11 (Intellectual Property), Section 12 (Cross-Liability), Section 15 (Limitation of Liability), Section 16 (Indemnification), Sections 18–22 (Governing Law, Dispute Resolution, Jury Waiver, Attorney's Fees, Venue), and Section 26 (Miscellaneous).

(e) Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

(f) Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, power failures, internet outages, or third-party service failures.

(g) Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchisor-franchisee relationship.

(h) Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

(i) Export Compliance. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions, and that you are not on any U.S. government restricted parties list.

27. Acknowledgment and Acceptance

I HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS. I AM AWARE THAT THIS IS A LEGALLY BINDING CONTRACT THAT AFFECTS MY LEGAL RIGHTS, INCLUDING A WAIVER OF THE RIGHT TO JURY TRIAL AND AN AGREEMENT TO ARBITRATE DISPUTES. I ENTER INTO THIS AGREEMENT VOLUNTARILY AND OF MY OWN FREE WILL.