TERMS AND CONDITIONS

Important notice: These terms and conditions contain a binding arbitration provision and a class action waiver. Please read it carefully because it affects your legal rights as detailed in the binding individual arbitration section below.

Effective Date: May 10, 2022

GENERAL

This Agreement governs your access to and use of: (a) the codeninjas.com and codeninjasfranchise.com websites, (the "Sites"): (b) the various "Code Ninjas" mobile software applications, ("Mobile Applications"): and (c) any private access portals for "Code Ninjas" centers students and parents ("Portal(s)"). In this Agreement we use the terms "we" or "us" to refer to Code Ninjas, LLC. We use the term "Platform" to refer to the Sites, Mobile Applications, and Portal(s) together, individually, and in any combination. This Agreement is intended to apply broadly and it governs any and all access and use of the Platform, the information or content contained Platform, and all aspects of the Services (defined below).

By using the Platform, you ("you" or "your") agree to this Agreement. If you do not agree to this Agreement, you may not use the Platform.  You represent that you have the capacity to be bound by this Agreement and are legally authorized to make any and all reservations and purchases, or if you are acting on behalf of a company or other person or entity, that you have the authority to bind, and make such reservations and purchases on behalf of, such company, person or entity. In order to determine your compliance with this Agreement, we may monitor your access and use of the Platform and Service(s) in accordance with our Privacy Policy.

THIS AGREEMENT ESTABLISHES AN ONGOING LEGAL CONTRACT BETWEEN YOU AND CODE NINJAS, LLC. BY USING, VISITING, OR BROWSING THE PLATFORM OR SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE PLATFORM OR SERVICES.

Certain features of the Platform and/or Service(s) may be subject to additional terms that will be provided in connection with such features. Any and all such additional terms are incorporated by reference into this Agreement. In the event of a conflict between the additional terms and any provision in this Agreement, the additional terms will prevail, but only with respect to the Sites, the Portal(s) and/or any Service (defined below) to which the additional terms apply.

Use of the Platform and/or the Service(s) is also governed by the Terms and Conditions of any Customer Agreement and /or Customer Terms and Conditions you may have entered with your independently owned and operated Codes Ninjas^® franchised location (each, a "Franchised Location and collectively, the "Franchised Locations"). Your continued use of the Platform and/or the content or information contained on any one of them, and/or any Service (defined below) is an acknowledgement and acceptance that neither Code Ninjas, LLC, nor any of its past, present, or future affiliates or subsidiaries and their respective officers, directors, incorporators, members, partners, owners, agents, management, controlling parties, entities under common control, vendors, service providers, attorneys, employees, or representatives (all of all of whom are third-party beneficiaries of the Agreement and are collectively referred to as the "CN Entities") is a party to any Customer Agreement and/or Customer Terms and Conditions you may enter with an independently owned and operated "Code Ninjas"^® Franchised Location. Your continued use of the Platform and/or any Service (defined below) is an acknowledgement and acceptance by you that the CN Entities are not responsible for any acts or omissions related in any way to your use of the Platform, or any Service (defined below).

Code Ninjas, LLC reserves the right, at any time, to modify, alter, or update this Agreement without prior notice. Modifications shall become effective immediately upon being posted in the Platform. Your continued use of the Platform and/or any Service (defined below) after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.

1. DESCRIPTION OF SERVICE(S)

Through the Platform, Code Ninjas, LLC is providing you with information about products and services offered through Franchised Locations, including educational programs for children, (a) in addition to the Platform, software platforms and as applicable, social media platforms we make available from time to time, (b) point-of-sale systems and databases and customer management platforms (c) the ability to schedule, modify, and/or cancel classes or services with any Franchised Locations; (d) provide information to and complete forms with your Franchised Location; (e) enter into and use benefits under any customer agreement entered into with your local Franchised Location; (f) purchase and/or redeem gift cards at Franchised Locations; (e) purchase services or product at any local Franchised Location as a guest; (g) view information about and find the Franchised Location nearest you; (h) request franchise information; (h) complete customer satisfaction surveys about any Franchised Location; (i) receive email notifications and notifications from other mediums (collectively, the "Service(s)").

2. USE OF PLATFORM AND SERVICE(S)

You may access and use the Platform and Service(s) only for lawful purposes and only pursuant to this Agreement. Your right to access and use the Platform and Service(s) is personal to you and is not transferable by you to any other person or entity. Unless explicitly permitted by us in writing, you may not assign, transfer, re-market, resell or otherwise dispose of, the Platform and Service(s) without obtaining our prior written consent, which may be withheld in our sole discretion.

Your access and use of the Platform and Service(s) may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of such the Sites, Portal or Service or other actions that we may, in our sole discretion, elect to take. From time to time, we may suspend or discontinue, or otherwise restrict access by any user to, any the Sites, Portal and /or Service or any portion or feature of any Sites, Portal and /or Service at any time, in our sole discretion and without prior notice to you. We will not be liable if, for any reason, any Sites, Portal and /or Service or any portion or feature of any Sites, Portal and /or Service is unavailable at any time or for any period.

We may cancel or modify any the Platform and /or Service, including any purchases, gift cards, rewards points or other applicable items, if it appears that they are the result of fraudulent or inappropriate activity, or under other circumstances where it appears a mistake or error has occurred.

As a user of the Platform and /or Service(s), you will not and you will not attempt to or otherwise authorize, encourage or support a third party’s attempts to, do any of the following, as determined by us, in our sole discretion:

• Violate any applicable law or regulation;
• Upload, post, use, transmit, or otherwise make available, including by e-mail, (each, a "Post") any content or information that is false or inaccurate;
• Post any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or content that could otherwise be considered to be objectionable;
• Impersonate or use the identity of another person or organisation, or falsely state or otherwise misrepresent your affiliation with a person or organisation;
• Engage in any activities or manipulate identifying material to misrepresent the origin of content;
• Post any content that is subject to any disclosure restrictions;
• Post any materials, items, information or content that infringes or otherwise violates any patent, copyright, trademark, or any other intellectual property rights;
• Post any unsolicited or unauthorized advertising or promotional materials, including without limitation, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• Use it to disseminate any information or content, including by e-mail, that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or information or content that could otherwise be considered to be objectionable;
• Post any material that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software or hardware or telecommunications equipment;
• Interfere with or otherwise limit the use of the Platform or Service(s) by other users; or collect, compile, or store personal information about other users of the Platform or Service(s);
• Disrupt or interfere with the operation of the Platform or Service(s) by overloading or exceeding the capacity of this Sites or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through this Sites or any affiliated or linked sites;
• Disrupt or interfere with the security of, or otherwise cause harm to, the Platform or Service(s) or the systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Platform or Service(s) or any affiliated or linked sites
• Use any robot, spider, other automatic device, or manual process to "screen scrape," monitor, "mine," or copy the web pages on the Platform or Service(s) or the content contained therein without Code Ninjas, LLC’s prior, express, and written permission; or
• Use the Platform or Service(s) for commercial purposes.

You agree that you are solely responsible for the Post of any content that you make available on or send through the Platform or Service(s) ("User Content"). In addition to the rights granted to Code Ninjas, LLC elsewhere in this Agreement, you hereby grant Code Ninjas, LLC the irrevocable right to copy and use User Content in connection with the Platform and Service(s) and for the purposes related to your Post of the User Content. Although Code Ninjas, LLC has no obligation to screen, edit or monitor any of the User Content or user conduct on the Platform or Service(s), Code Ninjas, LLC reserves the right, and has absolute discretion, to remove, screen or edit any User Content and to monitor any user conduct on the Platform and Service(s) at any time and for any reason without notice. Your User Content may be available on the Platform and/or Service(s) for a limited period of time, as determined by Code Ninjas, LLC in its sole discretion. You are solely responsible for creating backup copies and replacing any of your User Content at your sole cost and expense.

3. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE PLATFORM, THE INFORMATION OR CONTENT CONTAINED ON ANY OF THEM AND/OR ANY SERVICE IS AT YOUR SOLE RISK: (2) AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, AND ANY CONTENT OR INFORMATION PROVIDED BY ON ANY OF THEM AND/OR ANY SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND: AND (3) THE CN ENTITIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, THE INFORMATION CONTAINED ON ANY OF THEM AND/OR ANY SERVICE EITHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT).

YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE CN ENTITIES DO NOT WARRANT THAT: (1) THE PLATFORM, ANY CONTENT PROVIDED BY ANY OF THEM, AND/OR ANY SERVICE WILL MEET YOUR REQUIREMENTS: (2) THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE: AND/OR (3) THAT DEFECTS IN THE PLATFORM AND/OR THE INFORMATION CONTAINED ON ANY OF THEM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CODE NINJAS, LLC OR ITS AUTHORIZED REPRESENTATIVES OR ANY EMPLOYEE AT ANY FRANCHISED LOCATION WILL CREATE A WARRANTY.

THE ABOVE EXCLUSIONS SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND/OR YOUR USE OF THE PLATFORM AND/OR THE INFORMATION AND CONTENT PROVIDED BY ANY OF THEM AND/OR ANY SERVICE(S). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE IN SUCH INSTANCES, THE ABOVE-REFERENCED EXCLUSION IS INAPPLIABLE.

4. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CN ENTITIES SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR THE CN ENTITIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND/OR INCIDENTAL DAMAGES, NOR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, AND/OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE PLATFORM OR THE INFORMATION CONTAINED ON ANY OF THEM, OR ANY SERVICE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE), EVEN IF THE CN ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

Under no circumstances whatsoever shall Code Ninjas, LLC’s aggregate liability resulting from or relating to your use of this Platform, or any Service, exceed Five Dollars ($5.00).

5. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the CN Entities harmless from any claims, demands, liabilities, damages, losses, and expenses (including, without limitation reasonable attorneys’ fees and costs) that is the result of from a claim made by any third party due to or arising out of or connected in any way with your use of the Platform and/or any information or content provided on any of them, any Service, any service or product provided by or purchased from a Franchised Location, the violation of this Agreement, using your equipment to access the Platform, infringement of any intellectual property or any other right of any person or entity. The indemnification obligations under this Section shall survive the termination or expiration of this Agreement or your use of the Platform and/or any Service.

6. BINDING INDIVIDUAL ARBITRATION

PLEASE READ THIS SECTION CAREFULLY—IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Agreement to Arbitrate

Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of this Agreement, your use of or access to the Platform, or any Service, or any products or services sold, offered or purchased on or through any Franchised Location, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided below, will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this "Agreement to Arbitrate" section (this "Agreement to Arbitrate").

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would.

The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement, including any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.

The arbitration will be conducted by the American Arbitration Association (the "AAA") at its offices in or nearest to the City of Houston, Texas, under the AAA’s rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org

Code Ninjas, LLC (also referred to in this Section 6 as "we" or "us") and you will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Texas, including recognized principles of equity, and will honour all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Judgement upon any award rendered by the arbitrator is final, binding and conclusive upon you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Harris County, Texas.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING PLATFORM, OR ANY SERVICE, YOU CONSENT TO THESE RESTRICTIONS.

Exclusions from Arbitration: YOU AND THE CN ENTITIES AGREE THAT THE ONLY DISPUTES NOT COVERED BY THIS SECTION ARE (1) CLAIMS REGARDING THE INFRINGEMENT, PROTECTION OR VALIDITY OF YOUR OR CODE NINJAS, LLC’S TRADE SECRETS, COPYRIGHT, TRADEMARK OR PATENT RIGHTS AND (2) CLAIMS YOU CHOOSE TO PURSUE IN SMALL CLAIMS COURT WHERE JURISDICTION AND VENUE OVER CODE NINJAS, LLC AND YOU OTHERWISE QUALIFIES FOR SUCH SMALL CLAIMS COURT AND WHERE YOUR CLAIM DOES NOT INCLUDE A REQUEST FOR ANY TYPE OF EQUITABLE RELIEF.

Right to Opt-Out of Binding Arbitration and Class Action Waiver Within 30 Days. You have the right to opt-out and not be bound by this arbitration provision by sending written notice of your decision to opt-out to Code Ninjas, LLC, Attn: Paul Schlett, ACP, 2880 Broadway Bend Boulevard, Building #2, Pearland, Texas 77584 or privacy@codeninjas.com. The written notice must be postmarked or emailed within thirty (30) days of the later of the date noted in the "Last Update to Section 6" or your initial log in to the Sites, or any of the Portal(s). Your written notification must include: (1) your name, (2) your physical postal address, and (3) a clear statement that you do not wish to resolve disputes with any Code Ninjas Entity through arbitration. Otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of this Section. If you opt-out of this arbitration provision, the CN Entities also will not be bound by it. If you do not affirmatively elect to opt out as described above, your use of the Platform and/or any Service will be deemed to be your irrevocable acceptance of this Agreement and any changes/updates to this Section.

Notice of Dispute. IF YOU HAVE A DISPUTE WITH ANY CODE NINJAS ENTITY, YOU MUST FIRST SEND WRITTEN NOTICE OF THE NATURE OF THE DISPUTE TO CODE NINJAS, LLC, Attention: PAUL SCHLETT, ACP, 2880 BROADWAY BEND BOULEVARD, BUILDING #2, PEARLAND, TEXAS 77584 or PRIVACY@CODENINJAS.COM TO GIVE THE ENTITY WITH WHICH YOU HAVE A DISPUTE THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION. You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If the Code Ninjas Entity with which you have a Dispute does not resolve your Dispute within sixty (60) days from receipt of written notice of the Dispute, you or the Code Ninjas Entity with which you have a Dispute may pursue your claim in arbitration pursuant to the terms in this Section.

Confidentiality of Arbitration Proceedings. Arbitration proceedings conducted pursuant to this Section 6 shall be strictly confidential. The fact that an arbitration exists or is proceeding, the nature of the Dispute, all documents exchanged in connection with the arbitration, all testimony (including transcripts of testimony, if any) that is given in the arbitration proceeding, and any arbitration award shall remain confidential. The only exceptions to this confidentiality provision are disclosures reasonably necessary to confirm or vacate an arbitration award, a judicial challenge to an arbitration award or its enforcement, or disclosure that is required by operation of law or court order; provided, however, that this Paragraph shall not prevent the disclosure of such information (1) as may be required to your legal and financial advisors and independent accountants; (2) as may be required to any Code Ninjas Entity’s (a) legal, financial and other professional advisors, regulators, rating agencies, independent accountants, analysts, agents, and/or directors, (b) shareholders and/or affiliates and their respective officers, directors and legal, financial and other professional advisors, and/or (c) existing or potential insurers or reinsurers, existing or potential investors, existing or potential lenders, or existing or potential purchasers; and/or (3) as otherwise required to comply with any applicable law or regulation.

Severability. If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that specific clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable, and the Dispute will be decided by a court and you and the Code Ninjas Entity with which you have a dispute each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

Continuation. This Section shall survive any termination of this Agreement or the provision of any Service to you.

GOVERNING LAW AND JURISDICTION

THE PARTIES AGREE THAT THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW RULES, GOVERN THIS AGREEMENT AND ANY DISPUTES BETWEEN YOU AND ANY CN ENTITIES. ANY DISPUTE NOT SUBJECT TO ARBITRATION WILL BE LITIGATED EXCLUSIVELY BY EITHER PARTY IN A COURT OF COMPETENT JURISDICTION IN EITHER THE DISTRICT COURTS OF TEXAS, COUNTY OF HARRIS, OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF TEXAS.

8. MODIFICATIONS AND INTERRUPTION TO SERVICE

Code Ninjas, LLC reserves the right to modify or discontinue the Platform and/or any Service(s) at any time, with or without notice to you. The CN Entities shall not be liable to you or any third party should Code Ninjas, LLC exercise its right to modify or discontinue the Platform and/or any Service. You acknowledge and accept that Code Ninjas, LLC does not guarantee continuous, uninterrupted or secure access to the Platform and operation of the Platform may be interfered with or adversely affected by numerous factors or circumstances outside of Code Ninjas, LLC’s control.

9. THIRD-PARTY SITES, MOBILE APPLICATIONS AND INFORMATION

The Platform may include links to other mobile applications and sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that the CN Entities are not responsible for the accuracy or availability of, or the content located on or through, any third-party mobile application or site. Links to such mobile applications and sites do not imply any endorsement, ownership, control, authorization or sponsorship by Code Ninjas, LLC of such mobile applications or sites, or the content, products, or services available from such mobile applications or sites. You acknowledge sole responsibility for and assume all risk arising from your use of any such mobile application or site. By using the Platform and/or the Service(s), you expressly release the CN Entities from any and all liability arising from your use of any third-party mobile application or site. You should contact the provider, administrator or webmaster for those third-party mobile applications and sites if you have any concerns regarding such links or the content located on such mobile applications and/or sites. Your use of those third-party mobile applications and sites is subject to the terms of use and privacy policies of each mobile application and site, and we are not responsible therein. We encourage you to review said privacy policies of any third-parties’ mobile applications and sites.

10. SECURITY AND PASSWORD; CREDIT CARD INFORMATION

You are solely responsible for maintaining the confidentiality of your password and account. Please do not share your password or account information.

Purchases on the Sites: To make purchases on the Sites or through the Portal(s), if available, you will be required to enter your credit card information.

Student Registration Using the Sites or Portal(s): To register a student for programs or events through the Sites or Portal(s), if applicable, you will be required to enter your credit card information, which is used by the Franchised Location where you are a customer and also provided to us. Payment is due at your local Franchised Location at the time of registration, pursuant to the terms of a Customer Agreement and/or Customer Terms or Conditions that you enter into with your local Franchised Location, or pursuant to any applicable cancellation policy. You agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Code Ninjas, LLC or its affiliates may store your credit card information that is entered through the Sites or Portal(s), may make any authorized charge on your credit card, and may have access to your credit card information.

In-Store Payments: Payments you make by credit card in-store are to a Franchised Location, not Code Ninjas, LLC. Code Ninjas, LLC or its affiliates may receive any of your credit card information but will use commercially reasonable encryption methods to treat your credit card information in a secure manner. You represent and warrant that your credit card information is true and that you are authorized to use the credit card.

11. REFUNDS AND CANCELLATIONS

You will not be entitled to refunds for purchased Services which you elect to cancel. Our Franchised Locations use registrations to predict and obtain the resources needed to provide the Services to students. Therefore, refunding student cancellations may have a negative impact on the Services provided to other students.

If you elect to cancel your Services in the middle of a pre-paid period, you can choose to continue to access the Services for the remainder of the pre-paid period, or have your access terminated but with no refund or proration of charges.

Individual Franchised Locations may develop their own refund and cancelation policies for the Services they provide you. These policies will be set forth in the Terms and Conditions of any Customer Agreement and /or Customer Terms and Conditions that you may enter into with your local Franchised Location. The refund and cancelation policies you agree to with your local Franchised Location will supersede the policies described Section 11 of this Agreement.

The refund and cancelation policies in this Agreement are subject to State law.

12. DISCLAIMER REGARDING ACCURACY OF FRANCHISED LOCATION INFORMATION

Hours of operation, services provided, and other information have either been provided by the Franchised Locations or collected from publicly available sources. While Code Ninjas, LLC makes every effort to ensure that the information on the PLatform is accurate, we make no representations or warranties as to the accuracy or reliability of any information on the Platform.

You acknowledge and agree that: (1) Code Ninjas, LLC does not operate, own, or otherwise control individual local Franchised Locations; (2) that individual local Franchised Locations are operated by an independent third-party franchisee under a license and franchise agreement from Code Ninjas, LLC; and (3) any disputes that you have with the franchisee, staff, and/or other parties relating to a local Franchised Locations are not with Code Ninjas, LLC.

13. COMPLIANCE WITH LAWS

You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use the Platform or any Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

14. COPYRIGHT, TRADEMARK, AND INTELLECTUAL PROPERTY INFORMATION

All content included or available on the Platform, including site and application design, text, graphics, interfaces, and the selection and arrangements thereof is Copyright © 2021 Code Ninjas, LLC, with all rights reserved, and is the property of Code Ninjas, LLC and/or third parties protected by intellectual property rights.

Any use of materials on the Sites Platform, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Code Ninjas, LLC is strictly prohibited. You agree not to use any robot, spider, or other automatic device, or manual process to monitor or copy the Platform and/or any content or information contained on any of them without prior written permission of an authorized officer of Code Ninjas, LLC.

The “Code Ninjas” mark, the domain names (and corresponding websites at) and are owned by Code Ninjas, LLC. Code Ninjas, LLC’s trademarks may not be used in connection with any product or service that is not provided by Code Ninjas, LLC or a Franchised Location, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Code Ninjas, LLC. This Agreement does not give you any license or other right to use any of the Code Ninjas, LLC trademarks, domain names, copyrighted material, or other intellectual property.

All other trademarks displayed in the Platform, if any, are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those vendors. In addition, such use of trademarks or links to the sites of vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with Code Ninjas, LLC.

15.NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Code Ninjas, LLC designates the following individual as its agent for receipt of notifications of claimed copyright infringement.

Code Ninjas, LLC

Attn: Paul Schlett, ACP

By Mail: 2880 Broadway Bend Boulevard, Building #2, Pearland, Texas 77584

By Email: privacy@codeninjas.com

16. SUBMISSIONS

Any and all questions, comments, suggestions, and similar materials or information that you send or submit to Code Ninjas, LLC or a third party provider on the Platform, or in connection with any Service(s), by a Post or otherwise (collectively, "Submissions"), shall become Code Ninjas, LLC’s property; and you hereby transfer, sell, and assign to Code Ninjas, LLC all of your right, title, and interest in and to any such Submissions, including without limitation, any and all related patent, copyright, trademark, and other intellectual property rights. Code Ninjas, LLC has no obligation of any kind whatsoever to maintain any confidentiality with respect to any such Submissions. Code Ninjas, LLC shall be free to use them for any purpose whatsoever without providing you notice or receiving your consent, and without restriction or compensation.

Except as otherwise stated herein, this Agreement constitutes the entire and exclusive understanding and agreement between you and Code Ninjas, LLC regarding the Platform and any Service and supersedes and replaces any and all prior oral and written understandings or agreements between you and Code Ninjas, LLC regarding the Platform and/or any Service. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by Code Ninjas, LLC, in its sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between Code Ninjas, LLC and you in relation to your participation as a user of the Platform and/or any Service. You agree you may not use the Platform and/or any Service without accepting this Agreement and that by accepting this Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Policy (available at codeninjas.com. Your use of the Platform and/or any Service also is an acknowledgement that no Code Ninjas Entity is a party to any Customer Agreement and/or Customer Terms and Conditions you may have entered at your local Franchised Location.

ACCESSIBILITY

Our Commitment to Accessibility

We are committed to facilitating the accessibility and usability of our websites, codeninjas.com and codeninjasfranchise.com, for all people.  To that end, Code Ninjas, LLC is in the process of implementing functional improvements to codeninjas.com and codeninjasfranchise.com consistent with relevant portions of the World Wide Web Consortium's Web Content Accessibility Guidelines 2.0 Level AA ("WCAG 2.0 AA"). You can find additional information about WCAG 2.0 AA here: WCAG 2.0 AA.

CONTACT CODE NINJAS WITH YOUR ACCESSIBILITY QUESTIONS

Please be aware that our efforts are ongoing. If you have specific questions or concerns about the accessibility of codeninjas.com, codeninjasfranchise.com or any other Code Ninjas Site, please contact us at privacy@codeninjas.com.