PARTICIPANT AGREEMENT Terms and Conditions __________________________ IMPORTANT INFORMATION, PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY. SBG Technologies, LLC (“SBG”) offers access to scheduling and payment of Activities of all sorts offered by Third Party Providers. All arrangements made by SBG for you (the “Participant”) are made through third-party activity venues, operators, or a combination of such third-party entities (“Providers”). All bookings through SBG with our Providers are subject to these terms and conditions. If you choose to book an activity through SBG, you hereby acknowledge, accept, and agree to be bound by these terms and conditions. Prices and Payment: Prices are set by Providers and will vary. Payment is due in full at the time of booking, and the Participant will receive a booking conﬁrmation via email. In certain circumstances, some bookings are customizable and may be invoiced. The payment terms for any particular Activity are provided at the time of booking. By booking the Activity, the Participant agrees to the listed terms. Chargeback/ACH Policy – In the event of chargeback, the full amount of the excursion shall be refunded less a $30 fee per our chargeback policy. Subscribers hereby acknowledge and authorize SBG Technologies, LLC to withdraw funds by ACH from their account in the event of a chargeback. Cancellation Policy: The following standard cancellation policy applies to all Activities, unless otherwise stipulated on a Provider’s website. Participants may cancel a scheduled booking by calling SBG at 888-958-0809. Cancellations made by Participants 14 days or more prior to the start of the scheduled booking will be charged 10% of the total booking fee as a cancellation fee but will otherwise receive a full refund. Cancellations made by Participants between 48 hours and 13 days prior to the start of the scheduled booking will receive a refund of 50% of the total booking fee. Cancellations made by Participants less than 48 hours from the start of the scheduled booking will not receive any refund and will forfeit the entirety of total booking fee. If a Participant chooses to terminate an Activity before it was scheduled to conclude, the Participant will receive no refund. In the event that a Provider cancels an Activity at any time, the Participant will receive a full refund. Provision of Booking and Payment Services Only: SBG does not own or operate any of the Providers through whom we offer the Activities; rather, SBG serves solely as an intermediary through which the Providers may offer Activities to and accept payment from Participants. As such, the particular details and terms of the Activities are determined solely between the Provider and the Participant. Any disputes or issues – other than those addressed in the Cancellation Policy stated above – that arise before, during, or after the completion of an Activity shall be determined by the Participant and the Provider. Waiver of Liability: The Participant agrees that he or she will not seek to hold SBG (and Affiliate Partners) liable and hereby waives any and all potential claims against SBG (and Affiliate Partners) stemming from any problems, issues, or injuries that are in any way related to the booking of an Activity, including but not limited to any claims for past, present or future injuries or damages, demands, obligations, actions, or causes of action seeking compensatory or punitive damages, interest, costs, expenses incurred, attorney’s fees, or any other losses of any nature whatsoever, whether such claims be based upon alleged tort or alleged contract or any other legal or equitable theory of recovery. In short, by booking a Activity through SBG (and Affiliate Partners), you hereby acknowledge and agree that SBG (and Affiliate Partners) cannot and will not be liable to you for any issue relating to an Activity, aside from issues addressed in the Cancellation Policy above. If you nevertheless seek to hold SBG (and Affiliate Partners) liable for any losses, injuries, or damages of any kind or nature, the Participant hereby agrees to indemnify SBG (and Affiliate Partners) for all costs, including attorney’s fees, related to the assertion of such a claim or cause of action. Assumption of Risk: The Participant understands and agrees that there are inherent risks in the activities offered by the Providers in the Activities. In consideration of the Providers offering the listed Activities, the Participant hereby acknowledges that the Activities have these inherent dangers and risks and that participation in the Activities may result in injury or illness. The Participant further acknowledges that the risks that are assumed may include negligence by Participants, Providers, or other third parties, or as the result of unpredictable forces or acts of God. In other words, by booking and participating in the Activities, Participants assume all risks, dangers, and responsibility for any losses or damages. Restrictions: Providers reserve the right to accept or refuse any person as a Participant of any Activity. Those decisions are and shall be made solely by the Provider. For example, some Activities may not be suitable for people with certain medical issues, limitations or particular requirements. It is the responsibility of the Participant to inform Provider of such in writing at the time that the booking is made. Failure to inform a Provider of any such condition, requirement or limitation will result in the Participant remaining liable for the full booking fee. Transportation to Activities: SBG does not offer any travel arrangements for Participants to or from the site of an Activity , nor do we provide assistance with visas, international driving licenses, passports, or any other travel documentation. Travel to and from the site or point of departure of an Activity is solely the responsibility of the Participant. The terms of SBG’s Cancellation Policy will apply even if a Participant is unable to participate in an Activity due to travel-related issues. Applicable Law. These terms and conditions and all of the rights and responsibilities of SBG, Providers, and Participants shall be governed by South Carolina law. AFFILIATE PARTNER & ACTIVITY PROVIDER AGREEMENT Terms and Conditions __________________________ IMPORTANT INFORMATION, PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY. THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE ANN. § 15-48-10, ET SEQ., AS MODIFIED HEREIN Definitions: SBG Technologies, LLC, herein referred to as “SBG”, is the owner and creator of the activity scheduling software for which this document outlines Terms and Conditions of use by Providers and Participants. “Providers,” as used in this document, refers to businesses providing services for SBG and Affiliate Partners. All Providers are classified as Independent Contractors. “Activity,” as used in this document, refers to any provider-offered excursion or activity, not provided by SBG or Affiliate Partners directly. “Participant,” as used in this document, refers to any person booking & participating in a given “Activity,” a customer of any “Provider.” “Affiliate Partners,” as used in this document, refers to third party affiliates of SBG who integrate any of SBG’s platform of services as contemplated in this agreement. In consideration of the mutual covenants contained herein and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows: Provider's Duties. 1.1 During the term of this Agreement, Provider agrees to perform all services in accordance with the terms and conditions set forth in this Agreement. The services performed by the Provider shall consist of providing activities for customers (the "Activity"). The specifications of each Activity, including, but not limited to, location, compensation, cancellation policy and the services to be performed by the Provider are set forth in a booking statement that will be provided to the Provider by SBG and Affiliate Partners. 1.2 For each Activity, Provider shall keep an accurate schedule via SBG software and by default commit to any bookings by Participants that have been listed on the Provider’s schedule. In the event that a Provider is scheduling outside of SBG software, in the case of a double booking, Provider shall fulfill the SBG Activity booking. Provider shall ensure that Activity complies with all federal, state and local laws or regulations and any applicable permitting for Provider's services. 1.3 All Activities performed by Provider and others under its direct or indirect supervision and control shall be done in a professional and safe manner (see Provider Qualifications). Provider and others under its direct or indirect supervision and control shall arrive clean and neatly dressed. Provider and any others under its direct or indirect supervision and control shall arrive at the Activity's embarkment point at least fifteen (15) minutes prior to the Activity's departure time and be ready to depart at the departure time. Provider shall wait at least thirty (30) minutes before a customer will be considered a “No Show”. 1.4 Provider shall only use equipment and procedures that conform with all laws, ordinances and regulations, whether federal, state, county, municipality, township, or city. Provider, or its business, shall possess all federal, state, county, municipality, township, or city licenses or permits necessary to complete the Activity and operate as a business offering Activities to third-parties. 1.5 After acceptance of the booking statement, Provider shall immediately notify SBG if Provider cannot provide the Activity for any reason. Provider will report directly to SBG in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by SBG and agreed to by Provider. Term. The Term of this Agreement will begin on the Effective Date and will continue until such time as this Agreement is terminated by either party. This Agreement may be terminated at any time upon thirty (30) days written notice by Provider or at any time by SBG. Provider is obligated to complete any bookings scheduled within that 30 day period, although at SBG’s discretion, those bookings may be re-assigned to another provider. SBG reserves the right to re-assign any booking at SBG’s discretion and will be responsible for re-assigning those bookings outside of the 30 day period. Compensation. Provider is compensated based on the agreement with their direct contractor, but consists of a percentage of total fees or a flat fee and provisions for payment thereof shall be as follows: 3.1 Payment will be by electronic transfer (ACH) and processed within three business days after completion of scheduled activity. For companies with approved credit, payment will be made directly to the provider at the time of booking, after standard processing time. Should a dispute arise to the service level of the participants experience, SBG reserves the right to adjust payments paid to the provider or collected from the participant. Reports and Required Documentation. In order to enable SBG and Affiliate Partners to maintain accurate records and provide customer services and as a requirement to receive compensation for an Activity, the Provider agrees to complete a confirmation concerning each Activity. Company reserves the right to withhold any compensation due to the Provider pending the completion of such confirmation. Provider shall require Participants in activities that involve any reasonably foreseeable degree of risk, danger and/or injury or bodily harm, including, but not limited to dismemberment or death, to sign a waiver indemnifying SBG and its affiliate partners from any liability and provide SBG copies of those waivers. SBG and its affiliate partners shall be included as “additional insureds” on Provider’s liability insurance policy. Ownership of Intellectual Property. 5.1 Any and all inventions, discoveries, developments and innovations invented by Provider during this Term of this Agreement relating to SBG and Affiliate Partners’ Businesses (as defined in section 6.2) shall be the exclusive property of Company; and Provider hereby assigns all right, title, and interest in the same to SBG and Affiliate Partners. Any and all inventions, discoveries, developments and innovations invented by Provider prior to the Term of this Agreement relating to Provider’s existing Business, or invented independent of SBG and Affiliate Partners’ Businesses (as defined in section 6.2) shall be the exclusive property of the Provider. 5.2 Provider acknowledges that any original designs, artwork, marketing materials or other compilations (“Works”) created by it pursuant to this Agreement are “compilations” or “supplementary works” as those terms are used in Section 101 of the Copyright Act, and that the Works will be, and will be treated as having been, specially ordered or commissioned for use as a compilation or supplementary work rendered for, at the instigation and under the overall direction of SBG and Affiliate Partners; and therefore that all the work on and contributions to the Works by Provider, as well as the Works themselves, are and at all times shall be regarded as “work made for hire” by the Provider for SBG and Affiliate Partners. Without curtailing or limiting the foregoing acknowledgment, Provider assigns, grants and delivers (and agrees further to assign, grant and deliver) exclusively to the SBG and Affiliate Partners, all rights, titles and interests of every kind and nature whatsoever in and to the Works, and all copies and versions, including all copyrights and all renewals. 5.3 Provider further agrees to execute and deliver to SBG and Affiliate Partners such other and further instruments and documents that SBG and Affiliate Partners may request for the purpose of establishing, evidencing and enforcing or defending the complete, exclusive, perpetual and worldwide ownership by SBG and Affiliate Partners of all rights, titles and interests of every kind and nature whatsoever, in any inventions or the Works. 5.4 Provider shall not use the logo of SBG or any Affiliate Partners without written consent. Covenant Not to Disclose Trade Secrets and Confidential Information. 6.1 Provider acknowledges that SBG and Affiliate Partners has information which is confidential and information which constitutes trade secrets which SBG and Affiliate Partners use in its business and which is essential to its continued ability to compete and be successful in the scheduling and payment of activities industry. 6.2 For purposes of this Agreement, the term Business shall mean the business of scheduling and payment for activities and operating a website, database and/or payment network in connection with said purposes. 6.3 The term "Trade Secret(s)", as used herein, shall be defined as information, including, but not limited to, a formula, pattern, compilation, program, device, method, technique, product, system or process, design, prototype, procedure or code that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 6.4 Provider acknowledges and recognizes that the information on SBG and Affiliate Partners’ customers, including their buying history, preferences, contact information and related information, the research it has developed on the scheduling and payment for activities field, its pricing information and its business methods and operating procedures, as the same may exist from time to time, are valuable, special and unique assets of SBG and Affiliate Partners’ business and are Trade Secrets belonging to SBG and Affiliate Partners. 6.5. The term "Confidential Information", as such term is used herein, shall mean any information which SBG and Affiliate Partners uses in its Business, which is not generally known in SBG and Affiliate Partners’ industry and which SBG and Affiliate Partners considers to be confidential or proprietary, even though such information does not rise to the level of a Trade Secret and is not protected under 6.4 above. 6.6. Provider further covenants and agrees that during the Term of this Agreement and at all times thereafter, Provider shall not use or disclose any Trade Secrets of SBG and Affiliate Partners to any person, association or entity, for any reason or purpose whatsoever, without the written consent of SBG and Affiliate Partners. 6.7 Provider further covenants and agrees that during the Term of this Agreement and for a period of two (2) years following its termination, either by Provider or SBG and Affiliate Partners, for any reason whatsoever, Provider shall not use or disclose any Confidential Information, without the written consent of SBG and Affiliate Partners. 6.8 Provider agrees that: a) only its employees with a defined need to know shall be granted access to Confidential Information and only after they have been informed of the confidential nature of the Confidential Information and the restrictions imposed hereunder on the use thereof; b) only its consultants or independent Providers with a defined need to know shall be granted access to Confidential Information which shall be conditioned on such consultant or independent Provider agreeing to be bound by the terms of this Agreement; c) no copies or reproductions shall be made of any Confidential Information except to effectuate the purposes of this Agreement; and d) it shall not make use of any Confidential Information for its own benefit or for the benefit of any third party, other than in connection with the purposes of SBG and Affiliate Partners’ Businesses. Covenant Not to Solicit Customers. 7.1 Provider covenants and agrees that during the Term of this Agreement, Provider shall not, directly or indirectly, alone or in association with or on behalf of any other person or entity, (i) solicit for the purpose of providing services or products in competition with the SBG and Affiliate Partners’ Businesses, (ii) accept any Business from or (iii) perform any service in competition with SBG and Affiliate Partners for, any person or entity who was a customer of SBG and Affiliate Partners during the last twenty-four (24) months and with whom Provider had any contact during such time. 7.2 Provider covenants and agrees that in the event the Provider's relationship with SBG and Affiliate Partners ends by termination of this Agreement, either by Provider or SBG and Affiliate Partners, for any reason whatsoever, Provider shall not, for a period of one (1) year following the termination of Provider's employment with the Business of SBG and Affiliate Partners, directly or indirectly, alone or in association with or on behalf of any other person or entity, (i) solicit for the purpose of providing services or products in competition with the SBG and Affiliate Partners Businesses, (ii) accept any Business from or (iii) perform any service in competition with SBG and Affiliate Partners for, any person or entity who was a customer of SBG and Affiliate Partners during the last twenty-four (24) months and with whom Provider had any contact during such time. 7.3 Provider recognizes and acknowledges that SBG and Affiliate Partners’ customers, their contact information, preferences and the specific needs of such customers are essential to the success of its Business and its continued good will and that its customer list is a property interest of SBG and Affiliate Partners, having been developed by SBG and Affiliate Partners at great effort and expense. Online Reservations Exclusivity. 8.1 Provider agrees that during the Term of this Agreement that Provider shall not utilize any other third-party online service that permits customers to make reservations with the Provider for activities; provided, however, nothing contained herein shall prohibit Provider from operating its own website and advertising its services online. 8.2 During the Term of this Agreement, Provider shall devote as much of its productive time, energy and abilities to the performance of its duties hereunder as is necessary to perform the required duties in a timely and productive manner. Provided the services are obtained without breaching this Agreement, Provider is expressly free to perform services for other parties while performing services for Company. Insurance and Indemnity. 9.1 Unless otherwise specified by the SBG and Affiliate Partners, before commencing any Activities, Provider shall obtain and maintain from a reputable insurance carrier liability insurance insuring all owned, non-owned, hired equipment for property damages and personal injuries with the minimum limits of liability coverage of (i) $250,000 per occurrence liability coverage, or (ii) the lowest per occurrence liability coverage allowed by the state in which the Provider's equipment is titled, whichever per occurrence liability coverage is greater. Provider shall list SBG and Affiliate Partner(s) as additional insureds. 9.2 The Provider agrees to deliver up front to the SBG and Affiliate Partners insurance certificates evidencing such insurance coverage. 9.3 Provider agrees to indemnify, release and hold harmless SBG and Affiliate Partners and its employees, officers, agents, successors and assigns from any and all claims, losses, expenses, penalties, fines, damages liabilities, and all other claims whatsoever made by anyone, relating to or arising from the Provider's performance or failure to perform under this Agreement or Provider's statements or admissions relating to an Activity. Right to Injunction. The parties hereto acknowledge that the Confidential Information, services to be rendered by Provider under this Agreement and the rights and privileges granted to SBG and Affiliate Partners under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Provider of any of the provisions of this Agreement will cause SBG and Affiliate Partners irreparable injury and damage. Provider expressly agrees that SBG and Affiliate Partners shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Provider. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that SBG and Affiliate Partners may have for damages or otherwise. The various rights and remedies of SBG and Affiliate Partners under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law. Remaining Compensation. 11.1 Upon termination of this Agreement, Provider shall be entitled to receive, as its full and sole remaining compensation under this Agreement, all compensation earned and payable through the date of termination and Provider shall have no right to receive any further payments. 11.2 Upon termination of this Agreement for any reason, SBG and Affiliate Partners shall have the right to offset against any payment owing to Provider, any damages, liabilities, costs or expenses suffered by SBG and Affiliate Partners by reason of the negligence or willful act of Provider. Independent Contractor. This Agreement shall not render Provider an employee, partner, agent of, or joint venturer with SBG and Affiliate Partners for any purpose. Provider is and will remain an Independent Contractor in its relationship to SBG and Affiliate Partners. SBG and Affiliate Partners shall not be responsible for withholding taxes with respect to Provider’s compensation hereunder. Provider shall have no claim against SBG and Affiliate Partners hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Jurisdiction and Arbitration. This Agreement is deemed to have been entered into within the State of South Carolina and will be construed and interpreted in accordance with the laws of the State of South Carolina. In the event of any controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, the parties will attempt in good faith to resolve such controversy or claim. If the matter has not been resolved within thirty (30) days of the commencement of such discussions (which period may be extended by mutual agreement), then the parties hereby agree to immediately submit the controversy to binding arbitration. The arbitration shall be conducted by a single arbitrator in accordance the Commercial Arbitration Rules of the American Arbitration Association. If the controversy exceeds fifty thousand dollars ($50,000), the arbitration shall be conducted by three (3) arbitrators. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The prevailing party in arbitration and/or any appeal of the arbitration award shall be entitled to their reasonable legal fees and costs. The place of arbitration shall be Charleston, South Carolina. In the event of any legal proceedings outside of Arbitration, the parties hereby submit to the jurisdiction of the State or Federal Courts for Charleston, South Carolina. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party at the address listed in the beginning of this Agreement or as supplement from time to time in writing by the parties. Construction 15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of South Carolina (regardless of the law that might otherwise govern under applicable South Carolina principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies. 15.2 Modification. The terms, conditions, covenants and other provisions of this Agreement may hereafter be modified, amended, supplemented or otherwise changed only by a written instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do so and is physically executed by a duly authorized representative of each Party. 15.3 Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the Parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision can not be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law. 15.4 Headings. The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 15.5 Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties. 15.6 Waiver. Failure of the SBG and Affiliate Partners to enforce one or more of the provisions of this Agreement or to exercise any rights hereunder or to require at any time performance of any of the obligations hereof, shall not be construed to be a waiver of such provisions by the SBG and Affiliate Partners nor in any way to affect the validity of this Agreement or the SBG and Affiliate Partners’ right thereafter to enforce each and every provision of this Agreement. 15.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Provider Qualifications General Standards All providers shall adhere to the following conditions: Professionalism Provider will maintain the highest level of safety standards relevant to respective industry standards. Provider agrees to adhere to a dress code in accordance with industry standard. Provider agrees to not use drugs, alcohol or tobacco products. Provider agrees to conduct themselves in an overall professional manner while engaging with participants. Use of SBG Software Provider agrees to use SBG software for all scheduling through Affiliate Partners. Provider agrees to Install Go Button on website and all relevant social media sites. Provider agrees to keep accurate real time availability of schedule via the SBG software Provider agrees to fulfill any SBG and Affiliate Partner bookings and cannot outsource to anyone outside of Provider’s legal business entity. Double booking priority defaults to SBG and Affiliate Partner booking. Provider agrees to supply content to Affiliate Partners. Photographs, blog posts, gear recommendations. Industry Specific Provider Standards Marine Industry Activity Providers Captain must maintain a current U.S. Coast Guard OUPV (or greater) license adhere to all USCG requirements for commercial vessel operators. Vessel to be utilized in marine Activity must be maintained and equipped to the standards of the USCG Requirements for Uninspected Passenger Vessels. Captain must provide all Activity- related equipment Captain/Provider must possess proper licenses to fish If license doesn’t include participant then Captain/Provider must state that Participant(s) is responsible for acquiring their own. Captain/Provider is responsible for the Processing, Transportation, and Taxidermy of fish species across state lines in accordance with federal regs. Captain/Provider is responsible for transportation of participant by verified carrier to and from remote locations. Outdoor Activity Providers Hunting Must adhere to all state and government required licensing Regulate participant and ensure they have completed proper Hunting Safety Education courses Must adhere to fair chase and ethical hunting practices Enforces Safety first Has Proper equipment for participant and educates participant on what equipment is needed. Proper medical/survival equipment and certifications Processing, Transportation, and Taxidermy of game across state lines in accordance with federal regs. Transportation of participant by verified carrier to and from remote locations, if provided by Provider.