Standard Terms and Conditions

EXCEPT AS OTHERWISE PROVIDED BELOW, THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY, THIS "AGREEMENT") SHALL APPLY TO THE PURCHASE OF ANY PRODUCTS AND/OR RELATED SERVICES BY ANY PARTY ("BUYER") FROM TYSON HANISH, INC. (hereinafter "THI"). THI'S ACCEPTANCE OF EACH PURCHASE FROM BUYER IS CONDITIONED UPON BUYER'S ACCEPTANCE OF THIS AGREEMENT. BUYER'S ACCEPTANCE OF DELIVERY OF ANY PRODUCTS, OR PAYMENT OF ANY PART OF THE PRICE, UNDER ANY PURCHASE ORDER PLACED WITH THI SHALL CONSTITUTE ITS EXPRESS ASSENT TO THIS AGREEMENT.

THIS AGREEMENT SHALL SUPERSEDE ANY INCONSISTENT OR CONTRADICTORY TERMS OR CONDITIONS, EXPRESSED OR IMPLIED, IN ANY AND ALL REQUESTS FOR QUOTATIONS, PURCHASE ORDERS, ACKNOWLEDGEMENTS, CONFIRMATIONS OR OTHER PROCUREMENT DOCUMENTS (IN WHATEVER FORM OR MEDIUM) EXCHANGED BETWEEN BUYER AND THI (COLLECTIVELY, "PROCUREMENT DOCUMENTS"). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND ANY SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF EACH OF BUYER AND THI ("SIGNED AGREEMENT"), THE TERMS AND CONDITIONS OF SUCH SIGNED AGREEMENT SHALL CONTROL AND PREVAIL OVER THIS AGREEMENT.

NO ADDITIONAL TERMS OR CONDITIONS APPEARING IN ANY PROCUREMENT DOCUMENTS SHALL BE BINDING ON THI UNLESS SUCH ADDITIONAL TERMS OR CONDITIONS ARE APPROVED IN WRITING BY AN AUTHORIZED OFFICER OF THI, OR ARE OTHERWISE INCLUDED IN A SIGNED AGREEMENT.

Definitions

Product as described herein include, but are not limited to, training videos or modules prepared and made available for purchase at BigLeagueAnalysis.com for purposes of sale to Buyer, training videos or modules, apparel or other sporting goods affiliated with or naming Tyson Hanish, and/or training videos, apparel or sporting goods affiliated with or naming associates of Tyson Hanish or that are used in association with BigLeagueAnalysis.com

Buyer as described herein is defined as the purchaser of products of THI and/or lawful recipients of the products. Lawful recipients of the products are persons who 1) are using the products to improve their baseball playing skills and have submitted video of himself/herself to THI for analysis and training; and 2) have purchased the product, by his/her own means (credit card) or the means of an adult parent or guardian (if under age 18).

Purchase of products

All requests for product purchase by Buyer to THI will be subject to acceptance by THI and will not be binding on THI until accepted. Prior to purchase of product, Buyer will establish a user account through account setup features provided at BigLeagueAnalysis.com. Buyer will purchase upload credits as prompted. Buyer will then provide an upload of video for person(s) requesting training analysis from THI (person(s) may include Buyer or lawful recipients of Buyer as defined herein) and await delivery of product to Buyer as described herein.

Buyer reserves the right to cancel any product ordered, for any reason, prior to submission of delivery of the product.

Payment for products

All prices and payments for products sold (including any taxes and fees requested therein) by THI to Buyer will be in United States Dollars. Acceptable payment will be made by credit card, PayPal or other electronic means provided by and at BigLeagueAnalysis.com.

Delivery of products

All products will be delivered electronically via the Internet. THI is not responsible for delivery delays based on any technology failures, whether by THI's own server or by Buyer's server and/or third-party technology issues. THI's desires timing for delivery to be 5-7 days from the date of receipt of Buyer's uploaded video, but provides no guarantee for timing of delivery due to technical or other difficulties that may be associated with delivery of the product.

No Returns or Warranty

Except as permitted under the limited warranty set forth below, THI does not warrant any returns of product for any reason, but may offer returns to an unsatisfied Buyer at its sole discretion. Further, THI does not warrant any guarantee delivery of timing of products, nor of any post- training improvement in athletic performance by Buyer or lawful recipients of the purchased product.

LIMITATION OF LIABILITY

THI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THI BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF USE, DATA, BUSINESS, REVENUES OR PROFITS), HOWEVER CAUSED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THI'S PRODUCTS OR SERVICES PROVIDED HEREUNDER, EVEN IF THI HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL THI'S CUMULATIVE LIABILITY FOR ALL CLAIMS OF WHATEVER KIND, IN THE AGGREGATE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THI'S PRODUCTS OR SERVICES, EXCEED THE SUM OF THE ORIGINAL PRICE OF THE PRODUCT PURCHASED.

No Technical Support

Buyer shall be solely responsible for providing its own technical support with respect to any and all products purchased from THI.

Proprietary Rights and Intellectual Property

Buyer acknowledges that THI (or its licensors, as applicable) own(s) and shall continue to own all title, interests and rights, including all intellectual property rights in the data, schematics, design layout, editorial and athletic training content of the product, names of professional athletes (and intellectual property rights associated therein) and other persons known to the public, and software for the product. Buyer may not decompile, disassemble, reverse engineer or modify any product purchased from THI, or combine it with, or incorporate it in, other products without prior written authorization from THI. Buyer also agrees not to share, copy, distribute or post products publically on-line or otherwise without prior written authorization from THI and acknowledges that such activity constitutes intellectual property infringement of THI.

Indemnification

Buyer shall defend, indemnify and hold THI harmless from and against any and all losses, damages, costs, expenses and fees (including reasonable attorney's fees) resulting from (a) any breach of this Agreement by Buyer, and (b) any claim by a third party based on the acts, omissions or misrepresentations of Buyer or its employees, agents or contractors.

Remedies

Without limiting any of the remedies available to THI at law or in equity, THI shall have the right to cancel, or withhold delivery of, any product for which payment has not yet been received.

Compliance with Laws

Buyer shall at all times comply with all applicable treaties, laws, statutes, ordinances or regulations, including state and federal laws of the United States, including without limitation the laws and regulations relating to export control.

Assignment

This Agreement and Buyer's rights and obligations under it are personal to Buyer, and Buyer may not assign its rights or delegate its duties without THI's prior written consent, in its sole discretion. Any contrary assignment or delegation by Buyer shall be null, void and of no effect. THI may assign all or any part of this Agreement, or any of its rights under it, to any person. The parties' rights and obligations under this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

Alternative Dispute Resolution

The parties agree to use their best efforts to amicably resolve all disputes arising under or in connection with this Agreement, and, if mutually agreeable, to use mediation or arbitration to resolve such disputes. Any such mediation or arbitration shall take place in Minneapolis, Minnesota, United States of America, and the parties shall equally share in its costs unless otherwise agreed between them.

Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, United States of America, without giving effect to principles of conflict of laws. The parties specifically exclude the application of the United Nations Convention on the International Sale of Goods. Buyer agrees to submit to jurisdiction and stipulates to proper venue in the courts of Hennepin County, Minnesota, for the adjudication or disposition of any claim, action or dispute arising under or in connection with this Agreement, or related to THI's products or services, and not amicably settled by the parties.

Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect, and the parties agree to negotiate in good faith to replace such illegal, invalid or unenforceable provision with a legal, valid and enforceable provision that most closely approximates the intent and economic effect of such illegal, invalid or unenforceable provision.

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