Terms And Condition

Terms and Conditions

TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (“Terms”) are a binding legal agreement between you and Wildlife Retreats, LLC (“Wildlife Retreats”) that govern the right to use the website, application, and any other offerings from Wildlife Retreats (collectively, the “Wildlife Retreats Platform”).

The Wildlife Retreats Platform enables users (“Members”) to publish, offer, search for, and book properties for hunting and fishing activities. Members who publish and offer properties are “Owners” and Members who search for, book, and rent properties “Licensees.” Owners offer limited license for the use of their private land for hunting and fishing activities, and occasionally may offer lodging on such private land (collectively, “Property” or “Properties”). As the provider of the Wildlife Retreats Platform, Wildlife Retreats does not own, control, offer or manage any Property or Properties. Wildlife Retreats is not a party to the contracts entered into directly between Owners and Licensees, nor is Wildlife Retreats a real estate broker, rental agent, or insurer. Wildlife Retreats is not acting as an agent in any capacity for any Member.

Guest Terms

1. Booking on Wildlife Retreats.

1.1 Booking. When you book a Property, you are agreeing to pay all charges for your booking including the use/rental price, applicable fees like Wildlife Retreats’ service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Wildlife Retreats may charge the Payment Method (as defined in the Payment Terms) used to book the Property in order to collect Damage Claim (as defined in Section 14) amounts.

When you receive the booking confirmation, a contract to rent such Property (a "Reservation") is formed directly between you and the Owner of the Property. By making a Reservation you are agreeing to the terms of the contract with the Owner. The terms of the contract include these Terms, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Property listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these terms of the contract with the Owner including these Terms and all terms of the Reservation including all rules, standards, policies, and requirements of the Owner prior to booking a Property. Be aware that some Owners will require you to enter into separate license or rental agreement for use of a Property. You hereby agree to indemnify and hold harmless Wildlife Retreats for any breach by you or the Owner of separate contract, license agreement, etc. that is entered into between you and such Owner for the use of their Property.

1.2 Reservations. A Reservation is a limited license to enter, occupy, and use the Property only as permitted by the Owner. The Owner retains the right to re-enter the Property during your stay, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Owner, and (iii) permitted by applicable law. If you stay past your checkout, the Owner has the right to make you leave in a manner permitted with applicable law, including by imposing reasonable overstay penalties. You may not exceed the maximum number of allowed Licensees on the Property.

1.3 Hunting and Fishing Activities. You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, state license requirements, and all other legal requirements to participate in any hunting or fishing activities on a Property. Except where expressly authorized, you may not allow any person to join in hunting and fishing activities at a Property unless they are included as a named additional licensee during the booking process.

2. Cancellations and Modifications.

2.1 Cancellations. If you or the Owner cancel a Reservation, the amount refunded to you is determined by the Owner's cancellation policy that applies to that Reservation. Wildlife Retreats is solely a listing platform for Owners’ Properties that may be booked by Licensees by using the platform and shall not be responsible for any dispute over cancellation of a Reservation or an Owner’s cancellation policy.

2.2 Modifications. Licensees and Owners are responsible for any booking modifications they agree to make via the Wildlife Retreats Platform or direct Wildlife Retreats customer service to make on their behalf ("Booking Modifications"), and agree to pay any additional amounts, fees, or taxes associated with any Booking Modification.

3. Your Responsibilities and Assumption of Risk.

3.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Property, and any and all areas and facilities where the Property is located that the Owner and Licensee are legally entitled to use in connection with the Property (“Common Areas”). For example, this means: (i) you are responsible for leaving a Property (and any personal property) or Common Areas in the condition it was in when you arrived, (ii) you are responsible for paying all reasonable Damage Claim amounts, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional licensee who is a minor or if you bring a minor to a Property, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.

3.2 Your Assumption of Risk. You acknowledge that hunting and fishing activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Wildlife Retreats Platform and any Content (as defined in Section 9), including your stay at any Property, participation in any hunting or fishing activities, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate an Owner Property to determine whether it is suitable for you. For example, hunting and fishing activities on Owner Properties may carry the risk of bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in such activities on the Owner Properties.

Owner Terms

4. Listing on Wildlife Retreats.

4.1 Owner. As an Owner, Wildlife Retreats offers you the right to use the Wildlife Retreats Platform in accordance with these Terms to share your hunting and fishing Properties with a community of Licensees. You are in control of how you list - set your price, availability, and rules for each Property listing.

4.2 Contracting with Licensees. When you accept a booking request, or receive a booking confirmation through the Wildlife Retreats Platform, you are entering into a contract directly with the Licensee, and are responsible for delivering access and use of your Property under the terms and at the price specified in your listing or in a separate contract or license agreement. You are also agreeing to pay applicable fees such as Wildlife Retreats’ Commission or Subscription fee, as applicable (and any applicable taxes) for each booking. Wildlife Retreats will charge your Payment Method for the amount you owe from your payout unless we and you agree to a different method. Any terms or conditions that you include in any supplemental contract with Licensees must: (i) be consistent with these Terms, and the information provided in your Property listing, and (ii) be prominently disclosed in your Property description.

4.3 Independence of Owners. Your relationship with Wildlife Retreats is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Wildlife Retreats. Wildlife Retreats does not direct or control your Properties, and you understand that you have complete discretion whether and when to provide a Property, and at what price and on what terms to offer them.

5. Managing Your Property Listing.

5.1 Creating and Managing Your Listing. The Wildlife Retreats Platform provides tools that make it easy for you to set up and manage a Property. You agree that your Property listings shall include complete and accurate information about your Property, your price, other charges, offline fees, and any rules or requirements that apply to the Licensees or to your Property. You are responsible for your acts or omissions as well as keeping your Property listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. You hereby agree that you shall be responsible for obtaining appropriate insurance for your Properties and we suggest you carefully review policy terms and conditions including coverage details and exclusions. You may only maintain one listing per Property.

5.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Properties. Check your local laws and rules to learn what laws and rules apply to the Property you plan to offer. Any information we provide regarding legal requirements is for informational purposes only and you must independently confirm your obligations. You are responsible for handling and using personal data of Licensees and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.

5.3 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Property. You are responsible for setting your price and establishing rules and requirements for your Property. You must describe any and all fees and charges in your Property description and may not collect any additional fees or charges outside the Wildlife Retreats Platform. You agree you shall not encourage Licensees to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Wildlife Retreats Platform in violation of these Terms.

5.5 Listing as a Team or Organization. If you work with a co-owner or Owner as part of a team, business, or other organization, you are responsible and liable as an Owner under these Terms for the acts and omissions of each entity and individual who participates in providing your Properties and you are responsible for informing personnel engaged by you to deliver access and use of any such Property of your obligations under these Terms. If you accept terms or enter into contracts with third parties, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Wildlife Retreats to transfer a portion of your payout to a co-owner or other Owners, or send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.

5.6 Your Assumption of Risk. You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Wildlife Retreats Platform, offering Properties that permit hunting or fishing activities, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Wildlife Retreats Platform and any laws, rules, regulations, or obligations that may be applicable to your Property or Properties and that you are not relying upon any statement of law made by Wildlife Retreats.

6. Cancellations, Reservation Issues, and Booking Modifications.

6.1 Cancellations and Reservation Issues. In general, if a Licensee cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As an Owner, you should not cancel on a Licensee without a valid reason or applicable law. If you cancel on a Licensee without such a valid reason, we shall be permitted to and may impose a cancellation fee and other consequences. If: (i) a Licensee experiences a Reservation issue or a Reservation is canceled under Section 12 of these Terms, you will be charged to your Payment Method by the amount we have to refund or otherwise provide to the Licensee, and by any other reasonable costs we incur as a result of the cancellation. If a Licensee receives a refund after you have already been paid, or the amount of the refund and other costs incurred by Wildlife Retreats exceeds your payout, Wildlife Retreats may recover that amount from you, including by either charging your Payment Method for the refund amount or deducting the refund against your future payouts. You agree that these Terms preempt the cancellation policy you set in situations where they allow for the cancellation of a Reservation and/or the issuance of refunds to Licensees.

6.2 Booking Modifications. Owners and Licensees are responsible for any Booking Modifications they agree to make via the Wildlife Retreats Platform or direct Wildlife Retreats customer service to make on their behalf, and agree to pay any additional amounts, fees or taxes associated with a Booking Modification.

7. Taxes.

7.1 Owner Taxes. As an Owner, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable indirect taxes, occupancy taxes, income, sales or other taxes ("Taxes").

7.2 Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Wildlife Retreats may issue on your behalf invoices or similar documentation to facilitate accurate tax reporting.

8. Reviews.

Licensees and Owners will have an opportunity to review each other. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates these Terms, or applicable law. Reviews are not verified by Wildlife Retreats for accuracy and may be incorrect or misleading.

9. Content.

Parts of the Wildlife Retreats Platform enable you to provide feedback, text, photos, audio, video, information, and other content (“Content”). By providing Content, in whatever form and through whatever means, you grant Wildlife Retreats a non-exclusive, worldwide, royalty-free, perpetual, sub-licensable and transferable license to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit, in any manner such that Content to provide and/or promote the Wildlife Retreats Platform, in any media or platform, known or unknown to date and in particular on Internet and social networks. If Content includes personal information, such Content will only be used for these purposes if such use complies with applicable data protection laws. Where Wildlife Retreats pays for the creation of Content or facilitates its creation, Wildlife Retreats may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Wildlife Retreats the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Wildlife Retreats prohibits Content that it considers a violation of these Terms, which includes among other things, any content that is discriminatory, obscene, harassing, deceptive, violent, or illegal, and Wildlife Retreats shall the right to remove any such Content from its Platform when discovered or reported.

10. Fees.

The fees payable by Owners for listing the Properties on the Wildlife Retreats Platform are set forth in the Listing Agreement for Property Owners. Additionally, Wildlife Retreats may charge a service fee (and applicable Taxes) to Licensees for the right to use the Wildlife Retreats Platform. Any applicable fees shall be disclosed to Licensees before making a Booking. Except as otherwise provided on the Wildlife Retreats Platform, service fees are non-refundable. Wildlife Retreats reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change.

11. Wildlife Retreats Platform Rules.

11.1 Rules. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Wildlife Retreats Platform. In connection with your use of the Wildlife Retreats Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;

• use the Wildlife Retreats Platform or Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Wildlife Retreats endorsement, partnership or otherwise misleads others as to your affiliation with Wildlife Retreats;

• copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Wildlife Retreats Platform in any way that is inconsistent with these Terms or that otherwise violates the privacy rights of Members or third parties;

• use the Wildlife Retreats Platform in connection with the distribution of unsolicited commercial messages ("spam");

• offer, as an Owner, any Property that you do not yourself own or have permission to make available through the Wildlife Retreats Platform;

• unless Wildlife Retreats explicitly permits otherwise, book any Property if you will not actually be using the Property yourself;

• contact another Member for any purpose other than asking a question related to your own booking, Property listing, or the Member's use of the Wildlife Retreats Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;

• use the Wildlife Retreats Platform to request, make or accept a booking independent of the Wildlife Retreats Platform, to circumvent any fees or for any other reason;

• request, accept or make any payment for listing fees outside of the Wildlife Retreats Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Wildlife Retreats harmless from any liability for such payment;

• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

• use, display, mirror or frame the Wildlife Retreats Platform or Content, or any individual element within the Wildlife Retreats Platform, Wildlife Retreats' name, any Wildlife Retreats logo or other proprietary information, or the layout and design of any page or form contained on a page in the Wildlife Retreats Platform, without Wildlife Retreats' express written consent;

• dilute, tarnish or otherwise harm the Wildlife Retreats brand in any way, including through unauthorized use of Content, registering and/or using Wildlife Retreats or derivative terms in domain names, trade names, or other source identifiers, or registering and/or using domains names, trade names, or other source identifiers that closely imitate or are confusingly similar to Wildlife Retreats domains, taglines, promotional campaigns or Content;

• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Wildlife Retreats Platform for any purpose;

• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Wildlife Retreats or any of Wildlife Retreats' providers or any other third party to protect the Wildlife Retreats Platform;

• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Wildlife Retreats Platform;

• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Wildlife Retreats Platform; or

• violate or infringe anyone else’s rights or otherwise cause harm to anyone.

You acknowledge that Wildlife Retreats has no obligation to monitor the access to or use of the Wildlife Retreats Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Wildlife Retreats Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Wildlife Retreats in good faith, and to provide Wildlife Retreats with such information and take such actions as may be reasonably requested by Wildlife Retreats with respect to any investigation undertaken by Wildlife Retreats or a representative of Wildlife Retreats regarding the use or abuse of the Wildlife Retreats Platform.

11.2 Reporting Violations. If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Wildlife Retreats by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

12. Termination, Suspension and other Measures.

12.1 Term. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Wildlife Retreats terminate the Agreement in accordance with this provision.

12.2 Subscription Term. The subscription term for Owners shall be one calendar year and shall automatically renew each year unless terminated by an Owner pursuant to the Listing Agreement for Property Owners.

12.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your account. Wildlife Retreats may terminate this agreement and your account for any reason by providing you 30 days’ notice via email or using any other contact information you have provided for your account. Wildlife Retreats may also terminate this agreement immediately and without notice and stop providing access to the Wildlife Retreats Platform if you breach these Terms, you violate applicable laws, or we reasonably believe termination is necessary to protect Wildlife Retreats, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

12.4 Member Violations. If (i) you breach these Terms, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Wildlife Retreats believes it is reasonably necessary to protect Wildlife Retreats, its Members, or third parties; Wildlife Retreats may, with or without prior notice:

• suspend or limit your access to or use of the Wildlife Retreats Platform and/or your account;

• suspend, remove, disable access to, or restrict visibility of Properties, Reviews, or other Content;

• cancel pending or confirmed bookings; or

• suspend or revoke any special status associated with your account.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Wildlife Retreats and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If a Reservation is canceled under this Section, the Owner will be charged to their Payment Method the amount we refund or otherwise provide to the Licensee, and by any other costs we incur as a result of the cancellation.

12.5 Legal Mandates. Wildlife Retreats may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 12.3.

12.6 Effect of Termination. If you are an Owner and terminate your Wildlife Retreats account, any confirmed booking(s) will be automatically canceled and your Licensees will receive a full refund. If you terminate your account as a Licensee, any confirmed booking(s) will be automatically canceled and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Wildlife Retreats Platform has been limited, or your Wildlife Retreats account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Wildlife Retreats Platform through an account of another Member.

12.7 Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 1 through 21.

13. Modification.

Wildlife Retreats may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Wildlife Retreats Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email, notifications through the Wildlife Retreats Platform, messaging service, or any other contact method made available by us and selected by you at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Wildlife Retreats Platform will constitute acceptance of the revised Terms.

14. Resolving Complaints and Damage Claims.

If a Member provides valid evidence that you or your guest(s) have:

(i) damaged the complaining Member’s, real or personal property, or real or personal property the complaining Member is responsible for, or has an economic interest in; or

(ii) caused loss of booking income for bookings via the Wildlife Retreats Platform or other consequential damages which result directly from the damage caused under (i) above; or

(iii) otherwise caused the complaining Member to incur any other costs or fees in relation to (i) or (ii) above (each of (i), (ii), and (iii) being a ("Damage Claim"),

the complaining Member can notify Wildlife Retreats and you will be notified of the Damage Claim and given an opportunity to respond. If you agree to pay, or if the Damage Claim is escalated to Wildlife Retreats and Wildlife Retreats determines in its sole discretion that the Damage Claim is valid and you are responsible for the Damage Claim, Wildlife Retreats can collect the amount of the Damage Claim from you. You agree that Wildlife Retreats may seek to recover from you under any insurance policies you maintain and that Wildlife Retreats may also pursue against you any remedies it may have available under applicable law, including referral of the matter to a collections agency, and/or pursuit of available causes of action and/or claims against you. You agree to cooperate in good faith, provide any information Wildlife Retreats requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Owner Services.

15. Wildlife Retreats’ Role.

We offer you the right to use a platform that enables Members to publish, offer, search for, and book Owner Properties for Licensee to be provided a limited license from an Owner to hunt and or fish on a Property. While we work hard to ensure our Members have great experiences using Wildlife Retreats, we do not and cannot control the conduct of Licensees and Owners. You acknowledge that Wildlife Retreats has the right, but does not have any obligation, to monitor the use of the Wildlife Retreats Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Wildlife Retreats Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Properties that don’t meet quality and eligibility criteria. Members acknowledge and agree that Wildlife Retreats administers its decisions and how to apply them to a particular situation at its sole and absolute discretion. Members agree to cooperate with and assist Wildlife Retreats in good faith, and to provide Wildlife Retreats with such information and take such actions as may be reasonably requested by Wildlife Retreats with respect to any investigation undertaken by Wildlife Retreats regarding the use or abuse of the Wildlife Retreats Platform. Wildlife Retreats is not acting as an agent for any Member.

16. Member Accounts.

You must register an account to access and use many features of the Wildlife Retreats Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Wildlife Retreats Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up to date. You may not transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Wildlife Retreats if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.

17. Disclaimer of Warranties.

We provide the Wildlife Retreats Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. We do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Licensee, Owner, Property or third party; (ii) we do not warrant the performance or non-interruption of the Wildlife Retreats Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Properties or Members (if any) will identify past misconduct or prevent future misconduct. If you have statutory rights or warranties Wildlife Retreats cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

18. Limitations on Liability.

Neither Wildlife Retreats (including its affiliates, employees and personnel) nor any other party involved in creating, producing, or delivering the Wildlife Retreats Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury (including death) or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Wildlife Retreats Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Wildlife Retreats Platform, or (iv) publishing or booking of a Property, whether such claims are based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Wildlife Retreats has been informed of the possibility of such damage claim, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

In no event will Wildlife Retreats’ aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Wildlife Retreats Platform, any Content, or any Property, exceed: (A) to Licensees, the amount you paid as a Licensee during the 12-month period prior to the event giving rise to the liability, (B) to Owners, the amount paid to you as an Owner in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between you and Wildlife Retreats.

19. Indemnification.

To the maximum extent permitted by applicable law, you agree to release, defend (at Wildlife Retreats’ option), indemnify, and hold Wildlife Retreats, its members and employees (including other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature), (ii) your improper use of the Wildlife Retreats Platform, (iii) your interaction with any Member, or your use of a Property, including without limitation any injuries (including death), losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights, or any other federal, state or local laws, ordinances, rules or regulations.

20. Governing Law and Venue.

These Terms will be interpreted in accordance with the laws of the State of Georgia and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 21 must be brought in state court in Banks County, Georgia, unless we both agree to some other location. Members and Wildlife Retreats both consent to venue and personal jurisdiction in Bank County, Georgia.

21. Dispute Resolution and Arbitration Agreement.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND WILDLIFE RETREATS AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.

22.1 Agreement to Arbitrate. You and Wildlife Retreats mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Wildlife Retreats Platform or any Content (collectively, “Disputes”) will be settled by binding arbitration on an individual basis (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, you and Wildlife Retreats agree that an arbitrator will decide that issue. For the avoidance of doubt, you and Wildlife Retreats agree that any question regarding arbitrability and the formation, enforceability, validity, scope, or interpretation of all or part of this Section 21shall be resolved exclusively by the arbitrator(s).

21.2 Exceptions to Arbitration Agreement. You and Wildlife Retreats each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 20): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief arising from your use of the Wildlife Retreats Platform. You and Wildlife Retreats agree that any request for the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration.

21.3 Arbitration Forum Rules and Governing Law. Arbitration over any Disputes shall be administered by the American Arbitration Association (“AAA”). Arbitration shall be conducted in Commerce, Georgia. The arbitration shall be decided by a three (3) arbitrator tribunal, (i) each party shall appoint an arbitrator of its choice within thirty (30) days of the submission of a notice of arbitration, and (ii) the party-appointed arbitrators shall in turn appoint a third presiding arbitrator of the tribunal within thirty (30) days following the appointment of the last party-appointed arbitrator. The all parties agree that the Dispute shall be settled in accordance with the provisions of the Commercial Arbitration Rules of the American Arbitration Association, and that the laws of the State of Georgia shall govern.

21.4 Arbitrator’s Decision. The arbitrator will issue a written decision which shall include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the ADR Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

21.5 Jury Trial Waiver. You and Wildlife Retreats acknowledge and agree that both parties are each waiving the right to a trial by jury as to all arbitrable Disputes.

21.6 No Class Actions or Representative Proceedings. You and Wildlife Retreats acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing or as provided in this agreement, the arbitrator(s) may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator(s).

21.7 Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

21.8 Survival. This Section 21 will survive any termination of these Terms and will continue to apply even if you stop using the Wildlife Retreats Platform or terminate your Wildlife Retreats account.

22. Payment Terms.

22.1 Payments by Owners for commissions or subscriptions. Owner commission or subscription payments shall be made in U.S. Dollars paid either by major credit or debit card as provided in the Listing Agreement for Property Owners.

22.2 Payments between Licensee and Owner. We are not a party to any payment transactions between Licensees and Owners. No Owner may request any Licensee to mail cash, or utilize any instant-cash wire transfer service such as Western Union or MoneyGram in payment for all or part of a Property rental / lease transaction. Any violation of this term or any other unacceptable payment methods that may be posted on the app or website may result in the immediate removal of the non-conforming listing from the app or website without notice to the Owner and without refund. If you become aware of a Member attempting to conduct a transaction that would involve an unauthorized payment method, or a fraudulent payment method please report such Member to Wildlife Retreats. Ideally, we hope to be able to assist users in avoiding any such unauthorized or fraudulent transactions, however, Wildlife Retreats assumes no liability or responsibility to do so or to inform Members of any such actual or suspected activity.

23. General Provisions

(a) Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Wildlife Retreats and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Wildlife Retreats and you in relation to the access to and use of the Wildlife Retreats Platform.

(b) No joint venture, partnership, employment, or agency relationship exists between you and Wildlife Retreats as a result of this Agreement or your use of the Wildlife Retreats Platform.

(d) If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

(e) Wildlife Retreats’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

(f) You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Wildlife Retreats’ prior written consent. Wildlife Retreats may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

LISTING AGREEMENT FOR OUTFITTERS

This Listing Agreement for Outfitters (“Agreement”) is entered into by and between Wildlife Retreats, LLC, a Georgia limited liability company (the “Company”); and the outfitter (the “Outfitter”) desiring to advertise or to renew an annual subscription to advertise and book hunting and/or fishing services (including, but not limited to, guide services, hunting/fishing services, guided hunts, guided fishing outings or trips, wildlife trips, taxidermy/mounting services, etc.)(collectively, “Outfitter Services”) on the Wildlife Retreats electronic platform. This Listing Agreement will take effect on ___________________, 202_ for all new Listings, and all Listings for which an annual subscription is renewed on or after __________________, 202_ (as applicable, the “Effective Date”).

RECITALS

A. Company maintains and provides a platform and associated services that allows outfitters to list, advertise, and book their Outfitter Services through the Company’s electronic app (the “Wildlife Retreats Platform”);

B. Outfitter owns a hunting/fishing or wildlife related outfitter service that offers Outfitter Services to individuals on the Wildlife Retreats Platform, subject to the following terms and conditions.

NOW THEREFORE, in consideration of the covenants, promises, agreements and undertakings set forth herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged by the parties, Company and Outfitter agree as set forth below:

AGREEMENT

1. Services. In exchange for all applicable fees and commissions, and subject to Outfitter’s compliance with this Listing Agreement and all incorporated terms and conditions, Company will: (a) provide Outfitter with access to the Company online platform either directly or by an integrated communications pathway through which Outfitter can post, advertise, manage, book, and accept payments associated with their Outfitter Services (the “Outfitter Service Listing”); and (b) enable publication and distribution of the Outfitter Service Listing via the Wildlife Retreats Platform (the “Services”).

Outfitter will compensate the Company for the Services in accordance with an annual subscription based model applicable to Outfitter’s Outfitter Service Listing, as set forth herein below, and in accordance with any and all applicable statements or confirmations issued by the Company to Outfitter with respect to such Outfitter Service Listing.

2. Compensation.

(a) For each individual Outfitter Service Listing, Outfitter will elect one of two compensation models:

i. Commission model (“Commission”), under which Company provides Services associated with each of Outfitter’s designated Commission listing on a commission basis, and Outfitter pays a commission to Company each time an Outfitter Service Listing is booked; which commission is calculated as a percentage of the pre-tax total amount Outfitter charges the customer for their Outfitters Services;

ii. Annual subscription (“Subscription”), under which Company provides Services associated with each of Outfitter’s designated Subscription listings on an annual-subscription basis, and Outfitter pays an annual fee to Company on or before the commencement date of the annual term for each Outfitter Service Listing for Outfitter Services. Outfitter also may be subject to certain Off-Platform Booking fees for Subscription Outfitter Service Listings, as detailed in section 8.

(b) Outfitter will not be limited to a single compensation model for all Outfitter Service Listings, and may elect Commission for certain Outfitter Service Listings and Subscription for others. Likewise, Outfitter may convert Outfitter Service Listings from Subscription to Commission at the end of any current annual-subscription period, and may convert Commission to Subscription Outfitter Service Listings by purchasing an annual subscription for their Outfitter Service Listings at any time.

3. Intellectual Property. Company exclusively owns and will retain all rights in and to its intellectual property, including its trademarks, the Wildlife Retreats Platform and associated data, and Company will be the sole and exclusive owner of any and all new intellectual property that results from any related development work. Nothing in this Agreement is intended to convey any such rights to Outfitter, except for those limited rights and licenses necessary to carry out the express purpose and intent of this Agreement, and unless otherwise revoked by Company, all such rights will automatically terminate upon the first of the following to occur: (i) termination of this Agreement or (ii) upon removal from or expiration of Outfitter’s Outfitter Service Listing on the Wildlife Retreats Platform.

5. Reviews. Individuals and Outfitter reviews will be subject to all Company policies in effect at the time of submission, and will be posted within the Wildlife Retreats Platform in accordance with such policies.

6. Outfitter Service Listing Content. The Company wishes to feature on the Wildlife Retreats Platform only high-quality content that is optimized for purposes of search functionality and users’ experience. Outfitter is solely responsible for the content of its Outfitter Service Listings, including ongoing reviews of and updates to such Outfitter Service Listings as necessary to maintain compliance with this Agreement. Outfitter represents, warrants, and covenants that all content describing and comprising each Outfitter Service Listing is and will remain current and accurate at all times, and that each Outfitter Service Listing is unique and has not been and will not be duplicated within the Wildlife Retreats Platform. Outfitter understands and acknowledges that Company has the right, but not the obligation, to reformat or otherwise modify Outfitter Service Listing content to improve the viewing experience or to optimize functionality or performance for users of the Wildlife Retreats Platform. Should the Company make any such modification, it will do so using and relying on information provided or confirmed by Outfitter with respect to the affected Outfitter Service Listing, and Outfitter will remain solely responsible for such content. Outfitter will promptly notify Company if any Outfitter Service Listing content is inaccurate or potentially misleading, or would otherwise violate any provision of this Agreement.

7. Outfitter Service Listing Appearance in Search Results; Sort Order. The appearance of Outfitter Service Listings in search results is dynamic and will vary in response to a number of factors, the first of which comprises the particular combination of search parameters entered by each user using the Wildlife Retreats Platform. Those parameters may include such things as location, type and nature of services provided by Outfitter, and price.

8. Booking Attribution; Commission and Subscription Fees.

(a) All bookings completed on or originating from the Wildlife Retreats Platform will be deemed attributable to Company and subject to a commission or booking fee, as applicable. A booking will be regarded as having originated from the Wildlife Retreats Platform where Outfitter receives through the Wildlife Retreats Platform an inquiry, booking request, or other contact from a user about an Outfitter Service Listing (each, a “Company Lead”), and then, as a result of and within 30 days of the Company Lead, Outfitter completes a booking for that Outfitter Service Listing directly with the user, e.g., by telephone or e-mail (each, an “Off-Platform Booking”).

(b) For Commission Listings, Company will be entitled to a commission on every booking made on the Wildlife Retreats Platform as well as on every Off-Platform Booking. For Subscription Listings, Company will be entitled to a fee for every Off-Platform Booking, except that no such fees will apply to Subscription Listings where the user completes such a booking through the Wildlife Retreats Platform.

(d) Commissions and Off-Platform Booking fees will generally equate to a percentage of the total amount, before taxes, that Outfitter charges for the associated service. If Outfitter uses payment-processing services on the Wildlife Retreats Platform, then the applicable processing-fees also will be included in the total booking amount on which those commissions and fees are calculated. All applicable percentage rates for commissions and Off-Platform Booking fees will be set forth in the applicable statement or confirmation issued by Company to Outfitter with respect to an Outfitter Service Listing; and such rates may change upon reasonable notice to Outfitter.

(e) It is the sole responsibility of Outfitter to ensure proper reporting of all Off-Platform Bookings to Company. However, such reporting is subject to review and audit, and if the Company finds that a certain booking of a service with the Outfitter originated on the Wildlife Retreats Platform but was not properly reported as attributable to a Company Lead under the above analysis, then the Company will notify Outfitter of such discrepancy, and will be entitled to assess a commission or Off-Platform Booking fee on the amount charged for such Outfitter Service unless Outfitter provides reasonable evidence to the contrary.

9. Payments. Outfitter shall promptly provide a credit or debit card or banking information as requested by Company to authorize payment of all commissions and fees due and owing for the Services. Outfitter authorizes the Company to charge Outfitter’s designated payment method, in local currency specified by Company, for all amounts owing under this Agreement as each payment becomes due, including all recurring Off-Platform Booking fees or commissions, and all annual subscription renewals, as applicable. Company has the right to immediately remove or suspend Outfitter’s Listings for failure to pay amounts owing on any due date. Removal or suspension of Outfitter Service Listings attributable to late or missing payments will not relieve Outfitter of any of its obligations under this Agreement.

10. Data Security; Trade Compliance. Outfitter acknowledges that, in connection with this Agreement, it may receive or have access to personal data of users of the Wildlife Retreats Platform, directly from users, or otherwise; and that such data may include credit or debit card information along with other highly sensitive information connected to or identifying individuals (“Personal Information”). Outfitter agrees that it shall maintain all Personal Information in the strictest confidence and in full compliance with all applicable rules, regulations, standards, and guidelines set forth by Visa, Master Card, American Express, and all other payment-card brands and the Payment Card Industry Security Standards Council; as well as all applicable laws, regulations, and directives relating to privacy, security, data protection, and the safeguarding, disclosure, and handling of such information. To that end, Outfitter will ensure implementation and maintenance of administrative, physical, and technical safeguards that are no less stringent than those accepted as standard industry practices.

11. Audit Rights. Company may conduct an audit from time to time as it reasonably deems necessary to assess Outfitter’s performance and fulfillment of its obligations under this Agreement. Outfitter will cooperate with the Company with respect to any such audit, and will provide the Company with access to books and records of accounts and other information associated with the Outfitter Service Listings as Company may reasonably request for the purpose of verifying proper reporting and payment of commissions and fees. Any such audits will be conducted during normal business hours with reasonable advance notice to Outfitter. Company will bear the costs and expenses of the audit unless the audit results in a deviation of amounts owed to the Company that is greater than five percent for any one month period, in which case Outfitter shall bear the reasonable costs and expenses of the audit and promptly pay all additional amounts owing to the Company, plus a reasonable rate of interest.

12. Representations, Warranties, and Covenants. Outfitter represents, warrants, and covenants as follows:

(a) Outfitter either owns or is an authorized agent and representative of the Outfitter and holds all necessary rights, authority, license, etc. to advertise their Outfitter Services on the Wildlife Retreats Platform and to use all data and information comprising or relating to the Outfitter Service Listing content, including photographs, descriptions, brand names, trademarks, and other content and identifying information provided to Company published on the Wildlife Retreats Platform. Outfitter has all necessary rights and authorizations to offer and accept bookings for the Outfitter Service Listings, and to enter into contracts with users for the bookings and for the provision of all associated services and amenities described in each Outfitter Service Listing;

(b) Outfitter shall transmit and report all Off-Platform Bookings and will cause all such activity to be maintained accurately and on a real-time basis;

(c) The use, reproduction, transmission, and republishing of material and information related to the Outfitter Service Listings and the activities contemplated by this Agreement regardless of medium or mode of transmission of such information will not violate any law, rule, or regulation, and will not infringe upon the intellectual property, privacy, or other rights of any third party;

(d) Outfitter has obtained all necessary authorizations and consents as may be required or appropriate to receive the Services and perform its obligations under this Agreement;

(e) No Outfitter Service Listing is or will be duplicated on the Wildlife Retreats Platform and that Outfitter will not permit any double or conflicting bookings of the Outfitter Service Listing and will be solely responsible for all costs and expenses associated with any such conflict;

(f) Outfitter will not take any action that could reasonably be deemed disparaging to the Company or the Wildlife Retreats Platform;

(g) Outfitter will indemnify, defend, and hold harmless the Company from and against any and all costs and expenses, including reasonable attorneys’ fees, arising or related to any loss, liability, judgment, claim, investigation, lawsuit or other proceeding, that Company or any of its agents or representatives may incur that relate to or arise out of: (i) any breach of this Agreement; (ii) any phishing, fraud, or other unauthorized booking or activity related to an Outfitter Service Listing; (iii) any guarantee relating to an Outfitter Service Listing on account of an act or omission by Outfitter of the subject Outfitter Service Listing; (iv) the operation of Outfitter’s business; and (v) any claim of intellectual-property infringement relating to any Outfitter information transmitted to Company, or any Outfitter Service Listing.

14. Disclaimer of Warranties & Limitation of Liability.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES OR ANY ASSOCIATED DISTRIBUTION; AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

15. Term and Termination

(a) Term. This Agreement will govern all Outfitter Service Listings as of the applicable Effective Date, unless terminated earlier by either party upon 30-days prior notice, or as set forth below. Subscription Outfitter Service Listings will be on an annual term. Upon notice in accordance with this section, all annual subscription renewals of Subscription Listings will be governed by the Company listing agreement that is in effect on the date of commencement of the applicable renewal term, regardless of the date on which Outfitter pays Company for such renewals; and all subscription and renewal payments will become non-refundable upon commencement of the then-current annual term for such Subscription Listings. Commission Listings are not subject to an annual term, and upon 30-days’ notice by Company of any material changes to this Agreement or the listing agreement then in effect, Commission Listings will be governed by and subject to the then-current Company listing agreement. Commission Listings may be terminated or removed from the Wildlife Retreats Platform without cause and for convenience, and Outfitter may convert Commission Listings to Subscription Listings at any time in its discretion, upon reasonable notice to Company.

(b) Termination for Breach. In case of a breach of any material obligation under this Agreement, the non-breaching party shall notify the breaching party of the nature and details of the alleged breach, and, except where no cure would be reasonably practicable, the breaching party will have 30-days to cure such breach. In that regard, Company will have the right to suspend or remove Outfitter Service Listing or terminate this Agreement as reasonably necessary to prevent further damage or exposure to liability as a result of an Outfitter’s breach. If a breach otherwise capable of being cured is not cured at the conclusion of the 30-day period, the Agreement will then terminate immediately with respect to all associated Outfitter Service Listing, or in its entirety.

(c) Effect of Termination. Following any termination of this Agreement, all associated Outfitter Service Listings will be removed from the Wildlife Retreats Platform. However, Outfitter will remain obligated for all outstanding commissions and fees for bookings made prior to the termination date, and will make such payments to Company within 30 days of termination.

16. Miscellaneous.

(a) Independent Contractor. Company is an independent contractor, and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, representative, or employment relationship between the Company and the Outfitter.

(b) Notices. Notices to the other party may be made by express mail (FedEx, UPS, DHL, USPS), courier, or email delivered to the respective addresses provided by the parties for such purposes, and notice will be effective on the date receipt is confirmed, however, notice by email shall not be deemed to have been delivered if a party receives an error message or failure of delivery message from the receiving party.

(c) Entire Agreement. This Outfitter Service Listing Agreement and the Terms, along with all Company statements and confirmations related to the Outfitter Service Listings, comprise the entire agreement between the parties relating to its subject matter. In case of a conflict between any provision of this Listing Agreement and any other documents, the provisions set forth in the Listing Agreement shall prevail. In the event that Outfitter previously entered into a listing agreement or any similar agreement with Company, this Agreement will automatically replace and supersede any and all such prior agreements in its or their entirety, as of the Effective Date. No amendment or modification to this Agreement will become effective unless made in writing and signed by an authorized representative of each of the parties.

(d) Severability; Waiver; Headings. If any element of this Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, all other provisions will continue in full force and effect and will remain binding on the parties. No failure to assert a breach or to enforce any right or obligation under this Agreement shall be deemed a waiver of any associated provision or of any such right or obligation of that party in the future. Headings in this Agreement are for reference only and will not limit the scope or extent of the respective provisions.

(e) Venue & Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the state of Georgia, without regard to its choice-of-law principles. Outfitter irrevocably agrees that any cause of action Outfitter may submit in connection with this Agreement or any of the Services will be filed in the courts located in Banks County, Georgia, which Outfitter acknowledges will be the sole and exclusive forum and venue for any legal dispute between Outfitter and Company.

(f) Expenses. Unless otherwise expressly provided in the Agreement, all costs and expenses incurred in connection with the Agreement and in carrying out the transactions contemplated hereby will be the obligation of the party incurring such cost or expense.

(g) Time. Time is of the essence of this Agreement.

ADVERTISING AGREEMENT FOR PROPERTY OWNERS

This Advertising Agreement for Property Owners (“Agreement”) is entered into by and between Wildlife Retreats, LLC, a Georgia limited liability company (the “Company”); and the property owner wishing to advertise or to renew a monthly or annual fee to advertise their short-term hunting and/or fishing rental properties on the Wildlife Retreats electronic platform (the “Owner”). This Advertising Agreement will take effect on ___________________, 202_ for all new Postings, and all Postings for which a monthly or annual fee for the post on Wildlife Retreats electronic platform is renewed on or after __________________, 202_ (as applicable, the “Effective Date”).

RECITALS

A. Company maintains and provides a platform for property owners to post and advertise short-term rental of their hunting and fishing properties on the Company’s electronic app (the “Wildlife Retreats Platform”);

B. Owner owns or manages, or is otherwise authorized to represent certain short-term hunting and fishing rental properties, and desires to advertise those properties and offer them for rent to individuals via postings on the Wildlife Retreats Platform, subject to the following terms and conditions.

AGREEMENT

1. Services. In exchange for advertisement fee, and subject to Owner’s compliance with this Agreement and all incorporated terms and conditions, Company will: (a) provide Owner with access to the Company online platform either directly or by an integrated communications pathway through which Owner can post, advertise, and offer-for-rent, short-term-rental of its hunting/fishing properties (each individual property, a “Posting”); and (b) enable publication and distribution of the Postings via the Wildlife Retreats Platform (the “Services”).

Owner will compensate the Company for the Services in accordance with a monthly or annual fee based model applicable to Owner’s respective Postings, as set forth herein below, and in accordance with any and all applicable statements or confirmations issued by the Company to Owner with respect to such Postings.

2. Compensation.

(a) For each individual Posting or group of Postings, Owner will elect one of two compensation models:

i. Monthly fee (“Monthly Fee”), under which Company provides Services associated with each of Owner’s designated Posting on a monthly-subscription basis for a set number of months (2 month minimum), and Owner pays a monthly fee to Company on or before the commencement date of the term for each Posting or group of Postings;

ii. Annual fee (“Annual Subscription”), under which Company provides Services associated with each of Owner’s designated Postings on an annual-subscription basis, and Owner pays an annual fee to Company on or before the commencement date of the annual term for each Posting or group of Postings.

(b) Owner will not be limited to a single compensation model for all Postings, and may elect a Monthly Fee for certain Postings and Annual Fee for others. Likewise, Owner may convert Postings from Monthly Fee to Annual Fee or vice versa at the end of any current monthly or annual-subscription term.

(c) In all cases, Owner shall provide detailed property information for each Posting, along with Owner’s compensation-model election for each. Owner may provide such information in writing to an authorized Company representative, or may upload or transmit the requisite information to the Company platform in accordance with applicable processes, or as otherwise instructed by the Company from time to time.

3. Intellectual Property. Company exclusively owns and will retain all rights in and to its intellectual property, including its trademarks, the Wildlife Retreats Platform and associated data, and Company will be the sole and exclusive owner of any and all new intellectual property that results from any related development work. Nothing in this Agreement is intended to convey any such rights to Owner, except for those limited rights and licenses necessary to carry out the express purpose and intent of this Agreement, and unless otherwise revoked by Company, all such rights will automatically terminate upon the first of the following to occur: (i) termination of this Agreement or upon removal, or (ii) expiration of Owner’s last remaining Posting or group of Postings from the Wildlife Retreats Platform.

4. Reviews. Individuals and Owner reviews will be subject to all Company policies in effect at the time of submission, and will be posted within the Wildlife Retreats Platform in accordance with such policies.

5. Posting Content. The Company wishes to feature on the Wildlife Retreats Platform only high-quality content that is optimized for purposes of search functionality and individual users experience. Owner is solely responsible for the content of each of its Postings, including ongoing reviews of and updates to such Postings as necessary to maintain compliance with this Agreement. Owner represents, warrants, and covenants that all content describing and comprising each Posting is and will remain current and accurate at all times, and that each Posting is unique and has not been and will not be duplicated within the Wildlife Retreats Platform. Owner understands and acknowledges that Company has the right, but not the obligation, to reformat or otherwise modify Posting content to improve the viewing experience or to optimize functionality or performance for users using the Wildlife Retreats Platform. Should the Company make any such modification, it will do so using and relying on information provided or confirmed by Owner with respect to the affected Posting, and Owner will remain solely responsible for such content. Owner will promptly notify Company if any Posting content is inaccurate or potentially misleading, or would otherwise violate any provision of this Agreement.

6. Posting Appearance in Search Results; Sort Order. The appearance of Postings in renter search results is dynamic and will vary in response to a number of factors, the first of which comprises the particular combination of search parameters entered by each renter using the Wildlife Retreats Platform. Those parameters may include such things as property location, type and nature of accommodations, desired property attributes and amenities, number of guests/invitees, and price. The order of appearance of Postings among any set of properties returned in response to a user’s initial search criteria (i.e., sort order) may then be further influenced by user selected sort preferences and filters as well as other variables that include such things as ranking among similar properties, compensation model applicable to a particular Posting, and reviews.

7. Booking. All bookings shall be negotiated between the Owner and the end user of the property. Wildlife Retreats will post the Owner’s preferred method of contact (i.e. phone number, email address, website, etc.) to contact the Owner regarding the Posting but shall have no participation or involvement in the booking or leasing process of an Owner’s property. The Owner is solely responsible for booking and leasing of its property listed in the Posting.

8. Payments. Owner shall promptly provide a credit or debit card or banking information as requested by Company to authorize payment of all fees due and owing for the Services. Owner authorizes the Company to charge Owner’s designated payment method, in local currency specified by Company, for all amounts owing under this Agreement as each payment become due, including monthly or annual subscription renewals, as applicable. Company has the right to immediately remove or suspend Owner’s Postings for failure to pay amounts owing on any due date. Removal or suspension of Postings attributable to late or missing payments will not relieve Owner of any of its obligations under this Agreement.

9. Data Security; Trade Compliance. Owner acknowledges that, in connection with this Agreement, it may receive or have access to personal data of users of the Wildlife Retreats Platform, directly from users, or otherwise; and that such data may include credit or debit card information along with other highly sensitive information connected to or identifying individuals (“Personal Information”). Owner agrees that it shall maintain all Personal Information in the strictest confidence and in full compliance with all applicable rules, regulations, standards, and guidelines set forth by Visa, Master Card, American Express, and all other payment-card brands and the Payment Card Industry Security Standards Council; as well as all applicable laws, regulations, and directives relating to privacy, security, data protection, and the safeguarding, disclosure, and handling of such information. To that end, Owner will ensure implementation and maintenance of administrative, physical, and technical safeguards that are no less stringent than those accepted as standard industry practices.

In the event Owner breaches or becomes aware of a breach or violation of any security or privacy standard relating to a Posting, or the subject matter of this Agreement, or that otherwise affects or involves any user of the Wildlife Retreats Platform, Owner shall notify Company immediately and will take all actions necessary to promptly deliver all requisite notices and rectify the breach or violation. Owner understands that failure to comply with this section and all other applicable rules, standards, laws and regulations, may result in assessments, fines, or penalties; and Owner shall indemnify, defend, and reimburse Company immediately for any such assessment, fine, or penalty imposed on Company as a result of any Owner breach or violation.

10. Representations, Warranties, and Covenants. Owner represents, warrants, and covenants as follows:

(a) Owner either owns or is an authorized agent and representative of the owner(s) of the respective Postings, and holds all necessary rights and licenses to advertise the Postings on the Wildlife Retreats Platform and to use all data and information comprising or relating to the Posting content, including photographs, descriptions, brand names, trademarks, and other content and identifying information provided to Company published on the Wildlife Retreats Platform;

(b) The use, reproduction, transmission, and republishing of material and information related to the Postings and the activities contemplated by this Agreement regardless of medium or mode of transmission of such information will not violate any law, rule, or regulation, and will not infringe upon the intellectual property, privacy, or other rights of any user or other third party;

(c) Owner has obtained all necessary authorizations and consents as may be required or appropriate to receive the Services and perform its obligations under this Agreement;

(d) No Postings are or will be duplicated on the Wildlife Retreats Platform and that Owner will be solely responsible for all bookings or leases associated with their Posting;

(e) Owner will not take any action that could reasonably be deemed disparaging to the Company or the Wildlife Retreats Platform;

(g) Owner will indemnify, defend, and hold harmless the Company from and against any and all costs and expenses, including reasonable attorneys’ fees, arising or related to any loss, liability, judgment, claim, investigation, lawsuit or other proceeding, that Company or any of its agents or representatives may incur that relate to or arise out of: (i) any breach of this Agreement; (ii) any phishing, fraud, or other unauthorized booking or activity related to a Posting; (iii) any payment the Company is obligated to make to a third party relating to a “book with confidence” program or other guarantee relating to a Posting on account of an act or omission by Owner of the subject Posting; (iv) the operation of Owner’s business; and (v) any claim of intellectual-property infringement relating to any Owner information transmitted to Company, or any Posting.

11. Disclaimer & Limitation of Liability.

COMPANY IS NOT A REAL ESTATE AGENT OR BROKER AND THE COMPANY PLATFORM IS FOR ADVERTISTING PURPOSES ONLY.

15. Term and Termination

(a) Term. This Agreement will govern all Postings as of the applicable Effective Date, unless terminated earlier by either party upon 30-days prior notice, or as set forth below. Monthly Fee Postings will be on a monthly term with a minimum of two (2) months. Upon notice in accordance with this section, all monthly subscription renewals of Monthly Fee Postings will be governed by the Company agreement that is in effect on the date of commencement of the applicable renewal term, regardless of the date on which Owner pays Company for such renewals; and all subscription and renewal payments will become non-refundable upon commencement of the then-current monthly term for such Monthly Fee Postings. Annual Fee Postings will be on an annual term. Upon notice in accordance with this section, all annual subscription renewals of Annual Fee Postings will be governed by the Company agreement that is in effect on the date of commencement of the applicable renewal term, regardless of the date on which Owner pays Company for such renewals; and all subscription and renewal payments will become non-refundable upon commencement of the then-current annual term for such Annual Fee Postings.

(b) Termination for Breach. In case of a breach of any material obligation under this Agreement, the non-breaching party shall notify the breaching party of the nature and details of the alleged breach, and, except where no cure would be reasonably practicable, the breaching party will have 30-days to cure such breach. In that regard, Company will have the right to suspend or remove Postings or terminate this Agreement as reasonably necessary to prevent further damage or exposure to liability as a result of an Owner’s breach. If a breach otherwise capable of being cured is not cured at the conclusion of the 30-day period, the Agreement will then terminate immediately with respect to all associated Postings, or in its entirety.

(c) Effect of Termination. Following any termination of this Agreement, all associated Postings will be removed from the Wildlife Retreats Platform. However, Owner will remain obligated for all outstanding fees owed prior to the termination date, and will make such payments to Company within 30 days of termination.

16. Miscellaneous.

(c) Entire Agreement. This Advertising Agreement and the Terms, along with all Company statements and confirmations related to the Postings, comprise the entire agreement between the parties relating to its subject matter. In case of a conflict between any provision of this Agreement and any of the Terms or other documents, the provisions set forth in this Agreement shall prevail. In the event that Owner previously entered into an advertising agreement or any similar agreement with Company, this Agreement will automatically replace and supersede any and all such prior agreements in its or their entirety, as of the Effective Date. No amendment or modification to this Agreement will become effective unless made in writing and signed by an authorized representative of each of the parties.

(e) Venue & Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the state of Georgia, without regard to its choice-of-law principles. Owner irrevocably agrees that any cause of action Owner may submit in connection with this Agreement or any of the Services will be filed in the courts located in Banks County, Georgia, which Owner acknowledges will be the sole and exclusive forum and venue for any legal dispute between Owner and Company.

(g) Time. Time is of the essence of this Agreement.

HUNTING/FISHING LICENSE

THIS HUNTING/FISHING LICENSE (the “License”) is made as of _____________, 202__, by and between ______________________________________________[insert landowner] (hereinafter referred to as “Licensor”), whose address is ______________________________________________________, and ________________________________________________[insert hunter(s) names] (hereinafter referred to, individually and collectively, as “Licensee”), whose address is ____________________________________________________ (Licensor and Licensee hereinafter sometimes being referred to individually as a “Party” and collectively as the “Parties”).

FOR AND IN CONSIDERATION OF the covenants, promises, agreements and undertakings set forth herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged by the Parties, Licensor and Licensee agree as set forth below.

1. Licensed Area. Licensor does hereby grant unto Licensee a license to use, for the purposes and term set forth below, the following described real property (the “Licensed Area”):

That certain real property comprising approximately _______________ acres of land, more or less, located in _________________ County, Georgia, as more particularly described on Exhibit “A” attached hereto and incorporated herein.

2. Term. The term of this License (the “Term”) shall begin on the date hereof and end on ___________, 202___ (the “Expiration Date”), unless sooner terminated in any manner provided in this License.

3. License Fee. In addition to her/his/their other obligations hereunder, Licensee agrees to pay a license fee in the amount of ___________________ and NO/100 DOLLARS ($________.00)to Licensor upon the date of booking the Licensed Area through the Wildlife Retreats electronic application (app).

4. Permitted Uses by Licensee. Licensee and her/his/their invitees, guests, employees, contractors or agents (individually and collectively, the “Licensee Parties”) shall not have any rights or privileges not specifically granted herein, and it is specifically understood and agreed that the rights and privileges herein granted are solely for the following uses: (i) legally hunting game or fishing in ponds, lakes, rivers or streams located on the Licensed Area during state approved seasons, as further limited by the time period restrictions set forth herein, and in accordance with all applicable laws (including without limitation applicable federal and state hunting and fishing laws and regulations), and (ii) walking, hiking and related activities (the immediately preceding items (i) and (ii) being hereinafter referred to as the “Permitted Uses”); provided, however, that anything to the contrary notwithstanding, such Permitted Uses shall not be construed to imply or grant any other license, rights or privileges for other use of the Licensed Area. Except during the Hunting/Fishing Periods (as defined below), Licensee and all other Licensee Parties shall not disturb or otherwise interfere with the use or enjoyment of the Licensed Area by Licensor or any other Licensor Parties (as defined below), and Licensee and all other Licensee Parties shall refrain from creating noise or any disturbance likely to disturb or annoy such Licensor Parties.

5. Specific Use Limitations. The Licensee Parties shall be limited to hunting the specific game set forth below and to the following hunting and fishing activities during the Term on the Licensed Area during state approved seasons and in compliance with federal, state, county, city, municipal, and relevant agency laws, restrictions, harvest limitations, and all other regulations:

PERMITTED GAME (list permitted game to be hunted, i.e. deer, turkey, ducks, hogs, etc.)

_________________________________

PERMITTED HUNTING/FISHING ACTIVITIES

________________________________________

6. Licensee’s Duty to Inspect Licensed Area and to Advise Licensor Parties of Use. The Licensed Area is taken and accepted by Licensee in an “as is” condition, and Licensee specifically takes and accepts the Licensed Area in its present condition. Licensee understands that hunting and fishing are dangerous activities and that there may be hidden hazards such as holes, fence wires, snakes, wells, swamps, ponds, rivers, lakes, harmful plants, unauthorized careless persons on the Licensed Area, other hunters, or other risks that may injury or cause death, and Licensee assumes all these risks as their own responsibility. It is specifically understood and agreed that Licensor is not warranting or guaranteeing the condition of the Licensed Area or its suitability for any purpose or purposes whatsoever, and that Licensor is absolutely not making any warranty or representation as to whether or not there are or are not dangerous conditions existing upon the Licensed Area. Licensee acknowledges and agrees that neither Licensor nor any of the other Licensor Parties shall have any liability of any kind or character to Licensee, or to Licensee’s invitees, guests, employees, contractors, or agents by reason of any damage to property or of physical injury to any such persons.

7. Indemnity. Licensee agrees to hold harmless and unconditionally indemnify Licensor and its respective members, owners, officers, attorneys, representatives, invitees, guests, employees, contractors and agents, including without limitation all Licensor Parties (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all liability, costs, expenses, losses, claims, demands, causes of action or damages which any of the Indemnified Parties may at any time suffer or sustain, or for which any of the Indemnified Parties may become liable, by reason of, in conjunction with or arising from, directly or indirectly, any injuries, deaths or damage to property of any kind resulting from or in any way related to the use of or presence upon the Licensed Area by Licensee or any of Licensee’s invitees, guests, employees, contractors, agents or representatives, including without limitation all Licensee Parties, for any reason whatsoever (the “Indemnified Claims”). Licensee hereby agrees that should any Indemnified Party be sued by reason of, in conjunction with or arising from any such injuries, deaths or property damage that is part of or otherwise relates to any of the Indemnified Claims, then Licensee shall pay all costs and expenses, including without limitation actual attorney’s fees, incurred by each such Indemnified Party in the defense of said suit or suits. In the event that any claimant in such suit recovers a final judgment against any of the Indemnified Parties, then Licensee shall be responsible for and pay all of such judgment.

8. Trespassers and Destruction of Licensor’s Property. Licensee agrees not to cut or damage any of the timber or crops on the Licensed Area and not to suffer or permit the cutting or destruction of any timber or crops thereon by any other person. Licensee will report to Licensor as soon as possible any and all trespassing from others of whatever kind and nature upon the land, timber and/or crops of Licensor. Licensee agrees to use all reasonable means to protect the trees and crops on the Licensed Area, to prevent the destruction of timber, crops, fences and improvements of Licensor located on the Licensed Area, and to repair and/or replace any improvements of Licensor’s damaged or destroyed by Licensee or any of their invitees, guests, employees, contractors, agents or representatives. Licensee further agrees to exercise her/his/their best efforts to prevent forest fires on the Licensed Area, to promptly extinguish any fires that may commence or take place on the Licensed Area or on lands in the vicinity thereof belonging to Licensor or Licensee, and to report promptly to Licensor all fires that may take place upon the Licensed Area or in the vicinity thereof. Licensee also agrees that they shall keep the Licensed Area free of litter at all times during the Term of the License.

9. Authorized Hunters/Fishermen and Hunting/Fishing Periods. Only Licensee and Licensee’s immediate family and accompanied guests shall be authorized to hunt and fish on the Licensed Area only during the Hunting/Fishing Periods set forth below, and only to the extent that each such person is properly licensed in the state to do so at the time. Anything to the contrary notwithstanding, for all purposes of this License, the term “Hunting/Fishing Periods” shall mean the following dates and times during the Term:

__________ through __________, 20____, during the hours of _________________.

10. Alterations of Licensed Area. Anything to the contrary notwithstanding, Licensee shall not place or construct any improvements of any kind upon the Licensed Area, nor shall Licensee in any manner alter the Licensed Area, either by way of making or constructing improvements thereto or by altering existing improvements or conditions on the Licensed Area. No campsites shall be maintained, or structures erected on the Licensed Area. Licensee shall keep the Licensed Area free of litter and debris at all times. The driving of nails, spikes, screws, bolts or any other metal object into any tree on the Licensed Area, for any purpose, is strictly prohibited except where an old previously built deer stands exist.

11. Fire Hazard Prevention. In the sole judgment of Licensor or its agents may further restrict Licensee’s use and enjoyment of the Licensed Area if weather conditions present an extreme fire hazard to the timber located on the Licensed Area. Neither Licensee nor any of his family members, or guests shall do any acts which in any way set fire to any part of the Licensed Area. Licensee shall use his best efforts to suppress any fire that occurs on the Licensed Area during the term of this License. Licensee shall promptly notify Licensor in the event of any fire on the Licensed Area.

12. Access to Licensed Area. Licensor shall provide Licensee with the key or combination to all locks on cables, gates, or other devices in order to provide access to Licensee.

13. Compliance with Laws. Licensee agrees that neither Licensee nor any of their invitees, guests, employees, contractors, agents or representatives will hunt, fish, or conduct any other activities on the Licensed Area in violation of any local, state or federal laws, rules or regulations, including but not limited to wildlife laws and regulations, and any and all claims, fines, penalties and/or assessments arising therefrom shall be part of the amounts for which Licensee is liable under Section 7 hereof. Licensee also agrees to pay any and all fees that Licensor and/or Licensee may be required to pay in connection with this License.

14. Insurance. During the Term of this License, Licensee agrees to keep in force a comprehensive general liability insurance policy in a form approved by Licensor and with a limit of not less than Two Million Dollars ($2,000,000.00) per occurrence. Such insurance shall name Licensor as an additional insured with respect to all coverage thereunder. A certificate of insurance issued by the carrier setting forth the policy number, limits of coverage, and the expiration date must be furnished to Licensor before the commencement of the Term of this License. This License will not be valid unless said liability insurance is in effect. It is understood that the obtaining and maintaining of the required insurance coverage will not bar Licensor from filing a claim against Licensee. Licensor shall acquire or maintain public liability insurance with coverage suitable for the Licensed Area in its own discretion

15. Licensor’s Retained Rights. Licensor reserves unto itself the following rights relative to the Licensed Area:

(a) Licensor reserves the right for its members, owners, officers, attorneys, representatives, invitees, guests, employees, contractors, vendors, customers, agents, tenants, licensees and grantees (the “Licensor Parties”), to enter upon and inspect the Licensed Area at all times, and to use, occupy and enjoy the same in common with Licensee, and for any purpose or purposes that Licensor may see fit, including without limitation planting, maintaining and harvesting timber, hay and other agricultural products; raising and maintaining livestock; and hunting and fishing on the Licensed Area (provided, however, that prior to any such hunting or fishing by any Licensor Parties, Licensor shall give Licensee reasonable advanced notice thereof and, further, that all such persons shall carry on their person written authorization to hunt or fish on the Licensed Area executed on behalf of Licensor and identifying the dates for which such authorization is effective);

(b) Licensor may, upon twenty four (24) hours prior notice to Licensee, exclude portions of the Licensed Area from the provisions of this License, whereupon the Licensed Area that are the subject of this License shall automatically be revised to reflect such exclusion and Licensee’s rights and obligations under this License with respect to such excluded portions shall cease and thereafter be null and void;

(c) Likewise, Licensor may, upon twenty four (24) hours prior notice to Licensee, designate portions of the Licensed Area as temporarily closed or off-limits, whereupon Licensee’s rights with respect to such portion of the Licensed Area shall be suspended for the duration of the period designated by Licensor; and

(d) Licensor specifically reserves to itself any other rights which it has or may enjoy as owner of the Licensed Area and which have not been specifically granted to Licensee herein.

Anything to the contrary notwithstanding, failure of Licensor to exercise any of the rights it reserves shall not constitute a waiver thereof.

16. Roads. Licensee covenants and agrees to use only the existing roads on the Licensed Area while operating any motorized vehicles thereon and then only to the extent permitted hereunder. Licensee shall repair any damage done to such roads by Licensee or anyone entering under permission from Licensee. Licensor shall not have any obligation or duty to maintain or repair any road on the Licensed Area, regardless of whether or not Licensor caused damage to the road. Licensor shall have the absolute right to relocate any road on the Licensed Area. Excessive damage to roads caused by vehicular travel in wet weather is strictly prohibited. Licensee shall take all necessary action to assist in the maintenance of said roads, including, without limitation to, the use of all-terrain vehicles only on those portions of the roads as identified by Licensor to Licensee during the term hereof.

17. Assignment/Subletting. Licensee may not sublease, license or otherwise permit the use of any portion of the Licensed Area or assign this License (or any rights, privileges, uses, duties or obligations herein).

18. License. The Parties acknowledge and agree that this License creates only a license in Licensee and not a usufruct, leasehold estate or other interest in real property. Licensor’s remedies shall specifically include, without limitation, the right to seek and obtain the dispossession of Licensee in accordance with the law applicable to tenants or Licensees of real property.

19. No Warranty By Licensor. Licensor does not make any representation or warranty of any kind with respect to title to or the condition of the Licensed Area, and this License is subject to any and all restrictions, reservations, conditions, leases, easements, rights of way or any other matters shown in the prior chain of title, including any exception, reservation or leasing of the oil, gas and other minerals, regardless of whether any such instruments or documents are recorded or unrecorded.

20. Governing Law. This License is intended as a contract under and shall be construed and enforceable in accordance with the laws of the State of _______________________(insert state).

21. Notice. Any notice, demand or document required or permitted to be delivered by this License shall be deemed to be delivered when delivered personally or when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Parties at their respective addresses set forth above or at such other address for which a Party has given notice in accordance with the notice requirements hereunder.

22. Counterparts. This License may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by the other Party. Signatures of the Parties to this License which are sent via facsimile or electronic mail shall be treated as and have the same binding effect as original signatures hereon.