Indemnification
rider.

What this rider does.

This Indemnification Rider (the "Rider") establishes the allocation of risk between the Customer and the Service in connection with all activities undertaken under, in connection with, adjacent to, or in the general vicinity of, the Service.

This is, nominally, a mutual indemnification — meaning each party indemnifies the other. In practice, the obligations imposed on the Customer are broader and triggered more easily. We have not made an effort to disguise this.

You indemnify us.

The Customer shall indemnify, defend, and hold harmless the Service, its parent company Goodfoot Holdings, Inc., its subsidiaries, affiliates, officers, directors, employees, contractors (independent or otherwise), agents, investors, board observers, and outside counsel (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, damages, losses, liabilities, judgments, settlements, fines, penalties, interest, attorneys' fees, expert fees, expenses, and other costs of every kind and nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, arising out of or in any way related to:

• any order placed by the Customer, including orders placed in error, in jest, while intoxicated, or "as a test";
• any Kick fulfilled, partially fulfilled, attempted, or rerouted in connection with such order;
• any subsequent legal proceeding initiated by the Target, the Target's family, the Target's employer, the Target's union, or any government entity;
• any media coverage that names the Indemnified Parties in proximity to the words "assault," "battery," "vigilante," "RICO," or "unindicted co-conspirator";
• any reputational damage resulting from association with the Customer's order, including damage measured by the Service's stock price in any privately-held secondary market;
• any tax liability arising from the Customer's failure to characterize the order as a personal-services expense in their own jurisdiction.

We indemnify you.

The Service shall indemnify the Customer from and against any third-party claim alleging that the Service infringes a U.S. patent or registered U.S. trademark, provided that the claim arises solely out of the Customer's use of the Service strictly within the parameters specified at order time, and further provided that the Customer has not modified, combined, repackaged, gifted, or "lent" the Service.

The Service's total cumulative liability under this Section 03 is capped at $50, irrespective of the number of claims, the number of Customers asserting them, or the actual cost of the Service's own defense.

We pick the lawyer.

The Indemnified Parties shall have sole control of the defense and settlement of any claim subject to this Rider, including the right to select counsel, set litigation strategy, conduct discovery, accept or reject settlement offers, and enter into consent decrees on the Customer's behalf.

The Customer shall, at the Customer's sole expense, fully cooperate with the defense, including by appearing for deposition, producing documents, signing tolling agreements, and refraining from any public statement on social media regarding the underlying matter, the Target, or the Service for a period of five (5) years from final adjudication.

Tell us promptly.

The Customer shall provide written notice to the Service of any claim, threat of claim, or "stern letter" within three (3) calendar days of receipt. Failure to provide timely notice shall be deemed a material breach of the Rider and shall, at the Service's sole election, void the Service's reciprocal indemnity obligations under Section 03 (such as they are).

Notice shall be delivered to indemnity@akickintheballs.com, with a copy by certified mail, return receipt requested, to outside counsel at the address available upon request.

No settlement without consent.

The Customer shall not settle, compromise, or otherwise resolve any claim subject to this Rider without the prior written consent of the Service, which consent may be withheld at the Service's sole discretion, including for any reason or no reason.

If the Customer settles a claim in violation of this Section 06, the Customer shall be solely responsible for the entire settlement amount, plus a Service-imposed liquidated-damages penalty of $25,000, which the parties stipulate is a reasonable estimate of the Service's harm.

Get insurance.

The Customer is strongly encouraged, though not required, to maintain a personal umbrella liability policy with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, naming the Indemnified Parties as additional insureds.

The Customer acknowledges that most personal umbrella policies expressly exclude intentional acts. The Customer further acknowledges that we have brought this to the Customer's attention.

Co-orderers are jointly liable.

Where two or more Customers jointly place an order — for example, by pooling funds, splitting a tier, or "deciding together" — each such Customer shall be jointly and severally liable for the full amount of any claim subject to this Rider. The Service may, at its election, pursue any one of the joint Customers for the entire indemnity amount, regardless of the underlying split of culpability.

This Section also applies to gifted orders. The gifter and the recipient are jointly liable. So is anyone they CC'd.

This survives.

The obligations set forth in this Rider survive the termination of the Customer's account, the cessation of the Service, the dissolution of Goodfoot Holdings, Inc., the death of the Customer (in which case they pass to the Customer's estate), and any change in applicable law that would, on its face, render this Rider unenforceable.

For the avoidance of doubt: there is no expiration. There is no statute of limitations the Service has not contractually tolled. The Customer's obligations are perpetual.

We can step into your shoes.

Upon payment of any amount under this Rider, the Service shall be subrogated to all rights the Customer may have against any third party in connection with the underlying claim, including the Target, the Target's insurer, any contributing tortfeasor, and any party who, in our subjective view, "set the whole thing up."

The Customer shall execute any documents reasonably necessary to perfect this subrogation, including assignments, releases, and a small notarized form we will provide.