SPORTLOGiQ Inc. (“SPORTLOGiQ” or “Licensor”) is the owner of a proprietary Software (as defined below) that it makes commercially available to its customers for use under license as a hosted software as a service offering (the “Service”, as defined below). The Service provides SPORTLOGiQ’s customers with Data (as defined below) and advanced analytics.

In connection with the use of the Software, the Service and the provision of Maintenance and Support (all as further defined below), you and/or your organization or corporation (the “Customer”) hereby agree to the terms of service and conditions contained herein (collectively, the “Terms of Service”).

BY ACCEPTING THESE TERMS OF SERVICE, EITHER BY: A) ACCEPTING THE TERMS OF SERVICE ONLINE, B) SIGNING THE ORDER FORM (AS DEFINED BELOW) WHICH REFERENCES THESE TERMS OF SERVICE, OR C) USING, OR ACCESSING THE SERVICE AFTER BEING MADE AWARE OF THESE TERMS OF SERVICE, THE CUSTOMER ACKNOWLEDGES THAT IT HAS UNDERSTOOD ALL OF THE PROVISIONS CONTAINED HEREIN, AND HAS THE AUTHORITY TO AGREE TO, AND CONFIRMS THAT AGREES TO, COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, TOGETHER WITH ANY ORDER FORM WHICH IS INCORPORATED BY REFERENCE AND WHICH WHEN COMBINED WITH THESE TERMS OF SERVICE IS DEEMED TO COMPRISE THE ENTIRE AGREEMENT ENTERED INTO BETWEEN LICENSOR AND THE CUSTOMER. IF THE CUSTOMER DOES NOT ACCEPT OR AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN, THE CUSTOMER SHALL NOT USE, OR ACCESS THE SERVICE.

IF YOU ARE AN AGENT OR EMPLOYEE OF THE CUSTOMER YOU HEREBY REPRESENT AND WARRANT THAT: (I) YOU ARE DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH THE CUSTOMER’S BEHALF AND TO BIND THE CUSTOMER , AND (II) THE CUSTOMER HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1. Definitions

1.1 In this Agreement:

“Additional Services” means those additional services, if any, that are mutually agreed upon in writing by SPORTLOGiQ and Customer in an Order Form.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreed Media” means systems and media used by Customer’s internal analytics and/or scouting departments, provided that such systems and media are not made available to, or otherwise accessible by, third parties.

“Agreement” means these Terms of Service and the Order Form.

Authorized Services Partner” means a 3rd party engaged by SPORTLOGiQ for the purposes of providing all or part of the Services to Customer.

“Authorized Support Partner” means a 3rd party engaged by SPORTLOGiQ for the purposes of providing Maintenance and Support for the Service to Customer.

Customer” means the customer named in the applicable Order Form.

“Controlled Events” has the meaning given to that term in Section 3.1 hereof.

“Controlled Event Terms” has the meaning given to that term in Section 3.2 hereof.

“Data” means the analytics data derived from a Game Event and provided to the Customer by Licensor through the Service as specified in the Order Form.

“Delivery Method” means a web-based user interface, .csv, .xlsx, .xml, or the SPORTLOGiQ Customer portal API.

“Documentation” means the written and/or electronic documentation, including among other things user and installation manuals, reference materials, and/or release notes, if any, that Licensor generally makes available to subscribers to the Service, as the case may be.

“Fees” means Subscription Fees and other fees for Professional Services or Additional Services, as mutually agreed upon by SPORTLOGiQ and Customer in the applicable Order Form.

“Force Majeure Event” means, in relation to either party, any act, event, non-happening, omission or accident that is beyond its reasonable control and is not reasonably foreseeable by that party, and that causes or results in default or delay in the performance by that party of any of its obligations under this Agreement, including (a) acts of God, war, riot, civil unrest, terrorism, malicious damage or strike or other industrial action or labor problem in any jurisdiction relevant for SPORTLOGiQ’s operations; (b) distributed denial of service attacks; (c) failure of or interruption to telecommunications services, power supply or other utility services, delays involving hardware or software not within Licensor’s control, network intrusions, or the impossibility of the use of public or private telecommunications networks; (d) lightning, earthquake, hurricane, storm, fire, flood, drought, accumulation of snow or ice and other extreme weather or environmental conditions; (e) the delay, non-completion, cancellation, postponement, abandonment or similar event or act in relation to any fixture or Game; (f) government action or decree, any legal or regulatory change and any decision, order, act or omission of any governmental, regulatory, judicial or other body (whether or not having legal powers), and (g) any decision, order, act or omission of any Rights Holder.

“Game” means any individual sporting game or contest.

Game Event” means each act or action by a player or team executed in a Game and listed in the Data section of the Order Form.

“Good Industry Practice” means the degree of skill, competence, diligence, prudence and foresight which could reasonably and ordinarily be expected from a skilled and experienced person complying with the applicable legal requirements and practices, engaged in the same type of undertaking under the same or similar circumstances as the relevant party.

Intellectual Property Right” means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, publicity, performance or moral rights law, trade-secret law, confidential information law, integrated circuit topography law, semi-conductor chip protection law, industrial design law, trademark law, unfair competition or trade practices law, or other similar laws and includes legislation by competent governmental authorities and judicial decisions under common law or equity.

“Maintenance and Support” means the technical support services for the Service provided by Licensor or its Authorized Support Partner, as described in, and in accordance with, the Support Terms, and excluding any and all services rendered by SPORTLOGiQ personnel with respect to the analysis, interpretation, and evaluation of Data.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses.

“Official Data Provider” means a person or entity that has been granted exclusive rights by a Rights Holder to collect, analyse and distribute data from Controlled Events.

“Order Form” means: (i) an electronic form provided by Licensor on its website through which Customers order Service Subscriptions, Additional Services, and/or Professional Services, or (ii) a written document executed by Licensor and Customer in respect to Customer’s purchases of Service Subscriptions, Additional Services, and/or Professional Services from Licensor.

Permitted Purpose” means to use the Service and the Data for internal business, administrative, coaching, and management processes, including but not limited to player and team analysis.

“Professional Services” means the services provided by Licensor or its Authorized Services Partner, pursuant to an Order Form and the terms of Section 4 of this Agreement, which services, the fees therefor and any other terms and conditions applicable thereto shall be described in the Order Form.

“Rights Holder” means any third party that owns or controls the rights, including Intellectual Property Rights, broadcast or other rights relating to any Game, including the rights to use the Video Content of the Game and the personal data of the participants in the Game.

“Service” means the cloud-based hosted version of the Software for which Customer is granted rights of access and use in accordance with this Agreement, which resides on a server operated by, or on behalf of Licensor and which will be remotely accessible over the Internet by Customer and its Users, including any Additional Services available in connection therewith, as such Service may be updated from time to time by Licensor in its sole discretion.

“Software” means the Licensor’s proprietary software program(s), including Widgets, in machine-readable object code format specified in an Order Form, any other software provided by Licensor from time to time, and the Documentation for such program(s) and which is made available by Licensor as a Service for use by Customer in accordance with the terms hereof.

“Support Terms” means the terms on which Licensor, or its Authorized Support Partner, provides Maintenance and Support for the Service to Customer.

“Subscription” means the right granted by Licensor to Customer to access and use the Service in accordance with these Terms of Service and the applicable Order Form, for the Subscription Term specified in the applicable Order Form.

“Subscription Fee” means the fee payable by Customer for a Subscription as set out in the Order Form.

“Subscription Term” means the period of time that Customer is authorized by Licensor to access and use the Service (including the Documentation) as specified in the Order Form.

Turnaround Time” means the time it takes for Data from Games played by the Customer to be made available to Customer as specified in the Order Form.

“User” means a specific number of employees or contractors of Customer to whom Customer (or Licensor at Customer’s request) has supplied a user identification and password that allows such individual to access the Service.

“Video Content” means text, images, video, audio, and other data, relating to or incorporated into the video footage of a Game delivered, submitted, or otherwise made available, to Licensor through the Service by or on behalf of Customer for the purpose of generating the Data relating to such Game.

“Widget” means an on-screen software device or application visible on an internet web page with the sole function of displaying certain data delivered via the Widget Delivery.

“Widget Delivery” means the delivery of certain data via JavaScript, HTML and/or CSS or such other industry standard method (as reasonably determined by SPORTLOGiQ from time to time) which can only be displayed via a Widget.

2. Grant of License

2.1 License Grant. Subject to the terms and conditions of this Agreement (including the applicable Order Form) and payment of the applicable Subscription Fee, Licensor hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, internal right, during the Subscription Term: (a) to access and use (and to permit Users to access and use) the Service and the Data solely for the Permitted Purpose; and (b) to access and use (and to permit Users to access and use) the Documentation as reasonably necessary to support the Customer’s permitted use of the Service and the Data.

2.2 Reservation of Rights. The Service, Data and Documentation are expressly licensed, and not sold by the Licensor to the Customer. Licensor and its licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other Intellectual Property Rights), in and to the Software, Service, Data and Documentation and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof, all of which shall be deemed part of the Software and subject to all of the provisions of this Agreement. Customer shall keep the Software and Documentation free and clear of all liens, encumbrances and/or security interests. Subject to the limited rights expressly granted in this Agreement, Licensor reserves all rights, title and interest in and to the Software and Documentation. No rights are granted to Customer pursuant to this Agreement other than as expressly set forth in this Agreement.

2.3 Delivery Method. SPORTLOGiQ shall deliver the Data to the Customer by way of the Delivery Method specified in the Order Form. Licensor may, at its sole discretion change the Delivery Method so as to provide more effective or more efficient provision of the Service, provided that SPORTLOGiQ will inform the Customer in writing in advance with at least thirty (30) days’ notice of any material change to the Delivery Method.

2.4 Restrictions. Customer shall not (and shall not allow Users or any third party to): (a) possess, download or copy the Service or any part of the Service, including but not limited any component which comprises the Service, but not including any output from the Service; (b) knowingly interfere with service to any of Licensor’s users, host or network, including by means of intentionally submitting any Malicious Code, overloading, flooding, spamming, mail bombing or crashing; (c) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service and/or Documentation; (d) circumvent any timing restrictions that are built into the Service; (e) sell, rent, lend, transfer, distribute, license, or grant any rights in the Service or Documentation in any form to any person without the written consent of Licensor; (f) remove any proprietary notices, labels, or marks from the Service or Documentation; (g) create any “links” to, or “frame” or “mirror” of the Service or any portion thereof; or (h) use the Service or Data in violation of the Permitted Purpose or applicable laws.

2.5 Publicly Available Software. Portions of the Software include and/or incorporate software programs that are distributed by Licensor pursuant to the terms and conditions of a license granted by the copyright owner of such software programs to Licensor and which in turn govern Customer’s use of such software programs (“Publicly Available Software”). The Customer’s use of Publicly Available Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted. The Customer may have broader rights under the license applicable to Publicly Available Software and nothing contained herein is intended to impose restrictions or limitations on the Customer’s use of the Publicly Available Software. The warranty, indemnity and limitation of liability provisions in this Agreement will apply to all of the Software, including Publicly Available Software included and/or incorporated in the Software.

2.6 Video Content License. The Customer hereby grants to SPORTLOGiQ all rights and licenses necessary to use the Video Content provided, or made available by Customer, to SPORTLOGiQ for the purpose of performing the Service on such Video Content and/or generating the Data.

2.7 Feedback. Customer may provide reasonable feedback to Licensor including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Service (“Feedback”). Customer hereby grants to Licensor a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software, Service, Documentation and any other Licensor products or services, or for any other purposes, any Feedback provided by Customer or its Users.

2.8 Trademarks. The Customer is hereby granted a revocable, non-transferable and non-exclusive license to use the SPORTLOGiQ trademark provided by SPORTLOGiQ to Customer from time to time (the “Marks”) solely for the purpose of prominently displaying the SPORTLOGiQ trademark in a position proximate to any use of the Data in the Agreed Media (and subject to any restrictions on the use of the SPORTLOGiQ trademark which are given to the Customer in writing by SPORTLOGiQ from time to time). The Customer is required to display the Mark in association with the Data each time that the Customer makes the Data available to the public or to any third party. Other than as specified herein, this Agreement does not grant any license or other permission for either party to use of any trademarks of the other party (including a party’s name, any league or competition names, club or team names or logos) or any right to use individual competitor names in any manner.

3. Rights Holders and Official Data Providers

3.1 Controlled Events. The Customer agrees and acknowledges that the provision of the Service is subject to any arrangements (involving Intellectual Property Rights or other rights), restrictions or prohibitions imposed by any Rights Holder having rights (including broadcasting rights or venue access rights) in relation to any Games or Events (collectively “Controlled Events“), whether or not SPORTLOGiQ or any other person is or becomes an Official Data Provider in relation to such Controlled Events and whether or not Data therefor is supplied (or is expected to be supplied) as at the Start Date specified in the Order Form, or at any other time during the Subscription Term.

3.2. Controlled Event Terms. Customer’s use of any Data relating to Controlled Events where SPORTLOGiQ is or becomes an Official Data Provider is subject to Customer’s compliance with such terms, conditions and restrictions imposed by the relevant Rights Holder (“Controlled Event Terms“) and of which SPORTLOGiQ gives written notice to the Customer, no less than sixty (60) days prior to such Controlled Event Terms becoming effective. SPORTLOGiQ’s obligation to provide the Service is conditional on Customer agreeing to comply with any applicable Controlled Event Terms. If Customer does not agree to such Controlled Event Terms, Customer may terminate this Agreement without further penalty and SPORTLOGiQ shall refund to Customer any pre-paid Subscription Fees covering the period following the termination of this Agreement pursuant to this Section 3.2.

3.3 Official Data Provider Status.

(a) In the event that SPORTLOGiQ is appointed as an Official Data Provider, then the parties shall negotiate the fees payable for the provision of all Additional Services to be provided by SPORTLOGiQ in relation to all Controlled Events for which SPORTLOGiQ is the Official Data Provider, and SPORTLOGiQ’s provision of such Additional Services for such Controlled Events will be subject to payment of such fees and the Customer’s compliance with the applicable Controlled Event Terms imposed by the Rights Holder on the use of such Data by Customer which are provided to Customer in writing. For the avoidance of doubt, SPORTLOGiQ may suspend or discontinue the provision of Data related to Controlled Events without compensation or liability to the Customer in the event and to the extent Customer fails to comply with any applicable Controlled Event Terms.

(b) In the event that SPORTLOGiQ is not appointed as an Official Data Provider and/or is no longer permitted to provide the Data in relation to any Controlled Events for whatever reason, then notwithstanding any other provision of this Agreement, SPORTLOGiQ shall have the right to suspend or discontinue the provision of the Service or Data in relation to such Controlled Events, without compensation or liability to the Customer, except that Subscription Fees will be reduced on a pro rata basis for the remainder of the then current Subscription Term.

3.4 Rights Holder Approval. The Customer acknowledges that it may be required to obtain licenses, rights or consents from Rights Holders in order to: (a) use or provide to SPORTLOGiQ Video Content and/or other content in relation to Games, including Controlled Events, or (b) use the Data as supplied by SPORTLOGiQ pursuant to this Agreement. Customer shall be solely responsible, at its own cost, for obtaining all necessary licenses, rights and consents from Rights Holders. The Customer warrants that with respect to any Video Content provided or made available to SPORTLOGiQ by Customer, Customer holds all the rights, licenses, consents, title and/or interest therein necessary in order to provide such Video Content to SPORTLOGiQ and for SPORTLOGiQ to perform the Service and its other obligations hereunder on such Video Content.

3.5 Controlled Event Status. SPORTLOGiQ is not currently aware of Controlled Events being a part of the Games for which Data is collected.

4. Professional Services

4.1 Professional Services. If agreed to in an Order Form, Licensor, or its Authorized Services Partner, will provide Professional Services on a time and materials basis according to the terms and conditions in the Order Form, the present Agreement and more specifically Sections 4, 7 and 14 hereof.

4.2 Intellectual Property Rights. Licensor shall own all right, title and interest and all intellectual property rights in and to any inventions (whether patentable or not), discoveries, concepts, know-how, technology, software (in executable and source code), templates and modifications to the Software, which have been created or developed by Licensor or its Authorized Services Partner on behalf of Licensor. Licensor shall retain all right, title and interest and all Intellectual Property Rights in and to any and all of Licensor’s proprietary information and the Software.

5. Maintenance and Support

During the Subscription Term, Licensor, or its Authorized Support Partner, will provide Maintenance and Support for the Service to Customer, at no additional charge, in accordance with the Support Terms. Licensor may amend the Support Terms by giving Customer at least thirty (30) days’ written notice of any amendments thereto. Licensor shall not be required to provide Maintenance and Support if Customer is in default of any of Customer’s obligations under this Agreement.

6. Customer Responsibilities

6.1. Service Usage Obligations. In using any of the Service, the Customer shall: (a) comply with SPORTLOGiQ’s applicable policies (including those relating to IT security and usage) notified to it from time to time; (b) take all necessary steps to prevent any Malicious Code being introduced into the Software or Service; (c) use reasonable endeavors to ensure that the Service is not used, reproduced and/or used for any commercial purpose by any third parties, including (without limitation) by way of the publication of appropriate terms of use on the Agreed Media; (d) notify SPORTLOGiQ as soon as it becomes aware of any unauthorized use of any Service or Data by any person; and (e) in no circumstances be entitled to use any of the Service or Data as part of any betting service, facility, functionality or arrangement with or for any other provider, operator or aggregator of betting services anywhere in the world.

6.2. Users. Customer is responsible for all activities that occur in User accounts and for its and its Users’ compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Video Content and the means by which Customer acquires Video Content; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software or the Service, and notify Licensor promptly of any such unauthorized access or use; and (c) use the Service and Data only in accordance with these Terms of Service, the Documentation and applicable laws and government regulations.

6.3. Equipment. Customer is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access) that are required to allow Customer to access and use the Service and for all expenses relating thereto. Customer agrees to access and use, and shall ensure that all Users access and use, the Service in accordance with any and all operating instructions or procedures that may be issued by Licensor from time to time.

7. Fees and Payment

7.1 Fees. Customer shall pay fees on a time and materials basis at Licensor’s then-current Professional Services rates or as specified in the applicable Order Form. Customer shall reimburse Licensor for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by Licensor or its Authorized Services Partner in the performance of the Professional Services, provided that such expenses are approved in advance in writing by Customer. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancellable and Fees paid are non-refundable.

7.2 Invoicing and Payment. Fees for Subscriptions and Professional Services and the development of deliverables provided pursuant to this Agreement will be invoiced in advance in accordance with the invoicing details contained in the relevant Order Form. Unless otherwise stated in the Order Form, charges are due within thirty (30) days from the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information with Licensor.

7.3 Overdue Charges. Any payment not received from Customer by the due date may accrue, at Licensor’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, from the date such payment was due until the date paid.

7.4 Cancellation for Non-Payment. Licensor may immediately cancel Customer’s Subscription for the Service if Customer fails to make any payment due in respect of the Service and does not cure such non-payment within ten (10) business days after receiving notice of such failure. Any cancellation of the rights hereunder by Licensor under the preceding sentence shall not excuse Customer from its obligation to make all payment(s) under the Agreement.

7.5 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, HST, GST, sales, value-added, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Licensor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Licensor will invoice Customer and Customer will pay that amount unless Customer provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Licensor is solely responsible for taxes assessable against it based on its income, property and employees.

8. Audits

Licensor shall have the right, with reasonable notice and during normal business hours, at Licensor’s sole expense, to verify Customer’s compliance with Customer’s obligations hereunder through a remote or an on-site audit of Customer’s records, facilities and licensing processes by Licensor or a third party representative of Licensor. Customer shall permit up to one such audit per year, including once during the 12 month period following the termination of this Agreement for any reason. Licensor may use such audit reports solely to enforce its rights hereunder and shall otherwise treat audit reports and any information received in connection with such audits as Confidential Information. In the event that an audit establishes that Customer is in material breach of its obligations hereunder, Customer shall reimburse Licensor for the cost of the audit and shall promptly pay to Licensor all outstanding Fees.

9. Proprietary Rights

9.1 Data Ownership. As between Licensor and Customer, Licensor exclusively owns all rights, title and interest in and to all Data. Except for the license granted by Licensor to Customer in Section 2.1 hereof, Customer does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of the Data.

9.2 Technical Safeguards. In connection with the provision of the Service, Licensor will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer’s Video Content, as described in the Documentation. Thse safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Video Content and Data by Licensor personnel except: (a) to provide the Service and prevent or address service or technical problems related thereto, (b) as compelled by law in accordance with Section 10 below, or (c) as expressly permitted in writing by Customer. Licensor shall, in connection with the provision of the Service comply with applicable privacy laws, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada) and Canadian Anti-Spam Legislation, as well as the Licensor’s Privacy Policy.

9.3 Rights in Derivative Data. The Service may send information and data to Licensor to provide aggregated usage and diagnostic statistics of Customers’ use of the Service. Customer hereby grants to Licensor a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate such information and data and to create aggregated data records and use such aggregated data, and all modifications thereto and derivatives thereof (“Derivative Data”) for the purpose of improving the Service, developing new products and services, analyzing usage and for all other reasonable purposes as determined by Licensor.

10. Confidentiality

The Software, whether provided in source code or object code form, including without limitation, the specific design, structure and logic of individual programs, their interactions both internal and external, the programming techniques employed therein, the Service, and the terms of the Agreement are considered confidential and trade secrets of Licensor and/or its licensors (the “Confidential Information”), the unauthorized disclosure of which would cause irreparable harm to SPORTLOGiQ. Customer shall not use such Confidential Information except to the extent necessary to exercise the rights granted to Customer under Section 2 of this Agreement. For greater certainty, Customer shall not disclose any performance, benchmarking, or feature-related information about the Software or the Service to any third party. Customer further agrees not to disclose, transfer or otherwise provide to any third party any portion of the Software, the Service, Documentation or Confidential Information or know-how, except as explicitly permitted herein. Customer shall use the same degree of care and means that Customer uses to protect Customer’s own information of a similar nature, and in any event, shall use reasonable efforts to prevent the disclosure of Confidential Information to any third parties. This confidentiality obligation shall continue to apply to the Confidential Information following the termination hereof, provided that the confidentiality provisions contained herein shall not apply to Confidential Information which: (i) was known by Customer prior to disclosure, as evidenced by its business records; (ii) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of the confidentiality provisions contained herein; (iii) was disclosed to Customer by a third party, provided such third party or any other party from whom such third party receives such information is not in breach of any confidentiality obligation in respect of such information; or (iv) is disclosed when such disclosure is compelled pursuant to legal, judicial, or administrative proceeding, or otherwise required by law, provided that Customer shall give all reasonable prior notice to Licensor to allow it to seek protective or other court orders.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each party hereby represents and warrants to the other that: (a) it has all necessary power and authority, and has obtained and will throughout the Subscription Term, maintain all licenses, permissions and consents, required to enter into and to perform its obligations under this Agreement; (b) there are no actions, suits or proceedings pending or to the best of its knowledge threatened against it before any court, tribunal or governmental body, agency or authority which may adversely affect its ability to perform its obligations hereunder; and (c) it will not enter into any agreement inconsistent with the terms of this Agreement and will comply with all applicable laws and regulations with respect to the performance of its obligations under this Agreement.

11.2 Service Warranties. SPORTLOGiQ hereby warrants to Customer that:

(a) it will provide the Service in accordance with Good Industry Practice and will take all reasonable steps to ensure the accuracy and timely provision of the Service and the Data to Customer in accordance with the terms hereof; and

(b) the use by the Customer of the Service and the Data strictly in accordance with the terms of this Agreement will not infringe any Intellectual Property Right of any third party, except where the Customer has not obtained a license, right or consent required by a third party in accordance with Section 3.4.

11.3 General Warranty Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICE AND THE DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE SERVICE; AND/OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR DATA TRANSMITTED TO OR FROM LICENSOR VIA THE SERVICE OR THE DELIVERY METHOD. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET ANY OR ALL OF CUSTOMER’S PARTICULAR REQUIREMENTS OR THAT THE SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED. Licensor DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

11.4 Internet Connectivity Disclaimer. Licensor makes the Service available for access via the Internet. Customer shall provide, at Customer’s own expense, all necessary hardware, applications and Internet connectivity necessary to access the Service over the Internet. Customer shall ensure that Customer’s computer equipment and an internet connection meets the minimum specifications published by Licensor in the Documentation and updated from time to time on the Licensor’s website, and Customer shall periodically update Customer’s computer equipment and/or Internet connection to meet such minimum specifications. Customer hereby acknowledges that the Service may be interrupted due to: (a) website downtime for scheduled maintenance at Licensor’s sole discretion, or (b) interruptions in Internet connectivity or other website downtime caused by circumstances beyond Licensor’s control, including, without limitation a Force Majeure Event. Customer hereby acknowledges and agrees that Licensor shall not, in any way, be liable for, or have responsibility with respect to, any such interruptions in the Service and hereby releases Licensor from any claims relating thereto.

12. Indemnities

12.1 Customer Indemnity. Customer shall defend Licensor against any claim, demand, suit or proceeding made or brought against Licensor by a third party alleging that Video Content, or Customer’s or Licensor’s use of any Video Content or Data, infringes or misappropriates such third party’s intellectual property rights or violates applicable law, and will indemnify Licensor from any damages, legal fees and costs finally awarded against Licensor as a result of, or for any amounts paid by Licensor under a court-approved settlement of, such a claim, provided Licensor: (a) promptly gives Customer written notice of the claim, (b) gives Customer sole control of the defense and settlement of the claim (except that Customer may not settle any claim unless it unconditionally releases Licensor of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.

12.2 SPORTLOGiQ Indemnity. SPORTLOGiQ shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and shall indemnify Customer for any damages, legal fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, such a claim, provided Customer: (a) promptly gives SPORTLOGiQ written notice of such claim, (b) gives SPORTLOGiQ sole control of the defense and settlement of the claim, and (c) provides SPORTLOGiQ with all reasonable assistance, at SPORTLOGiQ’s expense. In the event of a claim, or if SPORTLOGiQ reasonably believes the Service may infringe or misappropriate, SPORTLOGiQ may in its discretion and at no cost to Customer: (i) upon reasonable notice to Customer, modify the Service so that they no longer infringe or misappropriate, without breaching SPORTLOGiQ’s warranties hereunder, (ii) obtain a license for Customer’s continued use of the Service in accordance with this Agreement, or (iii) terminate the provision of all or part of the Service upon 30 days’ written notice and refund to Customer any prepaid Subscription Fees for the remainder of the then-current Subscription Term. SPORTLOGiQ shall not have any obligation under the foregoing indemnity to the extent that the claim is caused by: (x) Customer having not obtained a third party license, right or consent pursuant to, or the Customer is in breach of its warranty in, Section 3.4 hereof; (y) use by the Customer of third party products or services in conjunction with the Service; or (z) Customer’s negligence, willful act, or omission. The foregoing states Customer’s sole and exclusive remedy, and SPORTLOGiQ’s exclusive obligations and liabilities relating to a claim which gives rise to an obligation by SPORTLOGiQ to indemnify Customer under this Section 12.2.

13. Limitation of Liability

13.1 Exclusion of Indirect and Consequential Damages. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).

13.2 Limitation of Liability. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

13.3 Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO: (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) INDEMNIFICATION CLAIMS, (III) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.

13.4 Application of Exclusions and Limitations. The foregoing limitations and exclusions of liability shall apply even if a party had been advised of the possibility of any such costs, losses or damages or knew or ought to have known of such costs, losses or damages and shall apply regardless of whether the action arose in contract, including, without limitation, from a fundamental breach, or breach of a condition, fundamental term or warranty, or in tort (including, without limitation negligence) or otherwise. The foregoing provisions limiting the liability of Licensor and Customer shall also apply to their respective officers, directors, employees, and agents as trust provisions for the benefit of such officers, directors, employees, and agents and shall be enforceable by such persons as trust beneficiaries.

14. Term

14.1 Term. The term of the Professional Services engagement and the Service Subscription commences on the start date specified in the relevant Order Form and continues for the Subscription Term specified therein unless terminated earlier, as provide for in this Agreement.

14.2 Termination. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Termination of this Agreement will be without prejudice to any rights or liabilities of either party which have accrued prior to such termination. The parties agree that this Agreement cannot be terminated by Customer other than pursuant to this section 14.2 and the parties hereby waive any other termination rights they may have by law or otherwise.

14.3 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 14.2, Licensor will refund Customer any prepaid Subscription Fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Licensor in accordance with Section 14.2, Customer will pay to Licensor any unpaid Subscription Fees covering the remainder of the Subscription Term. In no event will termination for any reason by Customer relieve Customer of its obligation to pay any Fees payable to Licensor (including all other costs for which Licensor has the right to reimbursement) for the period prior to the effective date of termination.

14.4 Video Content Deletion. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Licensor will make the Video Content available to Customer for export or download as provided in the Documentation. After such 30-day period, Licensor will have no obligation to maintain or provide any Video Content, and may thereafter delete or destroy all copies of Video Content in its systems or otherwise in its possession or control as provided in the Documentation, unless legally prohibited

14.5 Suspension of Access to Service. In addition to any termination rights of Licensor pursuant to this Agreement, extraordinary circumstances may require Licensor to suspend or terminate, as determined in SPORTLOGiQ’s sole discretion, Customer’s access to and/or use of, or otherwise modify, the Service in order to: (a) prevent material damages to, or material degradation of the integrity of, Licensor’s or its Internet provider’s Internet network; or (b) comply with any law, regulation, court order, or other governmental order. Licensor will notify Customer of such suspension or termination as far in advance of such suspension or termination as reasonably possible, and if such advance notice is not possible, then as soon as possible after such suspension or termination has been initiated. In the event of a suspension, Licensor will limit such suspension to that which is minimally required and will promptly restore Customer’s access to the Service as soon as the event giving rise to the suspension has been addressed (including by Customer agreeing to accept the risks associated with such suspension) or resolved. Unless caused by a breach of this Agreement by Customer: (i) all Subscription Fees related to the Subscription or other suspended services shall be waived for the duration of the suspension and any such waived Subscription Fees which have been pre-paid shall be refunded to Customer; and (ii) in the event of a termination in connection with this Section 14.4, Customer shall receive a refund of any and all prepaid Subscription Fees applicable to the remainder of the then-current Subscription Term.

14.6 In the event of termination, the Customer shall immediately discontinue all use of the Services.

15. Export Restrictions; US Government Licenses

Customer acknowledges and agrees that the Software and related information are subject to export and import restrictions under the regulations of Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer hereby represents and warrants that Customer is not located in, under the control of, and is not a national or resident of, any country to which the export of the Software or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. Customer also represents and warrants that Customer is not an individual to whom the export of the Software or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. Customer shall comply with the export laws and regulations of Canada and the United States that are applicable to the Software and related information and Customer shall comply with any local laws and/or regulations in Customer’s jurisdiction that may impact Customer’s right to export, import, or use the Software or related information, and Customer represents and warrants that Customer has complied with any such applicable laws and/or regulations. The Software shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Software or related information. Notwithstanding any agreement with a third-party or any provision of law, regulation or policy, if Customer is an agency of the government of the United States of America, then Customer’s rights in respect of the Software and Documentation shall not exceed the rights provided under this Agreement, unless expressly agreed upon by Licensor in a written agreement between Customer and Licensor and signed by the Chief Executive Officer of Licensor.

16. Assignment

SPORTLOGiQ may assign this Agreement in its entirety (including all applicable Order Forms), without consent of the Customer: (a) to an affiliate, (b) by way of security to any bank or other financial institution providing any credit or similar facility to SPORTLOGiQ (or any SPORTLOGiQ Affiliate), or (c) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of SPORTLOGiQ. Any attempt by Customer to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. If the Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of SPORTLOGiQ, then SPORTLOGiQ may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

17. General

17.1 Waiver. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

17.2 Unenforceable Provisions. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and this Agreement shall be reformed only to the extent necessary to make it enforceable under such circumstances.

17.3 Governing Law. This Agreement shall be governed by the laws of the Province of Quebec, without regard to its conflict of law principles. The courts located the City of Montreal in the Province of Quebec shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

17.4 Entire Agreement, Conflict of Terms. This Agreement is the entire agreement between Customer and Licensor in respect to the subject matter hereof, superseding any other agreements or discussions, oral or written, and may not be modified or altered except by a written agreement between the parties. In the event that there is any conflict or inconsistency between the terms and conditions of an Order Form and those of these Terms of Service, the terms and conditions of these Terms of Service shall control and govern the rights and obligations of the parties.

17.5 Purchase Orders etc. Except for Order Forms accepted by SPORTLOGiQ, these Terms of Service shall prevail over any pre-printed terms on any quotes, orders, purchase orders, or purchase order acknowledgements, and shall prevail over any other communications between the parties in relation to the Service and Documentation, and the Service and Documentation shall be deemed to be licensed pursuant to the terms and conditions of this Agreement.

17.6 Remedies. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

17.7 Language. The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d’information seulement et ne crée aucun lien contractuel entre les parties.

17.8 Signature, Counterparts and Delivery. Each Order Form may be signed electronically, including through DocuSign and similar applications. Each Order Form may be signed in any number of counterparts (including counterparts by scanned or electronic signature) and each counterpart will be deemed an original; taken together, and all counterparts will be deemed to constitute one and the same instrument. Delivery of a printed counterpart (whether or not the counterpart was signed electronically) or electronic delivery (including by email transmission or transmission over an electronic signature platform) of an executed counterpart of this Agreement are each as valid, enforceable and binding as if the signatures were upon the same instrument and delivered in person.

End of Terms of Service