1 Introduction

1.1 Enterprise Information Systems, Inc. (“EIS“) is the owner of LeagueGM. LeagueGM is an online service that provides Licensed Users with the right to access information provided by participating amateur sporting organizations or leagues and their individual members (“Organization“). The information for an Organization includes league schedules and standings, the contact information of other Licensed Users and referee scheduling and earnings (“Information“).

1.2 You will become a Licensed User of LeagueGM if you accept this Agreement. You will be able to access Information when you become a Licensed User. But your failure to comply with this Agreement may result in immediate termination of your User rights without notice and at the unfettered discretion of EIS.

2 Terms and Conditions

2.1 You understand that LeagueGM is a trademark owned by EIS. You will not use that trademark for any purpose other than identifying the on line service provided by EIS.

2.2 You consent and agree to provide your personal contact information to EIS to enable other Licensed Users to have access to it only through LeagueGM and only for the purpose of organizing or participating in sporting events sponsored by Organizations and for the purpose of communicating with you in connection with the activities of Organizations. You do not consent to any other use of your personal contact information by other Licensed Users, EIS, Organizations, or any other party.

2.3 You will only use the personal contact information of another Licensed User for the reasons and in the manner described in paragraph 2.2 of this Agreement. You will protect all personal contact information of another Licensed User from any disclosure not permitted by this Agreement. You understand that breach of these confidentiality requirements may make you legally and personally liable to the affected Licensed User under contract and/or tort law and, if you reside in Canada, under the Personal Information Protection and Electronic Documents Act, a federal law of Canada, or under equivalent provincial legislation in some provinces. If you reside in the United States, EIS shall comply with any relevant “Fair Information Practice” information privacy or data protection laws in force at US Federal or State level.

2.4 You will not let any other person use LeagueGM unless that person is a Licensed User who has accepted this Agreement.

2.5 You will indemnify and hold harmless EIS, Organizations (including but not restricted to the employees, directors, officers, contractors and volunteers of EIS and Organizations) and other Licensed Users for Loss caused by any breach of this Agreement by you, or of the confidentiality requirements described in paragraphs 2.3 and 2.4 of this Agreement. “Loss” means any and all damages, costs (including legal costs), expenses, penalties, fines, or awards, of any kind whatsoever, whether through settlement, or ordered by a court or by the Office of the Privacy Commissioner of Canada or any other authority or administrative tribunal of competent jurisdiction.

2.6 Your personal contact information remains your property. You may delete your personal contact information at any time you wish by logging in to your LeagueGM account and “writing over” your personal contact information. You may lose your rights of access under this Agreement should you decide to delete your personal contact information.

2.7 Information, including your personal contact information, will be held and safeguarded by EIS, not by any Organization, although it will be made available to members of an Organization who become Licensed Users and who will therefore become personally bound to abide by this Agreement. This information includes messages that may be made available for you to view, and messages that you make available for other users to view. These messages are not private. They can be viewed by a select group of authorized system administrators and an Organization’s power users who are responsible to ensure the orderly operation and proper use of LeagueGM information-sharing and communications capabilies.

2.8 LeagueGM protects Personal Contact Information from unauthorized access by selectively granting Login privileges and information access on a need-to-know basis.

2.9 Licensed Users with privileged roles (such as the REGISTRAR, CONVENER, ADMINISTRATOR and COACH) are responsible to authenticate and grant access to Personal Contact Information on a delegated need-to-know basis (e.g., Team members). You agree and consent to such use of your Personal Contact Information.

2.10 Team rosters, containing name and email of all team members, are not available to the public. Only Licensed Users can see team rosters.

2.11 You agree and consent to the use by EIS, through LeagueGM of your personal contact information for the purpose of advising you of sporting or related events that may be of interest to you. No Organization, Licensed User or other party may use LeagueGM, or any Information derived from LeagueGM, to advise any Organization, Licensed Users, or any other party of data concerning sporting or related events that may be of interest to them. Any organization, Licensed User, or other party interested in sharing such data through LeagueGM in the form of advertisements, banners, WebPages, links embedded within LeagueGM emails, or in any other manner, must do so only through and with the written consent of EIS.

2.12 Unless you provide optional additional consent, EIS will not use your Personal Contact Information to transmit an email with the sole purpose of advertising a commercial product or service to you (direct email advertising). EIS may allow Licensed Users to voluntarily opt-in to receive direct email advertising from LeagueGM advertisers.

2.13 Personal information deemed mandatory by an Organization will be labeled in red.

3 Purchases and Refund Policy

3.1 LeagueGM may offer certain services on LeagueGM for a fee. You must pay online for use of these services(s). If you purchase a service, and then use any part of the service, your fee is non-refundable. If you pay for a service but then do not use it, you may request a refund, WITHIN 30 DAYS, by contacting EIS. Service fees are not refundable after 30 days.

4 Custom Application Development

4.1 EIS may offer custom feature development services to your Organization. Those services may be subject to a separate agreement between EIS and your Organization, but that agreement will have no effect on this agreement.

4.2 Any LeagueGM feature suggested, requested or resulting from a business requirement stated by you, and subsequently developed by EIS, whether with or without your cooperation or consent, becomes the sole intellectual property of EIS.

4.3 As an individual Licensed User, you may voluntarily accept a role in suggesting, requesting, describing, testing, approving or otherwise cooperating with EIS in custom feature development activities. You may come into such a role as a result of an agreement between EIS and your Organization. During the development process, EIS may come to rely upon you for feedback, testing, commenting, approving or other actions that EIS needs you to act upon in a timely manner in accordance with an agreed development schedule. Should you fail to take these actions in a timely manner, EIS may revoke all or a portion of your LeagueGM user permissions, even if you require those permissions to perform other duties for your Organization. EIS may do this only as a means of gaining your cooperation as agreed.

9 Disclaimers, Permissions and Restrictions

9.1 Although EIS attempts to provide accurate Information, names, images, pictures, logos, icons, documents and materials (collectively, the “Contents”) on LeagueGM, it makes no representation, endorsement, or warranty that such Contents are accurate or suitable for any particular purpose. Some portions of the Contents have been prepared with or are based upon information provided by various third parties. Such third-party information may be incomplete or contain inaccuracies and may not have been verified. The Contents may not reflect the most current data. LeagueGM AND ITS CONTENTS ARE PROVIDED ON AN “AS IS” BASIS. USE OF LeagueGM AND ITS CONTENTS ARE PROVIDED WITHOUT ANY REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ACCURACY WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. AS NOTED BELOW, EIS ALSO MAKES NO REPRESENTATIONS, ENDORSEMENTS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY WEBSITE OPERATED BY A THIRD PARTY OR THE ACCURACY OF ANY OF THE INFORMATION PROVIDED THROUGH LeagueGM.

9.2 IN NO EVENT WILL EIS OR ITS SUBSIDIARIES, AFFILIATES, CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING UNDER A CONTRACT, TORT, STATUTE, REGULATION, OR ANY OTHER THEORY OF LIABILITY, ARISING DIRECTLY OR INDIRECTLY OUT OF ANY PARTY’S USE OF LeagueGM OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO LeagueGM OR ANY WEBSITE OPERATED BY ANY THIRD PARTY OR ANY CONTENT OF THIS WEBSITE OR ANY OTHER WEBSITE, EVEN IF EIS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Contents, Information, and personal Contact Information are included in LeagueGM solely for the individual use of Licensed Users. You may not copy (other than a copy for your personal or family use), modify, distribute, transmit, display, perform, reproduce, transfer, resell, or republish any of the Contents, Information or Personal Contact Information of LeagueGM without the prior written consent of EIS in each instance, which may be withheld in its sole discretion. LeagueGM is generally available 24 hours a day, 7 days a week, but EIS makes no representation as to its overall availability. EIS retains the right to make LeagueGM unavailable from time to time for any reason, including scheduled maintenance as well as equipment or software failures. You agree that EIS shall not be liable for, and hereby release EIS from, any damages arising from any interruption, suspension or termination of LeagueGM. Access to, and use of, the restricted areas LeagueGM is through a combination of a User Name and Password. You will be assigned a unique User Name and Password, which will provide entry to the restricted areas of LeagueGM. You have the ability to modify your User Name and Password at any time. No other person is permitted to access these areas using your User Name and Password and you must use your best efforts to keep this data confidential. EIS’s receipt of your User Name and Password shall be deemed your explicit authorization for EIS to rely on and act upon instructions received using your User Name and Password. Any business that may be transacted through your User Name and Password will be attributed to you. You are responsible for providing all equipment necessary to access the Internet and LeagueGM. Your account is NOT transferable and may not be assigned under any circumstances whatsoever.

9.4 You agree to comply with all applicable local, province/state and federal laws, statutes, rules and regulations relating to your use of LeagueGM. EIS is not responsible for the use of any User Name or Password, and you shall be responsible for any damages or liability resulting from another party obtaining your User Name or Password. Your continued use of LeagueGM is subject to termination by EIS in its sole discretion in the event of any unauthorized access to LeagueGM by a person using your User Name or Password. You agree not to tamper in any way with the functionality of LeagueGM. Without limiting the foregoing, you agree not to put any material into LeagueGM which contains any viruses, malware, time bombs, Trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information. The display of the above trademarks or servicemarks within this Website does not grant a license to you to use such marks of any kind whatsoever. Any downloading of material contained in this Website, or of any site to which this Website links, may be a violation of federal trademark and copyright laws. You may not modify and repost LeagueGM content on any other website. You may embed in your website a top-level link (eg customername.leaguegm.com) leading your visitors to LeagueGM.

10 Agreement and Governing Law

10.1 EIS may, at any time, make modifications, changes, and alterations to the Contents of LeagueGM, and may amend this Agreement, without prior notice, which modifications shall be effective immediately upon posting. You are responsible for regularly reviewing the website for changes to the content and this Agreement. You will be advised of any changes to the agreement upon login. Your continued use of LeagueGM following any modifications, changes or alterations shall constitute your acceptance of such modifications, changes or alterations.

10.2 This Agreement is and shall be governed by the laws of the Province of Ontario and the Country of Canada. Any dispute, disagreement, complaint, litigation or issue of any kind whatsoever arising out of or I connection with this Agreement, or the use of LeagueGM, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario or, in the case of the breach of privacy rights, to the Privacy Commissioner of Canada and the Federal Court of Canada, provided, however, that only EIS shall have the right to pursue injunctive relief in such court having jurisdiction over any Licensed User or other party alleged to have or to be misusing EIS intellectual property or alleged to have or to be misusing LeagueGM content, source code, information or personal contact information.

10.3 No waiver by EIS of any right under or term or provision of this Agreement will be deemed a waiver of any other right, term or provision of this Agreement at that time or a waiver of that or any other right, term or provision of this Agreement at any other time.

10.4 This Agreement, and any modifications made thereto by EIS in accordance with paragraph 10.1 of this Agreement, constitutes the entire agreement between the parties.