ABOUT TENNIS FAIRPLAY

0984167 B.C. Ltd., doing business as Tennis FairPlay, uses proprietary technology to assess, profile, rate and analyse tennis players and to establish, facilitate and build tennis playing networks and communities.

1. Agreement to be Bound

This Agreement is between 0984167 B.C. Ltd., doing business as Tennis FairPlay and its agents, representatives, employees and assigns (“Tennis FairPlay”) and you the user, your agents, representatives, employees, signatories, directors and officers (the “Member” or “Members”).

If “Member” is younger than the age of majority in the jurisdiction in which the Member resides or where www.tennisfairplay.com is accessed, the definition of “Member” is expanded to include the Member’s parent(s) or legal guardian(s), who consents to these terms and conditions on behalf of the Member and who guarantees and indemnifies Tennis FairPlay for the Member’s obligations contained herein.

BY USING OR SUBSCRIBING TO THE WEBSITE AND SERVICES AS DEFINED IN THIS AGREEMENT, YOU THE MEMBER IRREVOCABLY AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THOSE TERMS, CONDITIONS, WARRANTIES AND OBLIGATIONS THAT MAY SURVIVE BEYOND THE TERMINATION OF SUBSCRIPTION SERVICES.

2. Description of Services

Tennis FairPlay provides various technical, mechanical and social rating, review, feedback and profiling systems. Tennis FairPlay also provides social networking features including commenting, messaging, profile and review sharing, match setting and other online and sport related services. Tennis FairPlay provides community, event, group, league, product, sponsorship, advertising and other forms of information, services and products. Tennis FairPlay may deliver these services as its sole discretion, in whole or in part, to individuals and groups. Collectively, whether in whole or in part, these services are referred to as the “Services”.

3. Payment for Services

Tennis FairPlay reserves the right to charge Member for Services and to convert or transition free services to paid Services at any point in time. In the event that a previously free Service becomes a paid Service, TennisFairPlay may make future or ongoing access to the Service conditional upon Member paying for Services.

4. LICENSE

Tennis FairPlay grants the Member a single non-transferable, non-sublicenseable, non-assignable, limited and non-exclusive license to use TennisFairPlay services upon the condition that the Member agrees to be bound by the terms and conditions contained in this Agreement. Tennis FairPlay reserves the right to terminate this license at any time with or without cause.

Member grants an enduring, non-exclusive and worldwide license to Tennis FairPlay to use, duplicate, sell, resell, sublicense, aggregate, analyze and share with third parties all information, images and media uploaded or created by or about Member, including personal information that is provided by Member or any other person (“Member Licensed Content”).

5. NO AGENCY WITH SPONSORS, AFFILIATES AND THIRD PARTIES

Tennis FairPlay and Member agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between Tennis FairPlay and any sponsor, affiliate, retailer, reseller, event, person or organization unless explicitly created and communicated to Member in writing. Tennis FairPlay does not warrant, guarantee, or make any representations to Member and explicitly disclaims any and all warranties, guarantees or representations that may be created or implied by operation of statute, legislation, regulation, advertisement or communication by any sponsor, affiliate, retailer, reseller, event, person or organization unless otherwise confirmed and communicated in writing by Tennis FairPlay.

6. OWNERSHIP

6.1 TENNIS FAIRPLAY PROPERTY

Tennis FairPlay retains all rights of ownership in the technology, services, design, layout, interface, proprietary systems, algorithms, player analysis technologies, information and all related or dependent systems or technologies, including all copyrights, trademarks, trade secrets and other intellectual property related to operation, development, aggregation, sale, resale, implementation and usage of the Services.

6.2 OPTION TO OWN MEMBER LICENSED CONTENT

The Member hereby and forever grants Tennis FairPlay an option to duplicate and take ownership of a copy of the Member Licensed Content or any part thereof at any point in time, and without notice or payment of additional consideration to Member. It is agreed and acknowledge by the parties that Tennis FairPlay may use, duplicate, sell, resell, aggregate, analyze and share Member Licensed Content with third parties.

6.3 MEDIA USAGE AND RIGHTS

Member Licensed Content includes all photographs, videos, performances and other forms of media uploaded, transferred or otherwise linked to Tennis FairPlay. Member warrants that Member has obtained all necessary permissions, rights and waivers required to publish, license and transfer ownership of Member Licensed Content and waives all moral rights in Member Licensed Content. Member also grants to Tennis FairPlay the right to use, license and assign the right to use Member’s likeness, image or performance in Member Licensed Content or any other content uploaded or posted to www.tennisfairplay.com.

7. STANDARDS OR CONDUCT AND WAIVER OF DEFAMATION

Member must not make, post or communicate in any matter whatsoever any defamatory, threatening, insulting, abusive or sexual content about, or in response to, any person, party, activity, organization or the Services. Member must adhere to the standards or conduct, moderation and other policies included in this Agreement or as otherwise posted or communicated on www.tennisfairplay.com.

Member agrees and acknowledges that the Services provide and publish potentially sensitive personal information about Member, including player ratings and social feedback that may result in Member’s standing and reputation being diminished, damaged or otherwise harmed on www.tennisfairplay.com, online communities, social networks, non-electronic communities and in any other community, organization or relationship, whether known or unknown. MEMBER UNDERSTANDS THAT THESE RISKS ARE INHERENT AND FUNDAMENTAL TO THE OPERATION OF THE SERVICES AND MEMBER FOREVER DISCLAIMS, RELEASES, INDEMNIFIES AND SAVES HARMLESS TENNIS FAIRPLAY FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, RELATED TO DEFAMATION, SLANDER, LIBEL OR OTHER LOSS, WHETHER ECONOMIC OR OTHERWISE.

8. Upgrading or Downgrading Subscribed Services

If the Member upgrades paid Services to a higher priced tier, plan or range of Services, Tennis FairPlay may charge the Member a pro-rata amount being the difference in cost prior to the next billing cycle.

If the Member downgrades paid Services to a less expensive or free Services, the change in price will be reflected in the amount payable for the next billing period. No refunds will be issued for downgrades within the current billing period.

9. Cancellation of Services by Member

The Member may cancel the Member’s account at any time by following the steps outlined at www.tennisfairplay.com or as instructed by customer service personnel. Tennis FairPlay will not provide the Member with any pro-rata refund if the Member cancels paid Services prior to the end of the current billing cycle.

10. Termination of Services by TENNIS FAIRPLAY

Tennis FairPlay may terminate any free Services at any time. Tennis FairPlay may terminate any paid Service to which the Member subscribes upon expiry of the current billing period or upon any other breach of this Agreement, including any explicit or implied obligation to pay for Services. No refunds will be issued for any unused portion of paid or subscribed services within the current billing cycle.

11. Confidentiality & Non-Disclosure

11.1 Confidential Information

The parties to this Agreement will not use any confidential information obtained from the other party for its own benefit or for any purpose other than as intended by the parties under this Agreement. The parties further agree that neither will use the Services or any confidential information of the other to compete with the other party in its business, nor provide confidential information to any third party.

11.2 Disclosure

Subject to the terms of this Agreement, neither party will use any of the other party’s confidential information for any purpose except to fulfill its respective obligations under this Agreement, and shall not disclose confidential information to any person except to its representatives who need to know the information for purposes of this Agreement or the Services, or except where disclosure is required or authorized by law or requested or required by administrative process or proceeding or governmental/regulatory authority (including any self-regulatory organization having jurisdiction or claiming to have jurisdiction over the receiving party)(”Legal Process“), or with prior written consent of the other party.

In the event that a party is legally compelled under Legal Process, through whatever means, to provide access to confidential information, then the disclosing party undertakes, to the extent legally permissible, to provide the other party with notice of such an event as promptly as is reasonably practicable, so as to afford the other party the opportunity to limit, monitor, control or prevent the disclosure, unless the disclosing party is requested during an inspection, investigation or examination, or is otherwise prohibited by law, from providing notice to the other party. The Member is responsible for all costs associated with any legally compelled disclosure. Nothing in this Agreement shall cause a party to fail to honor or comply with any Legal Process on a timely basis.

11.3 Privacy of Information.

For information on how Member information is collected, used and disclosed by Tennis FairPlay, please refer to Privacy Policy available at www.tennisfairplay.com.

Notwithstanding the Privacy Policy, by accepting the terms of this Agreement, Member is deemed to have consented to the use and disclosure of Member information, including personal information as defined by relevant privacy legislation, for any purpose related to the Services or as authorized under this Agreement, including the dissemination of player rankings, scores, profiles, comments and participation in Tennis FairPlay Services, including the use of this information in the delivery of Services and for marketing and promotional purposes.

11.4 Marketing.

Member grants Tennis FairPlay the right to refer to Member, Member Licensed Content and any references to Member, whether direct, indirect or implied, in the delivery of Services, marketing materials, case studies and in any publications or mediums, including those of partners, affiliates, sponsors and other related parties.

12. Taxes

Tennis FairPlay is not responsible for any additional fees, charges, or taxes imposed by Member’s local authorities, state, province, region or country, other than any applicable GST or HST due on fees payable by the Member for Services delivered in Canada, and PST for those services delivered in British Columbia, in which case Tennis FairPlay will collect and remit GST, HST and British Columbia PST to the relevant government authorities.

Any other taxes or fees which may be due or become due in relation to Tennis Fairplay Services, including taxes or fees payable on services or products sold through Tennis FairPlay sponsors, business partners or affiliates must be paid by Member unless Member makes alternate arrangements with the sponsor, business partner or affiliate providing the service or product.

13. Payment Processing

Tennis FairPlay is not responsible for any sensitive, personal or payment related data collected during the processing of payments by Tennis FairPlay, its partners and affiliates. Where Tennis FairPlay engages the services of third party payment processors such as PayPal, the Member may have additional rights and obligations with that payment processor and Tennis FairPlay disclaims any and all responsibility in relation to any third party payment processor and Member acknowledges and agrees that any recourse available to the Member will be solely against the third-party payment processor and the Member will indemnify and save harmless Tennis FairPlay from any and all claims by the Member, third-party payment processor or any other party or government entity in relation to any and all data, payments or transactions processed.

14. RESTRICTIONS ON USE

Member agrees that Member will not, directly or indirectly, in any manner whatsoever:

(a) modify, change, or create derivative works based on the Services or Tennis FairPlay technology, information, rights or designs;

(b) sub- license, rent, lease, loan or distribute the Services;

(d) use or operate the Services for the benefit of any third party in any type of service outsourcing, application service, provider service or service bureau capacity;

(e) reverse engineer, decompile or disassemble the Services or otherwise reduce it to a human perceivable form;

(f) assign, transfer, sell or encumber this Agreement or any rights or obligations hereunder to any third party except as part of the sale or transfer of the Member in its entirety;

(g) use or utilize the Services for any purpose or in any manner other than expressly permitted in this Agreement or that is or are illegal or in violation of any applicable law or rights of any third party;

(h) remove, modify, change, alter, obscure, or cover any copyright, trademark, patent, or other proprietary notice or marking in or on the Services or Tennis FairPlay; or (i) export or transfer or make available the Services or any products or services sold through the Service or Tennis FairPlay to any person or business located in a country that is not permitted by the laws of the jurisdiction governing this agreement or the local laws where the Member is located or domiciled.

15. UPDATES AND SERVICE CONTINUITY

Tennis FairPlay may update, modify or change the Services at any time without the consent of the Member and without warning. In the event that the Services become unavailable, whether due to planned or unplanned upgrades, changes, updates, repairs or for any other reason, including connectivity problems, whether related to Tennis FairPlay or Member connection to internet networks, Member forever waives, indemnifies and saves harmless Tennis FairPlay from claims of any kind, including claims for economic loss, injury, or damage related to loss of Member Licensed Content, loss of access to Services or any other issue or problem related to lack of service continuity.

16. Limited Warranty

TENNIS FAIRPLAY IS COMMITTED TO MAKING COMMERCIALLY REASONABLE EFFORTS TO PROVIDE MEMBER WITH ACCESS TO THE SERVICES AND TO ENSURE A HIGH LEVEL OF SERVICE AVAILABILITY, SECURITY AND REDUNDANCY, SUBJECT TO TENNIS FAIRPLAY’S THIRD PARTY VENDORS’ COOPERATION. NOTWITHSTANDING THE FOREGOING, TEMPORARY UNAVAILABILITY OF THE SERVICES MAY OCCUR AS A RESULT OF SCHEDULED MAINTENANCE, SOFTWARE RELEASES, HARDWARE RELEASES, SECURITY ISSUES OR CONNECTIVITY ISSUES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT MEMBER’S USE OF THE SERVICES IS AT ITS SOLE RISK AND WITHOUT ANY FORM OF RECOURSE OR CONTRIBUTION FROM TENNIS FAIRPLAY. THE SERVICES ARE PROVIDED BY TENNIS FAIRPLAY, AND ACCEPTED BY MEMBER, ON AN "AS IS" AND "AS AVAILABLE" BASIS. TENNIS FAIRPLAY AND ITS SUPPLIERS AND PARTNERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, OR ABOUT THE ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ITS SERVICES, SOFTWARE, OR CONTENT. FURTHER, NOTWITHSTANDING THE FOREGOING, TENNIS FAIRPLAY DOES NOT WARRANT THAT THE SERVICES ARE ERROR FREE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT SUBSCRIBER'S DISCRETION AND RISK AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM TENNIS FAIRPLAY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

17. Release

Member releases Tennis FairPlay from and agrees to defend, indemnify, and hold harmless Tennis FairPlay, its affiliates, officers, directors, employees, agents and partners from and against any claims, actions, suits, demands, proceedings (collectively “Claims”) and damages, liabilities, obligations, costs or expenses, including without limitation, reasonable legal fees (collectively “Damages”), in any way directly or indirectly connected with, arising out of or resulting from Member's: (a) negligent, defamatory or wrongful use of the Services, (b) breach of this Agreement, (c) publishing of Member Licensed Content, (d) Claims originating from other users of the Services or (e) combination of the Services with other products, processes, or material not provided or approved in writing by Tennis FairPlay, whether or not due to any act, error, omission or negligence by Tennis FairPlay or any of its affiliates, officers, directors, employees, agents or others whom it is in law responsible.

18. Limitation of Liability

18.1 No Liability for Loss

Notwithstanding any other provision of this Agreement, or any other related agreements, in no event shall Tennis FairPlay be liable to Member, its clients, or any other party (any of which, a "Person") under or in relation to this Agreement for any Claims or Damages for any special, direct, indirect, incidental, consequential, or punitive damages (including loss of use, loss of production, loss of profits or revenues, loss of markets, economic loss, loss of good will, exemplary loss, anticipated or otherwise), that may be suffered or incurred by any Person, resulting from any matter under or relating to this Agreement or the use of, inability to use or access, or performance of any of the Services, and notwithstanding that such party may have been advised of the possibility of any such Claims or Damages and regardless of whether any of the foregoing is determined to constitute a fundamental breach or failure of essential purpose.

18.2 Limit

Notwithstanding any other provision of this Agreement, the total monetary liability of Tennis FairPlay in respect of all Claims or Damages for any matter relating to the Services, whether in contract or tort or under any other theory of liability, including without limitation for any breach of or default under this Agreement or any misrepresentation, defamation, libel, slander, negligence or gross negligence, in the aggregate, shall not exceed the amount of fees Member has paid to Tennis FairPlay under this Agreement in the three months preceding the Claim. If no fees have been paid by the Member, then this limit shall be zero dollars. This limit is cumulative and the existence of more than one Claim will not enlarge the limit. The parties acknowledge that these limitations of liability and the allocation of risk, including waiver of consequential damages, are an essential element of the bargain between the parties and part of the consideration for the agreed upon prices and fees, and in their absence the prices and fees and this Agreement would be substantially different.

MEMBER EXPLICITLY ACKNOWLEDGES AND AGREES THAT SERVICES PROVIDED TO MEMBER BY TENNIS FAIRPLAY ARE DISCOUNTED AND PROVIDED FOR FREE OR AT A REDUCED RATE BY TENNIS FAIRPLAY AS FULL AND FAIR CONSIDERATION FOR MEMBER ACCEPTING AND AGREEING TO THE TERMS OF WAIVER, RELEASE AND INDEMNIFICATION INCLUDED IN THIS AGREEMENT.

19. Amendments

19.1 Agreement

Tennis FairPlay may amend any provision of these Services Terms & Conditions from time to time, so long as amendments are posted at www.tennisfairplay.com.

19.2 Price Changes

Prices are subject to change and any price changes will take effect on the next billing cycle, whether monthly or annually, upon written Notice to Member of any changes in Prices.

20. Miscellaneous

20.1 Relationship of the Parties

Member acknowledges that Tennis FairPlay, as a service provider, is an independent contractor, and the parties agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither party shall have any authority to act for, bind, make any representations or warranties, or assume any obligation or responsibility, express or implied, on behalf of the other party, except as specifically authorized under this Agreement or by written direction of the other party. Each party is solely responsible for all expenses associated with its performance under this Agreement. Nothing in this Agreement shall restrict in any way the freedom of either party to conduct as it sees fit any other business or activity whatsoever.

20.2 Assignment

This Agreement may not be assigned by the Member without Tennis FairPlay’s prior written consent, which will not be unreasonably withheld, conditioned or delayed.

20.3 Enurement

This Agreement will enure to the benefit of and is binding upon the parties to this Agreement and their respective heirs, executors, administrators, successors and permitted assigns.

20.4 Notices and Communications

All notices and required or provided by way of this Agreement shall be in writing and shall be deemed to have been given when delivered (with proof of successful delivery) via: (i) email, (ii) mail (registered or certified, postage prepaid with receipt requested), (iii) courier, or (iv) personally. With respect to notice via email, each party may rely on notices as if the sender, on behalf of the party, had given them signed and in writing.

20.5 Force Majeure

Neither party will be in default of this Agreement nor be liable in damages nor have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by a Force Majeure; provided that, as a condition to the claim of non-liability, the party whose performance is affected will provide the other party prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

20.6 Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements, correspondence, understandings and discussions, whether written or oral, relative to the subject matter contained herein. Any amendment or variation of this Agreement must be signed and agreed to in writing by an authorized signatory of the Member and Tennis FairPlay.

20.7 Severability and Non-waiver

If any part of this Agreement is found to be invalid, all other parts of this Agreement remain enforceable. Either party's failure to act with respect to a breach or default by the other party does not waive the non-defaulting party's right to act with respect to subsequent or similar breaches or defaults.

20.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws applicable in the Province of British Columbia and the laws of Canada applicable therein, excluding that body of law governing conflict of laws. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court of competent authority in Vancouver, British Columbia. The parties submit to the exclusive jurisdiction of this court. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT.

20.9 Currency

All amounts, Prices and Fees are in United States Dollars (USD), unless otherwise indicated.

20.10 Electronic Signatures and Contracts

Member’s use of the Services includes the ability to enable Member to: (i) electronically enter into agreements via the Tennis FairPlay website, digital signature or email, (ii) make changes to subscribed services, and (iii) make payments electronically.

Terms and Conditions