GotSport Contract General Terms and Conditions

Version 2.1

Last Modified: July 21, 2026

These GotSport Customer General Terms and Conditions (the “Terms”) govern your organization’s access and use of the GotSport Software and Services, provided that in the event of any conflict or inconsistency between these Terms and the terms of any specific GotSport Software as a Service Agreement (an “Agreement”) between your organization and GotSoccer, these Terms shall control unless the Agreement expressly states that a specific provision is intended to supersede a specific Section of these Terms.  “You,” “your,” “your organization,” and “Customer” mean the Customer, customer, or organization agreeing to or accepting these Terms. “We,” “our,” and “GotSoccer” mean GotSoccer, LLC, a Delaware limited liability company that is providing the GotSport Software and Services.

1. Definitions.

             1.1       “Account Administrator” means all individuals Customer designates to have administrative rights to its account within the GotSport Software.

            1.2       “API” means an application programming interface, a set of definitions and protocols for building and integrating application software.

            1.3       “Authorized User” means all individuals whom an Account Administrator authorizes to access and use the GotSport Software for the purposes of your Agreement or these Terms. Authorized Users may include, for example, your employees, coaches, and team managers.

           1.4        “Confidential Information” means all information disclosed by a party (the “Discloser”) to the other party (the “Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is: (a) already known to or otherwise in possession of the Recipient at the time of receipt from Discloser and which was not so known or received in violation of any confidentiality obligation; (b) publicly available or otherwise in the public domain before disclosure by the Recipient; (c) rightfully obtained by the Recipient from any third party without restriction and without breach of any confidentiality obligation by such third-party;  (d) the Recipient can demonstrate by written or other documentary records were independently developed by the Recipient without reference to or use of any Confidential Information; or (e) End User Content, which shall be governed exclusively by Section 5 (Data Management and Security).  Confidential Information includes the GotSport Software Intellectual Property Rights and the Customer’s pricing terms.

           1.5       “Customer Data” means all information, data, and other content, in any form or medium, that is collected, downloaded, processed, or otherwise received, directly or indirectly, from an Account Administrator, or Authorized User, by or through the use of the GotSport Software, excluding End User Content.

            1.6       “Documentation” means any documentation that is generally provided with the GotSport Software, as revised by GotSoccer from time to time, and which may include user manuals, operating instructions, installation guides, release notes, and online help files regarding the use of the GotSport Software.

            1.7       “Effective Date” means the date of your Agreement, the date you agree to these Terms, or the date of your first active use of the GotSport Software, whichever comes earlier.

            1.8       “End User” means any team, participant, registrant, or other end-user authorized by you to register its sports participants and events through the GotSport Software.

            1.9       “End User Content” means any content, data, or materials—including personally identifiable information (PII) or other sensitive data—generated, uploaded, submitted, or otherwise provided to the GotSport Software by any person (including Customer Account Administrators, Authorized Users, or End Users) that is intended to be associated with or attributed to an End User account or profile, including but not limited to photos, videos, comments, match reports, or other user-generated content.

           1.10      “Feedback” means all suggestions, feature requests, comments, or other feedback regarding the GotSport Software, including possible enhancements or modifications thereto.

           1.11      “GotSport Software” means the GotSport software platform and services used for sports program management and registration.

           1.12      “GotSport Software and Services” means any online training and support to assist with using the GotSport Software.

           1.13    “Intellectual Property Rights” means any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database, software source code, software features, software graphical user interfaces, moral rights, or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world.

           1.14    “Member Organization” means any sports organization sanctioned by or affiliated with the Customer.

            1.15    “Minimum Software Fee” means the per-registration fee that ensures a GotSport Software Fee is paid for each registration processed through an activated module, even when the End User is not charged, or no payment transaction occurs. It equals the per-registration fee set forth in your Agreement or, if your Agreement does not specify one or you have no Agreement with us, the following default amounts: $4.00 per program registration; $10.00 per team registration for League Management; and $20.00 per team registration for Tournament/Event Management. The default amounts apply only in the absence of a fee specified in your Agreement and do not increase or replace pricing negotiated in your Agreement. The Minimum Software Fee is payable by the Customer.

           1.16     “Seasonal Year” means a soccer seasonal year beginning on August 1 and ending on July 31 of the following calendar year.

            1.17     “Term” means the term set forth in your Agreement, or if no specific term is provided, these Terms shall continue indefinitely until terminated by GotSoccer pursuant to Section 3.2 (Termination for Convenience).

            1.18     “Tryout Registration” means a registration processed through the GotSport Software for a tryout, evaluation, or similar pre-registration assessment that Customer offers to the End User free of charge.

2.  Use of the GotSport Software and Services.

          2.1.    Access and Use of GotSport Software and Services. During the Term of your Agreement and these Terms, GotSoccer will provide a limited, non-exclusive, non-assignable right to online access and use of the applicable GotSport Software modules solely for your internal use and subject to these Terms.  Customer’s activation of a module obligates Customer to process all registrations of the corresponding type through that module, consistent with Section 2.12, and to ensure the applicable GotSport Software Fee is paid for each such registration in accordance with Section 2.11.1, whether that fee is charged to the End User or billed to Customer under your Agreement.

          2.2.    Restrictions on Use of GotSport Software and Services. Your Agreement does not grant you: (a) any right to reproduce, modify, distribute, or publicly display or perform the GotSport Software and Services, or (b) any other right to the GotSport Software and Services not specifically set forth therein. You agree that you will not use the GotSport Software and Services for, or on behalf of, third parties that are not authorized to use the GotSport Software pursuant to your Agreement.  You shall not directly, indirectly, alone, or with a third party: (c) allow unauthorized third parties to access or exploit the GotSport Software and Services; (d) provide GotSport Software system passwords or other log-in information to any unauthorized third party; (e) share non-public GotSport Software features or content with any unauthorized third party; (f) commercially exploit or access the GotSport Software to build a competitive product or service; (g) bypass, circumvent, or breach any security device, protection measure, or access control system of the GotSport Software; or (h) authorize any person or third party to do any of the foregoing.

          2.3.    Prohibited Material. You agree not to use or permit any use of the GotSport Software and Services other than for the express purpose of your Agreement, including uploading, emailing, posting, publishing, or otherwise transmitting any services-generated email, material, or third-party content unrelated to the purpose of your Agreement (collectively “Prohibited Material”), including without limitation any Prohibited Material that may: (a) menace or harass any person or cause damage or injury to any person or property; (b) involve the publication of any material that it knows to be false, defamatory, harassing, obscene, or violate privacy rights; (c) constitute unsolicited bulk e-mail, “junk mail,” “spam” or chain letters; (d) constitute an infringement of intellectual property or other proprietary rights; (e) contain viruses, worms, time-bombs, Trojan horses or other harmful or malicious code; or (f) otherwise violate applicable laws, ordinances or regulations.  GotSoccer reserves the right, but has no obligation, to take remedial action if any of your Prohibited Material violates the foregoing restrictions, including removing or disabling access to such Prohibited Material.

   2.4.     Code of Conduct. You agree not to use the GotSport Software and Services in any way that violates our “Code of Conduct,” including in a manner that:

• Imposes an unreasonable or disproportionately large load on the GotSport Software infrastructure, interferes or disrupts the GotSport Software or the networks connected thereto, or otherwise restricts or inhibits any other user from using and enjoying the GotSport Software.
• Encourages conduct that is unlawful, threatening, abusive, bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent, or otherwise deemed objectionable by GotSoccer.
• Constitutes, advocates, or encourages conduct that would constitute or give rise to a criminal offense, civil liability, or other violation of any local, state, national, or international law.
• Violates, plagiarizes, or infringes the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity, or any other proprietary right, or reveals confidential information or trade secrets in an unauthorized manner.
• Contains any virus, Trojan horse, worm, time bomb, cancelbot, or other similar harmful or deleterious programming routine.
• Harms or attempts to harm minors or any other person.
• Contains any information, software, or other material of a commercial nature unrelated to the purpose of these Terms or your Agreement.
• Contains advertising, promotions, spam, or commercial solicitations of any kind unrelated to the purpose of these Terms or your Agreement.
• Constitutes or contains false or misleading indications of origin or statements of fact.
• Pretends to be anyone or any entity you are not or otherwise misrepresents your affiliation with another person or entity.
• Uses the GotSport Software for any commercial purpose unrelated to the purpose of these Terms or your Agreement without the express written permission of GotSoccer.
• Uses any software, data mining, web scraping, robot, spider, or other automated device, process, or means to access the GotSport Software for any purpose not expressly authorized in writing by GotSoccer, including monitoring or copying any of the materials in the GotSport Software.
• Uses any manual process to monitor or copy the materials in the GotSport Software or for any other purpose not expressly authorized in these Terms of Use without the express written permission of GotSoccer.
• Embeds content from the GotSport Software on another website, mobile application, or system without the express written permission of GotSoccer.
• Uses any device, software, or routine that interferes with the proper working of the GotSport Software.
• Attempts to gain unauthorized access to, interfere with, damage, or disrupt any parts of the GotSport Software, the server(s) on which the GotSport Software are stored, or any server, computer, or database connected to the GotSport Software.
• Attacks the GotSport Software via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise, attempts to interfere with the proper working of the GotSport Software.

Any violation of the provisions of the Code of Conduct may result in consequences, including, but not limited to, temporary or permanent suspension of your account, deletion of your content, and/or legal action. GotSoccer reserves the right to determine the appropriate consequences based on the severity and frequency of the violation.

           2.5.    Account Administrator. You shall designate one or more persons who will act as Account Administrator/Primary Contact (the “Account Administrator”) concerning your account, expressly authorized as your agent to manage your account and serve as your primary point of contact for day-to-day communications.  If an Account Administrator is unavailable or is unable to fulfill their duties, you agree to designate a replacement Account Administrator promptly. At all times during the duration of these Terms, you will ensure that there is at least one Account Administrator designated for your account. You agree and understand that each Account Administrator will be provided with certain administrative privileges concerning your account that other users will not have, including, without limitation, configuring administration settings, assigning access and use authorization for Authorized Users, requesting different or additional services, managing templates, executing approved campaigns and events, assisting in third-party product integrations, authorizing End Users, and accepting notices, disclosures, and terms of service.  The Account Administrator, in the context of your internal operations, shall be solely responsible for authorizing, issuing, and deauthorizing Authorized Users, administering security profiles of Authorized Users, and inputting data regarding the Authorized Users.  You agree to conduct regular reviews, at least annually, of the list of Account Administrators and Authorized Users to ensure that access rights are current and appropriate to each user’s role and responsibilities. You shall promptly modify access rights as necessary, including in response to personnel changes or changes in job functions.

          2.6.    Use of GotSport Software by Account Administrators and Authorized Users. You may allow your Account Administrators and Authorized Users to use the GotSport Software and Services solely for the purpose described in your Agreement or these Terms.  You are responsible for all acts and failures of your Account Administrators and Authorized Users and for their compliance with these Terms.  You will promptly terminate the login credentials of any Account Administrator or Authorized User who: (a) ceases to be engaged by you as an employee, agent, or independent contractor; (b) you no longer wish to have access to the GotSport Software and Services for any reason; or (c) you know or reasonably believe is causing you to breach any provision of your Agreement, these Terms, or is in any way misusing the GotSport Software and Services.  GotSoccer shall have no responsibility or liability for any damage or loss caused by your failure to deauthorize an Account Administrator or Authorized User or for any act or failure to act by an Account Administrator or Authorized User, and you agree to hold GotSoccer harmless for the same.

           2.7.    Usernames and Passwords. A unique email address and username shall identify each Account Administrator or Authorized User, and two or more natural persons may not use the GotSport Software under the same user. You are responsible for maintaining: (a) the confidentiality of all usernames and passwords of Account Administrators and Authorized Users used to access the GotSport Software; (b) managing Account Administrators and Authorized Users’ access to your account; and (c) the actions of the Account Administrators and Authorized Users, and their compliance with your Agreement and these Terms.

          2.8.    Maintenance of GotSport Software and Services.  GotSoccer reserves the right, in its sole discretion, to make any changes to the GotSport Software and Services that it deems necessary or useful to (a) maintain or enhance (i) the quality or delivery of the GotSport Software and Services to its customers; (ii) the competitive strength of or market for the GotSport Software and Services; (iii) the GotSport Software and Services’ cost efficiency or performance; or (b) to comply with applicable law.

           2.9.    Feedback License. You hereby grant GotSoccer a non-exclusive, irrevocable, worldwide license to use any Feedback Customer communicates to GotSoccer during the term of your Agreement, without compensation, without any obligation to report on such use, and without any other restriction, provided that such use does not infringe upon your intellectual property rights or disclose your confidential information.   GotSoccer’s rights granted in the previous sentence include, without limitation, the right to use Feedback to enhance or modify the GotSport Software.  Notwithstanding Section 7 (Confidential Information), Feedback will not be considered your Confidential Information or trade secret.

          2.10.     Publicity.  During the duration of these Terms, each party hereby grants the other party a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the other’s approved logos in connection with customer-facing marketing materials and as necessary to perform any other obligations set forth herein.  You agree that GotSoccer may promote the use of the GotSport Software to your Member Organizations and the general public and use your logos for such purpose.  You agree that GotSoccer may publicly use the term “Official Software provider to (Customer name)” or other similar language mutually agreed upon by the parties and use your logo for such purpose.  You agree to promote GotSoccer as the “Official Software Provider to (Name),” or other similar language mutually agreed upon by the parties, on your website and use GotSoccer’s logo for such purpose.

          2.11.     Payment of GotSport Software Fees. In the event your GotSport Software and Services Agreement provides for GotSport Software Fees payable by your End Users, you agree that if your End Users fail to pay any such GotSport Software Fee, GotSoccer will invoice you for such fees, and all amounts due shall be paid within thirty days following receipt of such invoice. You acknowledge and agree that GotSport Software Fees compensate GotSoccer for Customer’s access to and use of the activated GotSport Software modules, independent of whether Customer elects to charge its End Users.  If payment is not received within the period set forth above, GotSoccer may suspend access to the GotSport Software and Services until payment is received.  GotSoccer will make reasonable efforts to provide you with notice before suspending access to the GotSport Software and Services due to non-payment, but reserves the right to suspend service immediately in cases of repeated late payment or other material breaches.

                      2.11.1.  Tryout Registrations. As a courtesy, GotSoccer does not charge a GotSport Software Fee on Tryout Registrations, on the understanding that Customer processes the associated player and program registrations through the GotSport Software. If Customer uses Tryout Registrations without processing the associated paid registrations through the GotSport Software (whether by processing those registrations on a competing platform or by not processing them through the GotSport Software at all), GotSoccer reserves the right to charge the Minimum Software Fee for each such Tryout Registration, which GotSoccer will invoice to Customer, and such use may also constitute a breach of Section 2.12 (Exclusivity Restrictions).

                    2.11.2.  Minimum Software Fee.  For each registration that is not a Tryout Registration, the applicable GotSport Software Fee applies on a per-registration basis, whether or not the End User is charged or a payment transaction occurs.  The amount of the fee is (a) the amount set forth in your Agreement, whether default or custom pricing, or (b) if your Agreement does not specify a fee, or you have no Agreement with us, the Minimum Software Fee.

If your Agreement charges the GotSport Software Fee to the End User, that fee is collected from the End User. Where no fee is collected for a registration because it is free or the End User is not charged, Customer is responsible for the Minimum Software Fee for that registration. As a further courtesy, GotSoccer will not charge the Minimum Software Fee on such a free registration where Customer otherwise processes its associated paid registrations through the GotSport Software, and reserves the right to charge it only where Customer processes those associated paid registrations on a competing platform or does not process them through the GotSport Software at all, as described in Section 2.11.1 for Tryout Registrations.

If your Agreement bills fees to Customer, Customer pays the applicable fee for each registration directly.

Nothing in this Section increases or overrides the pricing set forth in your Agreement. The parties agree that the Minimum Software Fee reflects the value of platform access and a reasonable estimate of GotSoccer’s cost of providing the module, and not a penalty.

3. Term and Termination. 

          3.1.      Term. Unless otherwise set forth in your Agreement, the duration of these Terms shall begin upon the Effective Date and shall continue until terminated in accordance with this Section 3 (Term and Termination).

          3.2       Termination for Convenience. GotSoccer may terminate these Terms or your access to the GotSport Software and Services for convenience upon thirty (30) days’ prior written notice to you.

          3.3       Termination for Cause. Either party may terminate these Terms effective immediately upon written notice to the other party if: (a) the other party materially breaches any provision of these Terms or your Agreement, and such breach remains uncured for thirty (30) days following written notice of such breach; or (b) the other party (i) makes an assignment for the benefit of creditors; (ii) files or has filed against it a petition in bankruptcy or an insolvency proceeding that is not dismissed within thirty (30) days of filing; (iii) admits in writing its inability to pay its debts as they become due; (iv) is adjudicated bankrupt or insolvent; or (v) commences dissolution or liquidation proceedings.

          3.4       Effect of Termination. Upon termination or expiration of these Terms for any reason:

                        (a) all rights granted to you under these Terms will immediately cease;

                        (b) You shall immediately cease all use of the GotSport Software and Services;

                        (c) each party shall comply with its obligations under Section 7.3 (Return and Retention of Rights) regarding Confidential Information;

                       (d) GotSoccer shall, upon your written request made within thirty (30) days after the effective date of termination, provide you with a reasonable opportunity to download or otherwise retrieve your Customer Data in a standard format, after which GotSoccer may delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control unless legally prohibited from doing so; and

                      (e) All outstanding payment obligations shall become immediately due and payable.

           3.5       Survival. Any provision of these Terms that contemplates or governs performance or observance after termination or expiration will survive the expiration or termination of these Terms for any reason, including as set forth in Section 11.19 (Survival).

4. Third-Party Products and Services.

          4.1.    Third-Party Products. GotSoccer may make available from time to time through an API or other similar portal or integration with the GotSport Software, third-party products and services, which may include, for example, payment processing, background check services, and SafeSport services (a “Third-Party Product”). However, GotSoccer is not responsible for any disruption or issue with the GotSport Software caused by Third-Party Products.  Any acquisition by you of such Third-Party Product, and any contract or exchange of data between you and such Third-Party Product provider, is solely between you and the applicable Third-Party Product provider, and you agree that GotSoccer shall have no liability for such Third-Party Product.  Customer expressly agrees to comply with all terms and conditions, privacy policies, and other agreements imposed by the Third-Party Product provider (“Third-Party Terms“). Customer acknowledges that continued access to and use of any Third-Party Product may be contingent upon Customer’s compliance with Third-Party Terms. Customer shall promptly notify GotSoccer of any actual or suspected violation of Third-Party Terms that may affect the GotSport Software or GotSoccer. GotSoccer reserves the right to suspend or terminate Customer’s access to any Third-Party Product integration if GotSoccer reasonably believes Customer has violated or may violate any Third-Party Terms. Customer shall defend, indemnify, and hold harmless GotSoccer against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Customer’s use of any Third-Party Product or Customer’s violation of any Third-Party Terms.

          4.2.    Payment Processing. If you accept payments within the GotSport Software, your credit and debit card payment processing (the “Payment Processing”) will be facilitated directly by you with a third-party payment processing provider authorized by GotSoccer and integrated with the GotSport Software via an API or other similar gateway service (the “Payment Processor”). You agree and understand that GotSoccer is not a merchant bank or payment processor and that GotSoccer is not responsible for any issues or disputes arising from using the third-party payment processor.  Customer represents and warrants that it shall comply with all applicable payment card industry data security standards (“PCI DSS”), anti-money laundering laws, and other financial regulations applicable to payment processing. Customer acknowledges that failure to comply with such standards and regulations may result in fines, penalties, or other liabilities for which Customer shall be solely responsible.  As to such Payment Processing, the parties agree as follows:

                     4.2.1.     GotSoccer is responsible for the technical maintenance of the integration between the Payment Processor’s API or other similar gateway service with the GotSport Software, but not for any issues or disputes between you and the Payment Processor arising from using Payment Processing.

                     4.2.2.     Your Payment Processing activities facilitated through the GotSport Software are solely between you and such Payment Processor.  You are responsible for entering into a merchant agreement (a “Merchant Agreement”) with the Payment Processor, registering and maintaining an account with the Payment Processor (a “Merchant Account”), and complying with all agreements, terms of use, or other terms and conditions between you and the Payment Processor.  You agree and understand that: (a) GotSoccer does not control the payment processing rates between you and Payment Processor; (b) the Payment Processor is not an agent, employee, or subcontractor of GotSoccer;  (c) GotSoccer does not control, and is not liable for, processing of payments or failure to process payments for you by the Payment Processor; (d) GotSoccer does not control, and is not liable for, for the payment methods made available by the Payment Processor to Customer; and (e) GotSoccer does not control, and is not liable for, any hold of funds by the Payment Processor.  Customer further agrees and understands that: (f) Customer is solely responsible for ensuring its use of Payment Processing complies with all applicable laws, regulations, and Payment Processor requirements; (g) Customer shall promptly notify GotSoccer of any security breach, data compromise, or other incident that may affect the integrity or security of the payment integration; (h) GotSoccer may suspend or terminate the Payment Processing integration if Customer fails to maintain compliance with Payment Processor requirements or applicable laws; (i) Customer shall defend, indemnify, and hold harmless GotSoccer against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Customer’s Payment Processing activities, including but not limited to claims related to fraud, chargebacks, data breaches, or regulatory non-compliance; and (j) Customer shall not use the Payment Processing integration for any high-risk, illegal, or prohibited activities as defined by the Payment Processor or applicable law.

                        4.2.3    You shall provide the necessary information the Payment Processor requires to establish your Merchant Account.  You warrant that you will not knowingly misrepresent or conceal any material fact relating to your business and will adhere to and comply with all the terms of the Merchant Agreement with Payment Processor.  Customer represents and warrants that: (a) all information provided to the Payment Processor is and will remain accurate, complete, and up-to-date; (b) Customer will promptly update such information if it changes; (c) Customer has all necessary rights, licenses, and authorizations to engage in the payment processing activities it conducts through the GotSport Software; (d) Customer will maintain appropriate security measures to protect payment information and prevent unauthorized access; and (e) Customer will comply with all applicable data protection, privacy, and security laws and regulations in connection with its payment processing activities. Customer acknowledges that failure to maintain accurate information or comply with Payment Processor requirements may result in suspension or termination of the payment processing integration, for which GotSoccer shall have no liability.

                       4.2.4.     To the extent applicable, you authorize GotSoccer to store, process, and transmit Customer Data to the Payment Processor as necessary to facilitate payment processing between you and your End Users.

                       4.2.5.     You are solely responsible for any disputes with Payment Processors, or your End Users as the case may be, related to or in connection with a payment processing, including, but not limited to (a) chargebacks; (b) refunds; (c) products or services not received; (d) return of, delayed delivery of, or cancellation of products, services, or events; (e) canceled transactions; (f) duplicate transactions or charges; (g) electronic debits and credits involving bank accounts, debit cards, and credit cards; (h) the amount of time to complete payment processing; (i) the fees and processing rates between you and Payment Processor; and (j) any hold on your account with the Payment Processor.  You further agree and understand that GotSoccer is not liable for any dispute between the Payment Processor and you or your End Users, and you hereby agree to hold GotSoccer harmless in such disputes.

                       4.2.6.    Customer acknowledges that GotSoccer’s payment processing features, including but not limited to surcharge functionality, are provided as software tools only. GotSoccer does not provide legal advice regarding the implementation or compliance of payment processing practices.  Customer is solely responsible for: (a) Compliance with all applicable federal, state, and local laws; (b) Obtaining necessary legal counsel regarding payment processing practices; (c) Proper implementation of surcharge programs in accordance with applicable law; and (d) Any penalties, fines, or damages resulting from non-compliance.  GotSoccer disclaims all liability for Customer’s use of payment processing features and any resulting legal consequences.

          4.3. Third-Party Product Representations and Warranties. In addition to any other representations and warranties contained in this Agreement, Customer represents and warrants with respect to all Third-Party Products and Payment Processing that: (a) Customer has conducted appropriate due diligence on all Third-Party Products it uses in connection with the GotSport Software; (b) Customer will use Third-Party Products only for their intended and lawful purposes; (c) Customer will not use Third-Party Products in any manner that could damage, disable, overburden, or impair the GotSport Software or interfere with any other party’s use of the GotSport Software; (d) Customer will ensure that its use of Third-Party Products complies with all applicable laws, regulations, and industry standards; and (e) Customer will immediately discontinue use of any Third-Party Product that presents a security risk, violates applicable law, or compromises the integrity of the GotSport Software. Customer acknowledges that GotSoccer may modify, suspend, or discontinue any Third-Party Product integration at any time for any reason, including but not limited to changes made by the Third-Party Product provider, security concerns, or legal or regulatory requirements.

5. Data Management and Security.

          5.1.    Ownership and Use of Data.

                     5.1.1.  Use of Customer Data. During the duration of these Terms, you grant to GotSoccer a limited license to reproduce and otherwise manage Customer Data to fulfill the purposes of your Agreement, these Terms, and pursuant to GotSoccer’s then-current Privacy Policy located at gotsport.com.

                     5.1.2. Ownership of Customer Data. GotSoccer acknowledges that, as between the parties, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Notwithstanding the foregoing, GotSoccer shall have the right to: (a) create, use, sell, license, distribute and commercialize anonymized and/or aggregated data derived from Customer Data that does not identify any individual, team, or organization for any business purpose, including but not limited to improving the GotSport Software and Services, developing new products or services, generating industry benchmarks or statistics, and creating commercial data products; and (b) retain all right, title, and interest in any analytics, insights, or other derivative works created by GotSoccer based on Customer Data, provided such derivative works do not contain identifiable Customer Data.

                    5.1.3.  Ownership and Use of End User Content. End User Content is owned by the End User to whom it is attributed or associated. GotSoccer may use, process, store, or display End User Content solely as necessary to: (a) provide the GotSport Software and Services; (b) enforce these Terms; (c) comply with applicable law or legal process; (d) as otherwise expressly authorized by the End User (or, for an End User under 18, the End User’s parent or legal guardian) in the End User Terms of Service and/or GotSoccer’s Privacy Policy, including any name, image, and likeness release for promotional use of End User Content, in each case subject to the End User’s privacy and visibility settings; or (e) through other means of consent.

          5.2.    Data Accuracy and Consent. You represent and warrant that: (a) you have obtained all necessary rights, releases, and permissions to provide the Customer Data and End User Content to GotSoccer and to grant the rights to GotSoccer in your Agreement and these Terms related to the use of such Customer Data for purposes of providing the GotSport Software and Services; (b) Customer Data and End User Content, and its transfer to and use by GotSoccer as authorized by you under your Agreement and these Terms, do not violate any laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity; (c) any use, collection and disclosure authorized herein are not inconsistent with the terms of any applicable privacy policies; and (d) you have provided all required notices to and obtained all necessary consents from End Users regarding the collection, use, and processing of End User Content, as required by applicable law (including but not limited to the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and the General Data Protection Regulation (GDPR). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all Customer Data.

          5.3.    Children’s Privacy. If any Customer Data or End User Content provided by you and uploaded, stored, processed, or integrated into the GotSport Software relates to children under the age of thirteen (13) (“Child Data”), you represent and warrant that before providing such Child Data to GotSoccer, you have obtained and will maintain verifiable parental consent in compliance with the Children’s Online Privacy Protection Act (COPPA) and other applicable laws to use, collect, and disclose the Child Data as provided herein.  You shall provide copies of such consents to GotSoccer upon request.  If any parent or guardian withdraws such consent to use the Child Data, you shall notify GotSoccer of such withdrawal of consent.

                     5.3.1    COPPA Compliance Records. Customer shall maintain complete and accurate records relating to its compliance with COPPA and Section 5.3 (Children’s Privacy) for a period of at least three (3) years or longer if required by applicable law. Such records shall include, at a minimum: (a) copies of all verifiable parental consent mechanisms used by Customer; (b) records of consent obtained, including dates and methods of consent; (c) records of consent withdrawals and actions taken in response; (d) copies of privacy notices provided to parents; (e) documentation of age verification processes; and (f) any communications with parents regarding Child Data. Upon GotSoccer’s reasonable request, Customer shall provide such records within ten (10) business days. Customer acknowledges that failure to maintain or provide such records may be deemed evidence of non-compliance with COPPA and Section 5.3 (Children’s Privacy).

                    5.3.2. Suspension for COPPA Non-Compliance. If Customer fails to remedy material COPPA non-compliance within fifteen (15) days of written notice from GotSoccer, or if GotSoccer reasonably determines that Customer’s non-compliance poses a significant risk of violating COPPA or exposing GotSoccer to regulatory liability, GotSoccer may suspend Customer’s access to the GotSport Software until such non-compliance is remedied.  GotSoccer shall provide the Customer with written notice of such suspension and the specific non-compliance issues that must be remedied to restore access.  During any such suspension, Customer shall remain responsible for all fees incurred under the Agreement.  To restore access, Customer must: (a) provide written certification that all COPPA non-compliance issues have been remedied; (b) provide documentation demonstrating such remediation; and (c) if requested by GotSoccer, participate in a compliance review to verify remediation. GotSoccer shall restore access promptly upon confirmation that all non-compliance issues have been adequately addressed.

          5.4.    Security.  GotSoccer will maintain reasonable and appropriate administrative, physical, and technical safeguards to prevent unauthorized access to, use of, or disclosure of (a) any Confidential Information provided as part of the GotSport Software and Services; (b) Customer Data and End User Content; and (c) any other protected information as defined by applicable laws and regulations. You agree and understand that the use of the GotSport Software Services necessarily involves the transmission of Customer Data and End User Content over networks that are not owned, operated, or controlled by GotSoccer, and GotSoccer shall not be responsible for any Customer Data or End User Content lost, altered, intercepted, or stored across such networks.  You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that you assume such risks in accessing and using the GotSport Software.

          5.5.    Required Disclosure. Notwithstanding the provisions above of this Section 5 (Data Management and Security), GotSoccer may disclose Customer Data as required by applicable law or by proper legal or governmental authority.  GotSoccer shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure at Customer’s expense.

          5.6.    Statutory Special Terms. The parties recognize and agree that in certain circumstances, End User Content may be governed by statutory privacy laws.  If GotSoccer receives a “right to know,” “deletion,” “right to be forgotten,” or similar request related to End User Content pursuant to any applicable statutory privacy laws, GotSoccer may respond in accordance with applicable law. Nothing in this Agreement precludes GotSoccer from asserting rights or defenses it may have under applicable law related to such requests.

          5.7.    Suspension of Service Due to Security Threat. You agree to notify GotSoccer immediately of any unauthorized access or use of your usernames, passwords, or any other threat to the security of the GotSport Software or your account.  GotSoccer has the right at any time to suspend access to the GotSport Software if GotSoccer believes in good faith that such suspension is necessary to preserve the security, integrity, or accessibility of the GotSport Software.  In such an event, GotSoccer shall make reasonable efforts to provide you with notice of such suspected threat before any suspension, but reserves the right to suspend access immediately in its sole discretion  GotSoccer and Customer shall mutually cooperate to confirm and resolve the threat with the goals of minimizing the impact of any such suspension of service to Customer, protecting the GotSport Software from such security risk, and reestablishing access to the GotSport Software as expeditiously as possible.

6.     Intellectual Property.

              6.1       Ownership of GotSport Software.  You acknowledge that the GotSport Software and Services are software-as-a-service, and no license has been created for the GotSport Software.  You further acknowledge that GotSoccer is not obligated to provide copies of the GotSport Software and will not ship copies of it as part of its services.  It is understood and agreed that GotSoccer is the sole and exclusive owner of all rights, titles, and interests in its GotSport Software, including all Intellectual Property Rights.  The GotSport Software, online access to the GotSport Software, all copies of the GotSport Software, Documentation, related contents, and all rights therein are owned by GotSoccer and are protected by applicable copyright, patent, trade secret, and other intellectual property laws.  All rights not expressly granted to Customer in this Agreement are reserved to GotSoccer.  You agree that you will not, yourself (or through any parent, subsidiary, affiliate, agent, or third party), sell, lease, license, sublicense, encumber, reverse engineer, decompile, disassemble, create derivative works from, or attempt to discover the source code or underlying ideas or algorithms of the GotSport Software.  You agree that you may not use, copy, modify, or distribute the GotSport Software (electronically or otherwise) or any copy, adaptation, transcription, or merged portion thereof, except as provided herein or otherwise expressly authorized by GotSoccer.  You agree to make every reasonable effort to prevent unauthorized third parties from accessing the GotSport Software. The obligations of this Section 6.1 (Ownership of GotSport Software) will survive termination or expiration of this Agreement.

              6.2       Trademarks.  Each party grants to the other a non-exclusive, non-transferable, royalty-free license to use its trademarks and domains solely as necessary to fulfill the obligations of this Agreement and only during the Term. Each party shall use the other’s trademarks in accordance with any reasonable trademark usage guidelines provided in writing and shall promptly cease any use upon written request. Neither party shall challenge or assist others in challenging the validity or ownership of the other party’s trademarks.

7.    Confidentiality.  

          7.1.     Protection of Confidential Information.  Both parties acknowledge and agree to protect and maintain the strictest confidentiality and discretion with respect to any Confidential Information of the other party, as defined in Section 1.4.  Each party shall take all reasonable measures and precautions necessary for the protection of Confidential Information and shall protect it with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Each party shall limit access to such Confidential Information strictly to those employees, agents, or contractors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.  Neither party shall disclose the other’s Confidential Information to any third party except as expressly permitted by this Agreement, with the prior written consent of the other party, or as required by law, regulation, or court order (provided that, to the extent legally permitted, the disclosing party gives prompt written notice to the other party and cooperates in any efforts to seek a protective order or otherwise limit disclosure).  Upon termination or expiration of this Agreement, each party shall, at the request of the other, return or destroy all Confidential Information of the other party in its possession or control.  If either party becomes aware of any unauthorized disclosure or use of the other party’s Confidential Information, it shall promptly notify the other party and cooperate in any remediation efforts.  Each party acknowledges that any breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

          7.2.    Survival.     The obligations of Section 7.1 (Protection of Confidential Information) above will survive the termination or expiration of these Terms or your Agreement.

          7.3.     Return and Retention of Rights. Upon termination or expiration of an Agreement or these Terms for any reason, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof. However, the provisions above of this Section 7.3 (Return and Retention of Rights) do not apply to Confidential Information to the extent incorporated into the GotSport Software or deliverables.  Section 7 (Confidentiality) does not transfer ownership of Confidential Information. Discloser retains all rights, titles, and interests in and to all Confidential Information.

8.     Indemnification.

          8.1.    Indemnification by GotSoccer. Subject to the conditions in Section 8.3 and the limitation of liability in Section 9.1, if a third party makes a claim against Customer that the GotSport Software, as delivered by GotSoccer and used by Customer in accordance with these Terms, the applicable Agreement, and GotSoccer’s then current Documentation, infringes any United States patent, copyright, or trademark, GotSoccer shall defend, indemnify, and hold harmless Customer and its directors, officers, and employees against the claim at GotSoccer’s expense and GotSoccer shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) finally awarded against such parties, or agreed to in a written settlement agreement that has been approved in advance by GotSoccer, to the extent caused by such claim.

GotSoccer shall have no obligation to indemnify, defend, or hold harmless Customer for any claim to the extent arising from or related to: (a) modifications to the GotSport Software made by or on behalf of Customer without GotSoccer’s prior written approval; (b) the combination, integration, or use of the GotSport Software with equipment, devices, software, systems, or data not supplied or approved in writing by GotSoccer, where such claim arises from or is contributed to by such combination, integration, or use; (c) Customer’s use of the GotSport Software outside of the scope of rights granted under these Terms, the applicable Agreement, applicable laws, or contrary to GotSoccer’s then-current Documentation or written instructions; (d) Customer’s actual or constructive knowledge of the asserted intellectual property right prior to the Effective Date or, if the applicable GotSport Software feature was first used after the Effective Date, prior to that first use; or (e) Customer’s failure or refusal to implement a modification, replacement, or workaround that GotSoccer has offered in writing to address or resolve the asserted claim.

If the GotSport Software becomes, or in GotSoccer’s reasonable judgment is likely to become, the subject of a claim under this Section 8.1, GotSoccer may, at its sole option and expense: (i) procure for Customer the right to continue using the GotSport Software as contemplated by these Terms; (ii) modify the GotSport Software so that it is no longer infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s access to the affected portion of the GotSport Software upon written notice and refund any prepaid, unused fees allocable to the period following such termination.

The provisions of this Section 8.1 state the sole and exclusive obligations and liability of GotSoccer for any claim of intellectual property infringement arising out of or relating to the GotSport Software and are in lieu of any implied warranties of non-infringement, all of which are expressly disclaimed.

          8.2.    Indemnification by Customer. In the event that a third party makes a claim against GotSoccer arising out of or related to your alleged or actual use of, misuse of, or failure to use the GotSport Software, including without limitation: (a) claims that any Customer Data or use of Customer Data or End User Content provided by Customer infringes or misappropriates such third-party’s Intellectual Property Rights; (b) claims related to unauthorized disclosure or exposure of Customer Data or End User Content by Customer but only to the extent such unauthorized disclosure or exposure results from the negligence of Customer; (c) claims related to infringement or violation of any third party’s Intellectual Property Rights by written material, images, logos or other content uploaded to the Customer’s website or GotSport Software by Customer, or its End Users, including without limitation Customer Data or End User Content;  (d) claims based on Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (e) claims arising from or related to Customer’s use of any Third-Party Product or Payment Processing, including but not limited to claims related to Customer’s violation of Third-Party Terms, non-compliance with applicable laws or regulations, payment disputes, chargebacks, data breaches, or security incidents; and (f) claims that use of the GotSport Software by Customer harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising,  then you shall defend, indemnify and hold harmless GotSoccer and its directors, officers and employees against the claim at your expense, and you shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement to the extent arising from the claim.

          8.3.    Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim; (b) give the other party sole control of the defense of the claim with counsel of the indemnifying party’s choice reasonably satisfactory to the indemnified party; and (c) provide (at the indemnified party’s expense for out-of-pocket expenses) the assistance, information, and authority reasonably requested by the indemnifying party in the defense and settlement of the claim.  The indemnifying party shall not consent to the entry of any judgment with respect to the claim or enter into a settlement without the prior consent of the indemnified party (not to be unreasonably withheld or delayed) that does not include a provision whereby the plaintiff or claimant in the matter releases the indemnified party from all liability with respect to the claim.  A party’s indemnification obligation pursuant to this Agreement includes payment of reasonable attorneys ‘ fees and court costs.

9.    Limitation of Liability and Exclusion of Damages.

             9.1.      Limitation of Liability.  GOTSOCCER’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO GOTSOCCER BY CUSTOMER FOR THE SOFTWARE AND SERVICES HEREIN IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE THE LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

           9.2       Exclusion of Consequential and Similar Damages.  IN NO EVENT WILL GOTSOCCER BE LIABLE FOR ANY LOST PROFITS, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY SECTIONS 9.1 (LIMITATION OF LIABILITY) AND SECTION 9.2 (EXCLUSION OF CONSEQUENTIAL AND SIMILAR DAMAGES) APPLY TO THE BENEFIT OF GOTSOCCER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD-PARTY CONTRACTORS, AS WELL AS (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF GOTSOCCER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF CUSTOMER’S REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT GOTSOCCER HAS BASED ITS PRICING ON AND ENTERED INTO YOUR AGREEMENT AND THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITIES IN SECTION 9.1, THE EXCLUSION OF CONSEQUENTIAL AND SIMILAR DAMAGES IN THIS SECTION 9.2, AND THE DISCLAIMER OF WARRANTIES IN SECTION 10, AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IF APPLICABLE LAW LIMITS THE APPLICATION OF ANY PROVISION LISTED IN THE PRECEDING SENTENCE, GOTSOCCER’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

10.    Limited Warranty and Disclaimer of Warranties.  

          10.1.    Limited Warranty. GOTSOCCER WARRANTS THAT IT WILL PROVIDE THE GOTSPORT SOFTWARE AND SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER AND MATERIAL CONFORMANCE TO ANY DOCUMENTATION.  THE CUSTOMER’S ONLY REMEDY IN THE EVENT OF BREACH OF THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF THE SOFTWARE AND SERVICES AT NO CHARGE.  THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY THE CUSTOMER’S FAILURE TO ADHERE TO INSTRUCTIONS OR CAUSED BY EVENTS BEYOND GOTSOCCER’S REASONABLE CONTROL.

          10.2.    Disclaimer of Warranties. GOTSOCCER DOES NOT GUARANTEE THAT THE GOTSPORT SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.  YOU ACKNOWLEDGE THAT GOTSOCCER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE GOTSPORT SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.  EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE IN SECTION 10.1 (WARRANTY), GOTSOCCER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. GOTSOCCER PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THIRD-PARTY PRODUCTS, AND GOTSOCCER WILL NOT BE LIABLE FOR ANY FAILURE OF ANY THIRD-PARTY PRODUCT TO FUNCTION AS EXPECTED OR INTENDED.

11.    General Terms.

          11.1.    Mutual Representations. Each party represents and warrants that it has all requisite power, authority, and approvals to enter, execute, and deliver these Terms and that they constitute a valid and binding contract.

          11.2.    Independent Contractors. The parties have the status of independent contractors, and neither the Agreement nor the parties’ conduct will be deemed to place the parties in any other relationship.  Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

          11.3.    Venue.  Any claim arising out of or related to this Agreement, including, without limitation, claims related to the parties’ negotiations and inducements to enter into this Agreement, shall be resolved exclusively by a non-jury trial in the state or federal courts in and for Duval County, Florida. Each party hereby consents to such courts’ exclusive jurisdiction and venue and waives any objection to such jurisdiction and venue.

          11.4.  Choice of Law. This Agreement shall be governed solely by the laws of the State of Florida without reference to (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United States Convention on Contracts for the International Sales of Goods; or (c) other international laws.

          11.5.    Equitable Relief. The parties acknowledge and agree that it will be difficult to measure in money damages the injury resulting from the failure to comply with the obligations or restrictions imposed by Sections 2.2 (Restrictions on Use of GotSport Software and Service), 6 (Intellectual Property), and 7 (Confidentiality) of these Terms and that in the event of such failure, the non-breaching party will suffer irreparable injury and will not have an adequate remedy at law or for money damages.  Therefore, in the event of a breach or threatened breach of these sections, the breaching party agrees and consents to the issuance of an injunction or the enforcement of other equitable remedies against the breaching party and its successors or assigns, without the obligation of posting any bond or security, to compel specific performance of the terms of this Agreement, and the breaching party waives any defenses that damages are an adequate remedy at law.  Notwithstanding the foregoing, the non-breaching party may also pursue legal remedies deemed to be appropriate in the event of a breach of this Agreement, including seeking monetary damages.

          11.6.    Waiver of Jury Trials and Class Actions. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION COUNTERCLAIMS REGARDING SUCH DISPUTES, CLAIMS RELATED TO THE PARTIES’ NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE WAIVER IN THE PRECEDING SENTENCE APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY. NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PROCEEDING UNDER CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY (COLLECTIVELY, “THIS AGREEMENT’S CLAIMS”). THIS AGREEMENT’S CLAIMS INCLUDE, WITHOUT LIMITATION, COUNTERCLAIMS, CLAIMS RELATED TO THE PARTIES’ NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE PROCEEDINGS EXCLUDED ABOVE IN THIS SECTION 11.6 (WAIVER OF JURY TRIALS AND CLASS ACTIONS) INCLUDE, WITHOUT LIMITATION, CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.

          11.7.    Attorneys’ Fees. In the event of any litigation or other legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorneys’ fees and all costs of proceedings incurred in enforcing this Agreement.

          11.8.    Notices.  Any notice required or permitted to be given under this Agreement will be in writing and will be delivered by (a) personal delivery or (b) by overnight, express mail, or certified mail with return receipt to the other party at the address listed below or at such other address as a party may from time to time designate in a notice to the other party. A notice delivered personally or by overnight or express mail shall be deemed received on the day of such delivery.

               For GotSoccer:  

               GotSoccer, LLC

               Attn: Legal Department

               1529 Third Street South

               Jacksonville Beach, Florida 32250

               For Customer:  At the address designated in the Customer’s Agreement or within its GotSport Account.

          11.9.    Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Terms to the extent caused by hurricanes, earthquakes, epidemics, pandemics, other acts of God or nature, strikes, or other labor disputes, riots or other acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders, cybersecurity incidents not resulting from a party’s negligence, or other causes beyond the performing party’s reasonable control (each a “Force Majeure Event.”) The affected party shall use commercially reasonable efforts to notify the other party within five business days after becoming aware of the Force Majeure Event.  The affected party shall use diligent efforts to end the failure or delay, minimize the effects of such Force Majeure Event, and resume the performance of its obligations as soon as reasonably practicable after removal of the cause.

          11.10.    Technology Export. You shall not: (a) permit any third party to access or use the GotSport Software in violation of any U.S. law or regulation, or (b) export the Software or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Software in, or export the GotSport Software to, a country subject to a United States embargo (including but not limited to the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, and Syria, or any other country subject to U.S. trade restrictions from time to time).

          11.11.    Compliance with Laws. Each party shall comply with all applicable local, state, national, and foreign laws concerning its use of the GotSport Software and Services herein.

          11.12.    Assignment.  You may not assign, delegate, or otherwise transfer any of your rights, duties, or obligations (including in connection with a change of control or corporate reorganization) without the prior written consent of GotSoccer.  GotSoccer may assign, delegate, or otherwise transfer any of our rights, duties, or obligations in whole or in part to an affiliate or any entity that succeeds to all or substantially all of the assets or business associated with your Agreement.   Any assignment, delegation, or other transfer contravening this Section 11.12 (Assignment) is void.

          11.13.    Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

          11.14.    Severability.  To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of your Agreement or these Terms invalid or otherwise unenforceable in any respect. If a provision of your Agreement or these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to achieve its original effect to the maximum extent permitted by applicable law, and the remaining provisions of your Agreement and these Terms will continue in full force and effect.

          11.15.    No Waiver. Neither party will be deemed to have waived any of its rights under your Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.  No waiver of a breach of your Agreement will constitute a waiver of any other breach.

          11.16.  Order of Precedence. In the event of any conflict or inconsistency among the documents comprising the contractual relationship between Customer and GotSoccer, the following order of precedence shall apply (with earlier-listed documents controlling over later-listed documents): (a) These General Terms and Conditions; (b) The main body of Customer’s Agreement; (c) Any schedules, exhibits, or attachments to Customer’s Agreement.  No provision in Customer’s Agreement or any attachment thereto shall be construed to amend or supersede these Terms unless it specifically states its intent to supersede a particular Section of these Terms under a clause or section entitled “Amendment to General Terms and Conditions” and cites the specific Section superseded.

          11.17.    Construction.  The parties agree that these Terms result from negotiations between them and that the Terms will not be construed in favor of or against either party because of authorship.

          11.18.    Headings.  The headings contained in these Terms are for convenience only and shall not affect the meaning or interpretation.

          11.19.    Survival.  The following provisions of these Terms will survive termination or expiration of these Terms: Any GotSport Software fee payment obligations, Section 5 (Data Management and Security), Section 6 (Intellectual Property), Section 7 (Confidentiality); Section 8 (Indemnification), Section 9 (Limitation of Liability and Exclusion of Consequential and Similar Damages), Section 10 (Limited Warranty and Disclaimer of Warranties), and Section 11 (General Terms).

          11.20.    Amendments.  We may modify these Terms from time to time by posting the updated Terms at https://home.gotsport.com/gotsport-terms-and-conditions/. We will exercise this right in good faith. Except as provided below for a Material Change, modified Terms become effective ten (10) days after posting (the “Amendment Effective Date“), your continued use of the GotSport Software and Services after the Amendment Effective Date constitutes your acceptance of the modified Terms, and you are responsible for reviewing the Terms as posted.  A “Material Change” means a modification that materially and adversely changes your rights or obligations, including any change to the fees or fee structure, the length or renewal terms of the Term, or the exclusivity, limitation-of-liability, indemnification, or dispute-resolution provisions. A Material Change will not take effect as to you during the thirty (30) days after the Amendment Effective Date. A Material Change becomes binding on you unless, within that thirty (30)-day period, you notify us in writing that you object to it. If you timely object, that Material Change will not apply to you, and the Terms otherwise applicable to you will continue in effect without that change until your Agreement is renewed, extended, or replaced, at which point the then-current Terms will apply. Your objection does not terminate, suspend, or otherwise modify your Agreement or these Terms and does not limit our rights under Section 3, including our right to terminate for convenience under Section 3.2.

          11.21    Consent to Electronic Communications.  You hereby consent to receive electronic communications from us, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.  These electronic communications may include notices about applicable fees, transactional information, and other information concerning or related to the GotSport Software and Services.  You hereby waive all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.