SPORDEE TERMS OF SERVICE

These Terms of Service for Spordee (the “Spordee App”) constitute a legal agreement and are entered into by and between you and Spordee Inc. ("Spordee," "we," "us," "our"). The following terms and conditions, together with any documents and additional terms they expressly incorporate by reference (referred to collectively as the "Terms"), govern your access to and use of, including any content, functionality and services offered on or through the Spordee App and the Spordee website (referred to collectively as the “Services”).

BY USING THE SERVICES OR BY CLICKING TO ACCEPT THE TERMS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THE TERMS AND OUR PRIVACY POLICY FOUND AT HERE. IF YOU DO NOT AGREE TO THE TERMS AND THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. OUR PRIVACY POLICY, COPYRIGHT POLICY, AND CODE OF CONDUCT ARE INCORPORATED BY REFERENCE INTO THE TERMS.

Our Services are not intended for children under 14 years of age. You must be at least 14 years of age to use the Services. By using the Services, you confirm, represent and warrant that:

If you are between 14 and 18 years old (or the age of majority where you live), you must review these Terms with your parent(s) or guardian(s) and have them agree to these Terms. Parents or guardians assume responsibility for their children’s actions when using our Services.

If you are using the Services on behalf of an organization or company, you affirm that you have the legal authority to bind any such organization or company to these Terms. If you are using the Services on behalf of an organization or company, “you” and “your” mean both you as the end user and that organization or company.

We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review these Terms in order to be aware of any such modifications. Your continued use of the Services shall be your acceptance of these Terms.

The information, material, content, functionality and products on the Services may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services is restricted to users or unavailable at any time or for any period.

You consent to the automatic installation of any available updates and upgrades for the Services.

Subject to your compliance with these Terms, Spordee grants you a limited, non- exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your personal and non-commercial use.

You are not permitted to modify copies of any materials from the Services or delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services. You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services.

You may only use the Services for your personal and non-commercial use. You shall not at any time, directly or indirectly: (i) copy, modify or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) frame or mirror the Services; (vi) bypass any protection used by the Services; (vii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services; (ix) use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law.

Except for the limited rights and licences expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel or otherwise, to you or any third party any intellectual property rights or licence, nor other right, title or interest in or to the Services.

The security of your personal information is very important to us. We use physical, electronic and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure.

The safety and security of your information also depend on you. You are responsible for obtaining your own access to the Services. The Services may require user registration. It is a condition of your use of the Services that all of the information you provide on or through the Services is correct, current and complete. You confirm that your access to all or part of the Services has not been previously terminated or suspended.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services.

Your provision of registration information and any submissions that you make to the Services through any functionality such as applications, chat rooms, e-mail, message boards, private messages, personal or interest group web pages, profiles, forums, bulletin boards, and other such functions (collectively, "Interactive Functions") constitute your consent to all actions that we take with respect to such information consistent with our Privacy Policy, found at here.

Any username, pin code, password or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential. You must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your login details or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your pin code, username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.

The Services are not intended to be a storage platform for your photos, videos and other data. You are responsible for maintaining a copy of any data that you store on the Services. We may set or change storage limits, or prohibit storage of certain content.

By using our Services, you consent to receive messages about our Services, including promotions, your account, your interactions with us, and any pin codes necessary to log in to your account.

You may incur mobile charges when using the Services. You should be aware of the types of charges that you may incur via your mobile service provider before using the Services. We are not responsible for your mobile service charges.

You are prohibited from attempting to, or encouraging anyone else to, circumvent and from violating the security of the Services, including, without limitation:

You understand and agree that the Services and their entire contents, features and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection and arrangement, are owned by Spordee, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Spordee name, the SPORDEE trademark, the Spordee logo and all related names, logos, product and service names, designs, images and slogans are trademarks of Spordee or its affiliates or licensors. You must not use such marks without the prior written permission of Spordee Inc.. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

As a condition of your access and use of the Services, you agree that you may use the Services only for lawful purposes and in accordance with these Terms.

The following content standards apply to any and all content, material and information that you submit, post, publish, display or transmit (collectively, "submit") to the Services or to other users or persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, state, local, and international laws, regulations, and terms of service. Without limiting the foregoing, you warrant and agree that your use of the Services and any User Submissions shall not:

The Services may contain Interactive Functions allowing User Submissions on or through the Services.

None of the User Submissions that you make to the Services will be subject to any confidentiality by Spordee. By providing any User Submission to the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the right to a world-wide, royalty-free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, host, store, cache, adapt, edit, publish, analyze, transmit and otherwise disclose to third parties any such material for any purpose and according to your account settings, and incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral

By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns to the User Submissions and comply with these Terms. You represent and warrant that all User Submissions comply with applicable laws and regulations and the Conditions of Use and User Submissions and Services Content Standards set out in these Terms.

You understand and agree that you, not the Company or Company's parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Submissions that you submit or contribute, and that you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Services.

Spordee has the right, without provision of notice to:

YOU WAIVE AND HOLD HARMLESS SPORDEE AND ITS PARENT, SUBSDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY SPORDEE AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER SPORDEE OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted, and we have no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, subject to applicable laws.

If required by applicable law, these Terms do not exclude or limit our obligation to remove content.

The content on our Services is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Services.

Although we make reasonable efforts to update the information on our Services, we make no representations, warranties or guarantees, whether express or implied, that the content on our Services is accurate, complete or up to date. Your use of the Service is at your own risk, and neither Spordee nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Services.

The Services include content provided by third parties, including from other users and third-party licensors. All statements or opinions expressed in any such third-party content, other than the content provided by Spordee, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion or position of Spordee. Neither Spordee nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

By submitting your personal information and using our Services, you consent to the collection, use, reproduction, hosting, transmission and disclosure of any such user content submissions in compliance with our Privacy Policy, found at here, as we deem necessary for use of the Services and provision of services.

By using the Services, you are consenting to the use of cookies that allow a server to recall previous requests or registration and IP addresses in order to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Services may not function adequately. For more information on this automated information gathering practices, see here.

The Services may include software, content, data, services, or other materials that are owned by third parties (“Third-Party Materials”). We make no representations about any Third-Party Materials that may be accessed from the Services. We have no control over the Third-Party Materials and accept no responsibility for the Third-Party Materials or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such Third-Party Materials. Any breach by you of any such terms and conditions is also a breach of these Terms. Ownership of all intellectual property rights in such Third-Party Materials remains with the respective owners thereof.

Third-Party Materials may include certain social media features that enable you to link or transmit, on your own or using certain Third-Party Materials, certain content from the Services. You may only use these features when they are provided by us and solely with respect to the content identified.

You may link to our Services, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Our Services must not be framed in any way whatsoever. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Conditions of Use and User Submissions and Services Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to stop immediately.

The Spordee App is free to download from a third-party digital distribution platform where the application is made available by us for download (“Distribution Platform”),

Additional terms and conditions may be applicable to parts or features of the Services and are hereby incorporated by reference into these Terms. All additional functionalities or content within the Spordee App that require purchase, including subscriptions, premium content and enhanced services (collectively, “Paid Features”), if any, must be paid in full before access in granted.

To purchase any Paid Feature, you must have an account and be at least 18 years old. If you are under 18, you must review these Terms with you parent(s) and have them agree to these Terms on your behalf.

A valid credit card is required to purchase any Paid Feature. You authorize us or the necessary third party to charge your credit card for the Paid Feature fees at the then- current price. Prices for Paid Features will be displayed within the Spordee App. If you use the Distribution Platform’s payment service, you will complete your payment via that service.

By purchasing a Paid Feature, you grant us or the Distribution Platform permission to use and store your credit card information for purchases, including auto-renewals. You are responsible for paying the cost of the Paid Feature plus any applicable taxes.

Unless required by applicable law or as expressly set forth in these Terms or the applicable Distribution Platform’s terms and conditions, all sales are final. We do not offer credits or refunds for any Paid Feature. If you make a purchase via a Distribution Platform, please contact them in respect of any issues or questions, including returns.

You may cancel your Paid Feature at any time. If you cancel, you will continue to have access to the Paid Feature until the end of your current subscription period.

We reserve the right to cancel or refuse any orders for any reason, at any time. If we cancel your purchase, we or the Distribution Platform may issue a credit to the payment method used for the purchase, or you will not be charged.

The owner of the Services is based in Ontario, Canada. The Services are not intended for use in any jurisdiction where their use is not permitted. You are responsible for compliance with the local laws of your jurisdiction.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

NEITHER SPORDEE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SERVICES OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER SPORDEE NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR DEVICE, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ON ANY WEBSITE LINKED TO THE SERVICES.

THE FOREGOING IN THIS SECTION 18 DOES NOT AFFECT ANY OF YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSIONS PROVIDED FOR IN THIS SECTION 18, THOSE EXCLUSIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCE WILL SPORDEE OR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO: (a) YOUR USE OF OR INABILITY TO USE THE SERVICES; (b) YOUR ACCESS TO OR INABILITY TO ACCESS THE SERVICES; (c) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, IN EACH CASE REGARDLESS OF WHETHER SPORDEE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL SPORDEE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY YOU TO SPORDEE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR THIRTY DOLLARS IN LAWFUL CURRENCY OF CANADA ($30 CAD), WHICHEVER IS LESS.

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Spordee, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or the documents it incorporates by reference; (b) your use of or access to the Services, including, but not limited to, your User Submissions, third-party sites, any use of the Service’s content, services and products other than as expressly authorized in these Terms; (c) your violation of any law or the rights of a third-party, including infringement claims related to your User Submissions; or (d) your negligence or intentional misconduct.

The Services and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Ontario’s International Sales Convention Act, RSO 1990, c I.10 do not apply to this Agreement.

Any action or proceeding arising out of or relating to the Services and under these Terms will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

No failure to exercise or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

You may not assign or otherwise transfer these Terms without the prior written consent of Spordee. Spordee expressly reserves the right to assign or transfer these Terms.

The Terms, our Privacy Policy, our Copyright Policy, and our Code of Conduct constitute the sole and entire agreement between you and Spordee regarding the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms; (b) second, any other documents incorporated herein by reference.

Spordee may give notice to you by a service notification, email, or correspondence sent to your address.

You may give notice to us in writing to Spordee Inc. at admin@spordee.com

Spordee Inc. is responsible for the Services and is located in Canada.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy found at here in the manner set out therein.

Should you become aware of misuse of the Services including libelous or defamatory conduct, you must report it to Spordee at community@spordee.com

All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to community@spordee.com