Effective December 1, 2021; Updated July 18, 2023

In connection with the Subscription Agreement between you (“Organization”, “Data Controller”) and SportsEngine, Inc. a Delaware corporation, having its registered address at 807 Broadway, Minneapolis, MN 55413 (“SportsEngine”, “Data Processor”). SportsEngine is part of NBC Sports Next, a division of NBCUniversal Media, LLC. The terms of this Data Processing Agreement (“DPA”) shall govern the processing of Organization Data by SportsEngine as a data processor or Service Provider.

Unless otherwise agreed and except where the contrary intention is obvious, if there is any conflict between the terms of this DPA and the Subscription Agreement, this DPA shall take precedence.

1.1 DEFINITIONS

“Organization Data” means any Personal Data that relates to the Organization’s Members that SportsEngine processes in relation to SportsEngine’s provision of the SportsEngine Services and that is not SportsEngine Data. For avoidance of doubt, Organization Data does not include SportsEngine Data even if the same data was also collected as Organization Data and any such duplicate data relating to the Organization’s Members that SportsEngine processes in relation to SportsEngine’s provision of the SportsEngine Services remains Organization Data.

“Personal Data” means any information that relates to an individual person and that, alone or in combination with other data, can be used to identify, contact, or precisely locate an individual person, or other information that constitutes “personal data” under applicable Data Protection Legislation.

“SCCs” means, in respect of Personal Data processed by SportsEngine or its relevant Affiliates in: (a) the EEA and/or processing EEA Personal Data, the unchanged, EU Commission-approved version of the standard contractual clauses in Commission Decision 2021/914/EU (as set out in https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN) (“the EU SCCs”); (b) the UK and/or processing NBCUniversal Personal Data to which Privacy Laws of the United Kingdom apply (“UK Personal Data”), the EU SCCs as modified by the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner under s119A(1) of the Data Protection Act 2018 (“UK SCCs”); and (c) Switzerland and/or processing Swiss Personal Data, a version of the EU SCCs that is deemed to be modified as follows: references to “personal data” will be deemed to include references to legal entities (until the revised Federal Act on Data Protection comes into effect) and references to “sensitive data” will be deemed to be references to “sensitive personal data and personality profiles” (“Swiss SCCs”). .

“Data Protection Legislation” all laws relating to the processing of personal data, privacy and security, including, without limitation, the California Consumer Privacy Act, the California Privacy Rights Act, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, the UK Data Protection Act 1998, the UK GDPR, the EU General Data Protection Regulation 2016/679, the EU Privacy and Electronic Communications Directive 2002/58/EC, as implemented in each jurisdiction, and all amendments, or all other applicable or replacement international, regional, state, federal or national data protection laws and regulations.

Terms such as “Business”, “data controller”, “data processor”, “personal data”, “personal data breach”, and “Service Provider” shall have the meanings (or reasonable equivalents) ascribed to them in the applicable Data Protection Legislation.

1.2 APPOINTMENT AND INSTRUCTIONS

Organization hereby instructs SportsEngine to process Organization Data in accordance with this DPA and as required to provide the Services and/or Software.

1.3 PROCESSING OVERVIEW

The categories of Organization Data to be processed by SportsEngine, the processing activities to be performed under this Agreement, and the subcontractors and processing locations that have been approved by Organization are set out in Schedule 1 (Processing Overview).

1.4 DATA PROCESSOR OBLIGATIONS

SportsEngine shall:

1.4.1 Only process Organization Data in accordance with Organization’s reasonable, lawful and documented instructions given from time to time, including in the Existing Agreement, this DPA and any applicable Order Forms;

1.4.2 ensure its personnel who may be required by SportsEngine to assist it in meeting its obligations under the Agreement are under a binding obligation to protect the confidentiality of Organization Data;

1.4.3 implement and maintain appropriate technical and Organizational measures to protect Organization Data, including the measures described in Schedule 2 to this DPA, which may be revised by SportsEngine from time to time in its sole discretion, and including, as appropriate: (i) the pseudonymisation and encryption of Client Personal Data; (ii) the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to Organization Data in a timely manner in the event of a physical or technical incident; and (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and Organizational measures for ensuring the security of the processing;

1.4.4 taking into account the nature of the processing, provide Organization with reasonable assistance and co-operation, insofar as this is possible, to assist the Organization in complying with its obligations under Data Protection Legislation with respect to an Organization Data breach, individual rights requests from Members, and otherwise as required by Data Protection Legislation;

1.4.5 provide Organization with such information as is necessary to demonstrate compliance with this DPA and, where required by applicable Data Protection Legislation, allow Organization to audit SportsEngine’s processing of personal data (the terms of which to be agreed by the parties);

1.4.6 subcontract processing of personal data only pursuant to a written agreement that shall impose the same obligations set out in this DPA or obligations that are substantially similar and shall remain liable for the actions of its Sub-Processors. Organization acknowledges and agrees that SportsEngine may engage the Sub-Processors listed in the Processing Overview / Appendix 1 to the C2P SCC. Organization may reasonably object to SportsEngine using a new Sub-Processor by notifying SportsEngine promptly in writing within ten (10) days after SportsEngine has provided notice of such change by updating the list of Sub-Processors maintained in the Processing Overview / Appendix 1 to the C2P SCC online, setting out the reasons for its objection. In the event Organization objects to a new sub-processor, as permitted in this Condition 1.4.6, SportsEngine will use reasonable efforts to make available to Organization a change in the Services or recommend a commercially reasonable change to Organization’s configuration or use of the Services to avoid processing of Organization Data by the objected-to new Sub-processor;

1.4.7 adopt reasonable measures to ensure legally compliant cross-border transfers of Organization Data pursuant to this Agreement as further specified in clause 1.5; and

1.4.8 notify Organization without undue delay of any personal data breach, including any accidental, unlawful or unauthorised destruction, disclosure, loss, alteration or access in relation to Organization Data processed on behalf of Organization.

1.4.9 upon termination or expiry of the Agreement, at Organization’s choice, promptly delete, return or transfer to Organization’s successor all Organization Data.

1.5 INTERNATIONAL DATA TRANSFERS

If and to the extent SportsEngine’s provision of the SportsEngine Services involves the transfer of personal data from an Organization established in the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to SportsEngine in the United States, the SCC shall be deemed to be incorporated by reference in this Agreement and the provisions of the controller to processor module shall apply. Any onward transfers to sub-processors made by SportsEngine, Inc shall comply with the requirements of the SCC.

If and to the extent SportsEngine’s provision of the SportsEngine Services involves the transfer of personal data from SportsEngine to SportsEngine in the United States, or to a sub-processor established in a third country that does not ensure an adequate level of protection as defined by applicable Data Protection Legislation, SportsEngine shall ensure that such transfer complies with applicable Data Protection Law by executing the SCC with the relevant data recipient, using the provisions of the processor to processor module.

Unless otherwise agreed by the parties, where applicable:

1.5.1 Schedules 1, 2 and 3 of this DPA shall apply and be deemed to be Annexes 1, 2 and 3 of the C2P or P2P SCCs;

1.5.2 The optional Docking clause shall apply;

1.5.3 In Clause 9(a) (use of sub-processors), Option 2 (General Written Authorisation) shall apply, and the time period for informing the data exporter of intended changes to the list of sub-processors shall be 30 days;

1.5.4 The optional wording in Clause 11 (Redress) shall not apply;

1.5.5 The following choice of law, forum and jurisdictions shall apply in the following scenarios:

1.5.5 The following choice of law, forum and jurisdictions shall apply in the following scenarios:

Nothing in this Agreement shall be construed to prevail over any conflicting clause of the SCCs. Each party acknowledges that it has had the opportunity to review the SCCs. In relation to services provided by SportsEngine for the benefit of an Organization established in Switzerland, the SCCs will be deemed to be modified to include the corresponding Swiss law references and the terms of such modified SCCs will be incorporated by reference into this DPA.

1.6 PARTNER WARRANTIES

Organization warrants that its collection and processing of Organization Data (including the sharing with SportsEngine under this DPA) shall comply with applicable Data Protection Legislation and that its instructions to SportsEngine shall be lawful.

1.7 US State Data Protection Legislation.

Schedule 4 shall apply to SportsEngine’s processing of Personal Data subject to Data Protection Legislation of US States.

SCHEDULE 1

Processing Overview / Annex 1 to the SCC (processors)

A: LIST OF PARTIES:

Details of data exporters (controllers)

The data exporters will be the legal entities identified as “Organization” in the contract or any applicable order forms

Details of data importers (processors)

Name Address Contact person’s name address and contact details Activities relevant to the data transferred under these clauses

B. DESCRIPTION OF TRANSFER / PROCESSING OVERVIEW

1. Categories of data subjects whose personal data is transferred

The personal data transferred concern the following categories of data subjects:

Organization’s Members

2. Categories of personal data transferred

The personal data transferred concern the following categories of data:

Members:

(a) Athletes: Name, date of birth, gender, contact information, information about club membership and membership in sports bodies and associations, ability group, attendance history, competition results, emergency contact, IP addresses and other website and device usage information, as well as any additional comments, notes or information about an athlete submitted by any Member.

(b) Parents / legal guardians or any other athlete’s name, date of birth, and contact details, such as email, phone number and address.

(c) Organization’s Administrators, coaches, volunteers, staff, and club/team managers: Membership in sports bodies and associations, background and/or criminal record checks results for club workforce, depending on role and in accordance with applicable legal requirements.

3. Special Categories of Data / Sensitive Personal Data

SportsEngine processes some sensitive personal data, such as financial and credit card data, government identification, race, ethnicity, health data, citizenship, geolocation and gender identity, on behalf of the Organizations.

4. The frequency of the transfer

The data is transferred on a continuous basis.

5. Nature of the Processing

The personal data transferred will be subject to the following basic processing activities (please specify):

In order to provide the SportsEngine Services, SportsEngine will host, maintain and support a system holding Organization Data. SportsEngine will grant Organization’s Members electronic access to this system.

6. Purpose of the data transfer and further processing

The purpose of the transfer and processing is as described in paragraph 5 above (nature of the processing).

7. Period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The data importer will retain the personal data for the duration of its agreement with the data exporter or as otherwise specified in the Subscription Agreement, unless instructed by data exporter to return or delete the data at an earlier or later date.

8. Transfers to sub-processors

The authorised sub-processors, and the nature of the processing performed by each one is set out in Schedule 3 / Annex III to the SCCs. The processing shall be for the duration of the agreement with the Organization unless SportsEngine notifies the Organization of a change in sub-processor pursuant to clause 1.4.6.

C. COMPETENT SUPERVISORY AUTHORITY

This will be the data protection authority that supervises the Organization. In general this will be the data protection authority in the country where the Organization is.

SCHEDULE 2

Annex III to the C2P SCCs - Technical and Organizational Measures

Description of the technical and Organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

This Appendix 2 forms part of the Clauses and must be completed by the parties.

Data importer agrees and warrants that it has implemented and will maintain technical and Organizational measures appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. These measures ensure a level of security appropriate to the risks presented by the processing and the nature, scope, context and purposes of the processing, having regard to the state of the art and the cost of their implementation, including as appropriate: (i) the pseudonymisation and encryption of personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and Organizational measures for ensuring the security of the processing.

The measures data importer has taken include, as appropriate and without limitation:

1. Implementation of and compliance with a written information security program consistent with established industry standards and including administrative, technical, and physical safeguards appropriate to the nature of personal data and designed to protect such information from: unauthorized access, destruction, use, modification, or disclosure; unauthorized access to or use that could result in substantial harm or inconvenience to the data exporter, its customers or employees; and any anticipated threats or hazards to the confidentiality, security, availability or integrity of such information.

2. Adopting and implementing appropriate policies and standards related to security;

3. Assigning responsibility for information security management;

4. Devoting adequate personnel resources to information security;

5. Carrying out verification checks on permanent staff who will have access to personal data;

6. Conducting appropriate background checks and requiring employees, vendors and others with access to the personal data to enter into written confidentiality agreements;

7. Conducting training to make employees and others with access to personal data aware of information security risks and to enhance compliance with data importer’s policies and standards related to data protection;

8. Preventing unauthorized access to the personal data through the use, as appropriate, of physical and logical (passwords) entry controls, secure areas for data processing, procedures for monitoring the use of data processing facilities, built-in system audit trails, use of secure passwords, network intrusion detection

technology, encryption and authentication technology, secure log-on procedures, and virus protection, monitoring compliance with data importer’s policies and standards related to data protection on an ongoing basis. In particular, data importer has implemented and complies with, as appropriate and without limitation:

a. Confidentiality

(1) Physical access control measures to prevent unauthorized access to data processing systems (e.g., access ID cards, card readers, desk officers, alarm systems, motion detectors, burglar alarms, video surveillance and exterior security);

(2) Denial-of-use control measures to prevent unauthorized use of data protection systems (e.g., automatically enforced password complexity and change requirements, firewalls, etc.);

(3) Requirements-driven authorization scheme and access rights, and monitoring and logging of system access to ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that personal data cannot be read, copied, modified or removed without authorization (virtual access controls);

b. Integrity

(1) Data transmission control measures to ensure that personal data cannot be read, copied, modified or removed without authorization during electronic transmission, transport or storage on data media, and transfer and receipt of records. In particular, data importer’s information security program shall be designed (transfer control):

i. To encrypt in storage any data sets in data importer’s possession, including sensitive personal data.

ii. To ensure that any sensitive personal data transmitted electronically (other than by facsimile) to a person outside data importer’s IT system or transmitted over a wireless network is encrypted to protect the security of the transmission.

(2) Data Entry control measures to ensure data importer can check and establish whether and by whom personal data has been input into data processing systems, modified, or removed (input control);

c. Availability and resilience

Availability control includes measures to ensure that personal data are protected against accidental destruction and loss.

d. A process for regularly testing, assessing and evaluating

(1) Organizational control

(2) Privacy by default

(3) Subcontractor supervision measures to ensure that, in the case data importer is permitted to use sub-processors, the data is processed strictly in accordance with the controller's instructions including, as appropriate and without limitation;

i. Measures to ensure that personal data is protected from accidental destruction or loss including, as appropriate and without limitation, data backup, retention and secure destruction policies; secure offsite storage of data sufficient for disaster recovery; uninterrupted power supply, and disaster recovery programs;

ii. Measures to ensure that data collected for different purposes can be processed separately including, as appropriate and without limitation, physical or adequate logical separation of client data.

9. Taking such other steps as may be appropriate under the circumstances.

SCHEDULE 3

Annex III to the C2P SCCs – LIST OF SUB-PROCESSORS

The Sub-Processors SportsEngine engages vary depending on the Software and Services the Organisation receives and the country where they are located. The Organisation has authorised the use of the following sub-processors. 

View the full list of sub-processors 

SCHEDULE 4

Addendum for the Processing the Data of United States Residents

1. SportsEngine shall not, without Organization’s prior written consent, process Organization’s Personal Data for any independent purposes including outside the direct relationship with the parties, any purposes that are unrelated to providing the Services, or for the commercial benefit of SportsEngine or any of SportsEngine’s other clients (to the extent permitted under Data Protection Legislation, detecting data security incidents, exercising and defending claims, and protecting against fraudulent or illegal activity are not considered commercial benefits).

2. SportsEngine shall not sell or share (as such terms are defined in applicable Data Protection Legislation) Organization Personal Data.

3. SportsEngine shall not combine Organizational Personal Data with or match Organization Personal Data to Personal Data from its own or third parties’ interactions with an individual.

4. SportsEngine shall comply with the obligations of CPRA and shall provide at least the same level of privacy protection as required by CPRA.

5. SportsEngine shall inform Organization if it makes a determination that it cannot meet the requirements of this Addendum or Data Protection Legislation.

6. Organization shall have the right to take reasonable and appropriate steps to help ensure that SportsEngine uses Organization Personal Data in a manner consistent with Organization’s obligations under Data Protection Legislation.

7. Organization shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate the unauthorized use of Organization Personal Data.

8. If Organization directs SportsEngine to cease or limit processing of sensitive information (as defined by Data Protection Legislation) provided by Organization to SportsEngine, then it shall promptly do so, and cause its personnel to do the same.

9. SportsEngine shall regularly review the security measures it has implemented to protect Organization Personal Data so as to ensure their appropriateness with regard to risk to the rights and freedoms of natural persons, which may evolve over time.

10. SportsEngine shall permit Organization to carry out ongoing manual reviews and automated scans for the purpose of monitoring SportsEngine’s compliance with this Addendum.

11. SportsEngine certifies that it understands and will comply with the requirements and restrictions in this Addendum.

Effective Date December 1, 2021; Updated March 6, 2025

Welcome to SportsEngine, we are the Home of Youth Sports™ and the world’s leading provider of Sport Relationship Management (SRM) software, empowering athletes, parents, coaches, and sports organization administrators with tools and services to manage their organizations and sports lives. The SportsEngine Services are made available to you by SportsEngine, Inc., and its affiliated companies (including successors & assigns, “SportsEngine,” “we,” “us” or “our”).   

SportsEngine is part of NBC Sports Next, a division of NBCUniversal Media, LLC (“NBCUniversal”).

These Terms of Use set out the agreement between you and SportsEngine regarding how you can use the SportsEngine Services, and what responsibilities you and SportsEngine have to each other. These Terms of Use contain important information regarding your legal rights BY using the SPORTSENGINE services, you accept and agree to be bound and abide by these TERMS OF USE and our Privacy Policy, which describes how we collect, use, and share information from or about you when you use the SportsEngine Services and is incorporated herein by reference. Please read them carefully.

1. GENERAL

1.1       General.  We provide a number of online and mobile products and services that you can view, access and use via our websites, mobile apps, software, content, or other online products and services (including all Content therein, the “SportsEngine Services”), including without limitation team, league, tournament or other pages and applications hosted on or provided by SportsEngine that are subject to and governed by these Terms of Use. SportsEngine, Inc. is based in Minneapolis at 807 Broadway, Minneapolis, MN 55413. We operate worldwide across a number of sports. As of the date stated above, our brands, products and services include: SportsEngine AES, BracketPal, SportsEngine HQ, SportsEngine Motion, SportsEngine Play, TeamUnify, and Tourney Machine.

1.2       Acceptance of the Terms of Use. You may access the SportsEngine Services in accordance with these Terms of Use. You represent that you have read, understood, and agree to be bound by these Terms of Use in connection with your access to and/or use of any of the SportsEngine Services. If you do not agree to these Terms of Use, you may not access or use the SportsEngine Services. By using the SportsEngine Services, you will be deemed to have agreed to the Terms of Use.

1.3       Eligibility.

1.3.1           The SportsEngine Services are for users who are 18 years of age or older and reside in the United States (including its territories and possessions), or those outside the United States who, to the maximum extent permissible under applicable law, consent to use the SportsEngine Services in accordance with U.S. laws and these Terms of Use. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information regarding providers of such protections is available at the Electronic Frontier Foundation website, http://www.eff.org.  Some of the features of the SportsEngine Services are location-based services, so in order to access these you will be required to turn-on your location settings within your device. If you do not turn on these settings, you will not be able to access or use some of the SportsEngine Services. Your location will be tracked and treated in accordance with our Privacy Policy.

1.3.2           SportsEngine without any liability to you and in its sole discretion may suspend your Account at any time and require proof that you meet any eligibility criteria under these Terms of Use. Failure to comply and/or provide proof, will result in the closure of your Account without any further liability on the part of SportsEngine (including refunds of any monies held within your Account).

1.3.3           By accessing or using the SportsEngine Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo (e.g., Crimea, Cuba, Iran, North Korea or Syria); and (ii) your access to and use of the SportsEngine Services will comply with the United States export control and economic sanctions requirements. 

1.4       Additional Terms.  In addition to the terms of these Terms of Use, and depending on what type of user you are, other terms may also apply to your access and use of the SportsEngine Services:

1.4.1     Organization Terms & Privacy Policy. Where you are accessing or using the SportsEngine Services because you are a User of an Organization, you acknowledge and agree that your access and use will be subject to any designated Terms & Conditions imposed by the Organization, and any personal information uploaded or provided by the Organization to SportsEngine in connection with the SportsEngine Services will be subject to the Organization’s Privacy Policy.

1.4.2     SportsEngine Privacy Policy.  Where you are accessing or using the SportsEngine Services because you are a User of an Organization, including an Administrator, you acknowledge and agree that SportsEngine’s collection and use of information from or about you when you use the SportsEngine Services shall be governed by our Privacy Policy. You also agree that, where relevant, with regard to any information or documents you upload to SportsEngine that are required for eligibility determinations for any leagues or tournaments you wish to enter – including birth certificates, medical waivers, or proof of vaccination – you are specifically directing SportsEngine to share that information with the relevant Organization that requested the information and all additional entities that are required to review it to determine eligibility for the sport, league or tournament, subject to each recipient’s privacy policy.

1.4.3     Background Screening Services. Where you use background screening services, which are provided by SportsEngine affiliate the National Center for Safety Initiatives, LLC (“NCSI”), you acknowledge and agree that your use of such services will be subject to NCSI’s Terms and Conditions and Privacy Policy. NCSI provides these services separately and independently.

1.5       Modifications. YOUR ACCESS TO OR USE THE SPORTSENGINE SERVICESIS GOVERNED BY THE THEN-CURRENT TERMS OF USE. We may modify these Terms of Use from time to time in our sole discretion and such modification shall be effective once posted to this site. Your continued access or use of the SportsEngine Services after we post changes to these Terms of Use will be deemed acceptance of these Terms of Use as modified. We encourage you to check back here for any such changes from time to time.

1.6       Account Registration. You may be asked to provide registration information in order to access some of the SportsEngine Services.  You are responsible for providing correct, current and complete information and maintaining the accuracy of such information. You agree that we may take steps to verify the information you provide. The SportsEngine Services and any usernames or passwords you use to access the SportsEngine Services ("Passwords") are for personal use only. You are solely responsible for maintaining the security of your Passwords and you agree to immediately notify us of any unauthorized use of your Passwords and/or other security breaches related to the SportsEngine Services. You may terminate your account for any reason or no reason.We have the right to disable your Account or password, whether chosen by you or allocated by us, at any time for any reason, including if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Use or if we (or the applicable Organization) know or suspect that anyone else knows or is using your credentials.

2. DEFINITIONS 

The SportsEngine Services are aimed at the following categories of users:

Organization Data: means any Personal Data that relates to the Organization’s Members that SportsEngine processes in relation to SportsEngine’s provision of the SportsEngine Services and that is not SportsEngine Data. For avoidance of doubt, Organization Data does not include SportsEngine Data even if the same data was also collected as Organization Data and any such duplicate data relating to the Organization’s Members that SportsEngine processes in relation to SportsEngine’s provision of the SportsEngine Services remains Organization Data.  

SportsEngine Data: means information you provide to us directly and independently when using the SportsEngineServices, including but not limited to contact and account registration information, demographics information, interests and preferences, transactional and membership information, user-generated content, audio and video, research and feedback data, and information we collect for business-to-business relationships, including but not limited to business contact information, transactional information, demographics, and due diligence information. SportsEngine Data also includes information we collect automatically from you and / or your device, such as device information and identifiers, connection and usage, data, and geolocation.

3.         SERVICES

3.1       Availability of Services.  We grant you a limited, non-sublicensable, non-transferable license to access and use the SportsEngine Services for your personal use, and only in accordance with these Terms of Use. Except as we specifically agree in writing, no element of the Content may be used or exploited in any way other than as part of the authorized SportsEngine Services made available to you. To the extent the SportsEngine Services make Content available for download, we grant you the right to download such Content onto the device on which you use the SportsEngine Services in compliance with these Terms of Use. We may change, suspend or discontinue any or all of the SportsEngine Services at any time for any reason without notice or liability to you.  We make no representations or warranties about the quality, accuracy, or availability of the SportsEngine Services, including, but not limited to blackouts, location or device-based limitations or compatibility, or Content-viewing windows.

3.2       Wireless Features. The SportsEngine Services may offer certain features that are available via a mobile network, such as the ability to receive messages, upload content or download applications to your wireless device (collectively, “Wireless Features”).  If you use any Wireless Features, you agree that we may send communications to your device.

3.3       Devices and Charges. You are solely responsible for obtaining all devices and software, internet connectivity, mobile service, and other services needed for your use of the SportsEngine Services, and you will be solely responsible for all charges related to them.  Your carrier or internet service provider may charge fees for or restrict certain Wireless Features. 

4. CONTENT

4.1       SportsEngine Content. The SportsEngine Services contain or reference material that is owned by us as well as third parties, including but not limited to software, images, videos, text, website designs and templates, and audio (collectively, “Content”).  As between SportsEngine and you, SportsEngine owns all right, title and interest in and to or has a right and license to use the copyrights, trademarks, service marks, trade names, and all other intellectual and proprietary rights throughout the world associated with the SportsEngine Services and Content, including as incorporated into User-Generated Content.  Except as expressly stated in these Terms of Use, nothing in these Terms of use shall be deemed to convey to you any right, title or interest in or to the SportsEngine Services or Content. To the extent the SportsEngine Services include an explicit authorization with respect to certain Content (e.g., the right to repost content on social media), SportsEngine hereby grants you a limited, revocable license to post or upload such Content onto your personal social media account(s) without modification and in accordance with the restrictions in these Terms of Use or any other additional terms and conditions associated with such Content. To the extent we authorize you to create, Upload, publicly display or publicly perform User-Generated Content that is derived from our Content, we grant you a non-exclusive license to create a derivative work using the specifically referenced Content. You assign to us of all rights worldwide in the work you create for the duration of copyright in the User-Generated Content, in all formats and media known or unknown to date, including for use on third party sites and platforms. If such assignment is invalid, your license to create derivative works using our Content is null and void.

4.2       User-Generated Content. The SportsEngine Services may include opportunities for you or others to upload, post, publish, publicly display, transmit or otherwise distribute (“Upload”) text, files, images, photos, audio, video, clips, sounds, musical works, works of authorship, or any other content or materials on or through the SportsEngine Services (“User-Generated Content”). Except as may be explicitly requested in connection with particular programs or promotions, SportsEngine is not requesting, and is unwilling to review, ideas or materials relating to characters, storylines, treatments, scripts, artwork, visual or audio-visual content, or other artistic or creative works (whether relating to pre-existing SportsEngine properties or not). Except as expressly set forth in these Terms of Use, your Organization shall continue to own all rights in and to your User-Generated Content, except to the extent your User-Generated Content contains or is otherwise derived from materials, content, or elements owned by SportsEngine or any of our affiliated companies or partners (e.g., characters or other elements created or owned by us). You are solely responsible for any third-party Content in your User-Generated Content and for the use of the User-Generated Content, including on our platforms and through the SportsEngine Services. We are under no obligation to host or serve any Content or User-Generated Content and reserve the right to remove such Content, your User-Generated Content and/or any other content at our sole and absolute discretion.

4.2.1     License to User-Generated Content. You hereby grant to SportsEngine a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable through multiple tiers (including to other users of the SportsEngine Services), fully paid up, and transferable (in whole or part) worldwide license to use, reproduce, transmit, adapt, prepare derivative works based on, publicly display, publicly perform, exhibit, modify, edit, distribute, incorporate in other works, and/or otherwise exploit, in whole or in part, any User-Generated Content (including your name, image, likeness and voice as they appear in that User-Generated Content) in any manner and any media now known or hereafter developed, without further notice to you, and without the requirement of compensation or additional permission from you or any other person or entity. You hereby grant to SportsEngine the right to monetize the Content and any User-Generated Content (and such monetization may include selling or using commercial elements (e.g., pre-roll, mid-roll, post-roll, banner ads and dynamic advertising) on or within such Content or charging users a fee for access). SportsEngine shall retain any and all revenue from the sale or use of such commercial elements. This Agreement does not entitle you to any payments. You represent and warrant that you own all User-Generated Content or are otherwise authorized to grant the license above.

4.2.2     Use and Distribution of User-Generated Content. You agree that SportsEngine may give you attribution for you User-Generated Content, but we are not required to do so.  To the extent permitted by applicable law, you hereby waive and agree not to assert any “moral rights” or other proprietary rights in any User-Generated Content against us, our licensees, our representatives or other users. 

4.2.3     Public Nature of SportsEngine Services. You acknowledge that you upload any User-Generated Content voluntarily, and have no expectation of privacy or confidentiality with respect to any User-Generated Content you Upload, and that no fiduciary relationship exists between us and you or any other party based on the User-Generated Content. We make no guarantees to remove User-Generated Content from the Services or other sites, and we may retain User-Generated Content in our backup files, including after termination of your Account

4.2.4     No Responsibility for User-Generated Content.  SportsEngine is not responsible or liable for any User-Generated Content and we have no obligation to investigate, monitor or correct any User-Generated Content (e.g., for accuracy or completeness) except as provided under our Infringement Policy.  User-Generated Content may not reflect the views of SportsEngine and we do not endorse any User-Generated Content that you or other users upload. 

4.3       Infringement Policy. If you believes that any User-Generated Content is defamatory or infringes your intellectual property, please send a written notice following the rules in our Infringement Policy to request a review of the alleged infringement. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the U.S. Digital Millennium Copyright Act of 1998, we reserve the right to remove your User-Generated Content. 

5. RESTRICTIONS; USE OF THE SPORTSENGINE SERVICES

5.1       Prohibited Actions. You may not attempt any of the actions set forth in this list of Prohibited Actions or authorize, facilitate or induce others to do so.  You recognize that Uploading unlawful material could expose you to criminal and/or civil liability. Your privilege to use the SportsEngine Services depends on your compliance with the list of Prohibited Actions and with the terms of these Terms of Use. If you believe any Content (including User-Generated Content) does not comply with these Terms of Use, including by violating these Terms of Use, rules regarding Prohibited Actions, or the law, you can report it to us by contacting our support team online or via email at support@sportsengine.com. 

We reserve the right to take any and all steps available to us, including revoking, suspending, or terminating your privileges to access and use all or a portion of the SportsEngine Services and/or take any other appropriate measures to enforce the Agreements.

5.2       Investigations, Monitoring, and User Disputes. SportsEngine may, but is under no obligation to, examine, record, copy and disclose your use of the SportsEngine Services including as necessary to satisfy any law, regulation or governmental request.  We reserve the right to take, or refrain from taking, any and all steps available to us, once we become aware of or suspect any violation of these provisions, including, but not limited to, modifying or removing any User-Generated Content, warning users, suspending users, terminating accounts, suspending and terminating subscriptions to the SportsEngine Services, blocking access to the SportsEngine Services or taking other corrective action we deem appropriate without liability.  You are solely responsible for your use of the SportsEngine Services, User-Generated Content, and any interaction with other users of the SportsEngine Services, and we reserve the right, but shall have no obligation, to become involved in any way or to monitor disputes between you, your Organization, its Administrators, Members, and any other users of the SportsEngine Services.

5.3       Termination and Suspension. Termination, suspension or cancellation of your Account, subscription or access to the SportsEngine Services (collectively, “Termination”) shall not affect any right or relief to which we may be entitled, at law or in equity. SportsEngine may, in its sole discretion, elect to Terminate your Account, subscription or access to the SportsEngine Services immediately with or without notice to you. Upon such Termination, all rights granted you in these Terms of Use will automatically terminate and immediately revert to us. In the event of such Termination, you shall not be entitled to any refunds. Following such Termination, these Terms of Use shall remain in full force and effect with respect to your past and future use of the SportsEngine Services, including all rights granted by you to us. 

6.         REPRESENTATIONS & WARRANTIES.

6.1       You represent and warrant to SportsEngine that: 

6.1.2     you shall comply with all applicable federal, state, and local laws, rules and regulations;

6.1.4     you are the sole owner of the User-Generated Content and any other intellectual property or materials provided to SportsEngine (including any names, symbols, seals, emblems, logos, insignia, trademarks or other intellectual property) or otherwise has the legal right to Upload and license the User-Generated Content to SportsEngine as set forth in Section 4 of these Terms of Use;

6.1.5     the exhibition, public display, or other use of the User-Generated Content on or through the SportsEngine Services as set forth in these Terms of Use by SportsEngine does not violate the privacy rights, publicity rights, intellectual property or proprietary rights, contract rights or any other rights of any person or entity;

6.1.6     you have obtained all necessary consents, releases, and/or permissions required by law (including any applicable privacy laws) in order to Upload User-Generated Content and for SportsEngine to use, distribute and exercise the rights granted in Section 4 with respect to such User-Generated Content; and

6.1.7      to the extent any “moral rights,” “ancillary rights,” or similar rights in or to the User-Generated Content exist and are not exclusively owned by us, you agree not to enforce any such rights as to SportsEngine, and you shall procure the same agreement not to enforce from any others who may possess such rights. You agree to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any User-Generated Content posted by you to or through the SportsEngine Services.

7. THIRD PARTY SERVICES & THIRD PARTY PLATFORM PROVIDERS

7.1       Third Party Services. The SportsEngine Services may provide links to third-party websites, widgets, software, services or other utilities (“Third-Party Services”). Third-Party Services are provided solely as a convenience to you, and we are not responsible for Third-Party Services. The inclusion of a link to or other integration with a Third-Party Service on any SportsEngine Service does not imply an endorsement by or affiliation with us. Your rights and obligations while accessing those Third-Party Services will be governed by the agreements and policies relating to the use of and made available by those Third-Party Services.  We will not be responsible or liable for any confidential or personal information you provide in connection with any Third Party Services, or loss or damage of any sort incurred as the result of any dealings with or as the result of the availability of such Third Party Services on the SportsEngine Services.

7.2       Third Party Platform Providers. If you access or download the SportsEngine Services via an Apple, Inc., Amazon.com, Inc., Google, Inc., Microsoft Corporation, Samsung Electronics America, Inc. or any other third-party app store or platform (each a “Third-Party Platform Provider”), such Third-Party Platform Providers, shall be third-party beneficiaries to these Terms of Use.  However, these Third-Party Platform Providers are not party to these Terms of Use and have no obligation to provide maintenance and/or support of the SportsEngine Services.  Your access to the SportsEngine Services through the Third-Party Platform Provider’s app stores or platforms is subject to such Third-Party Platform Provider’s then-applicable terms of service. You should read the terms of service agreements and privacy policies that apply to such third-party products.            

8. DISCLAIMERS AND DISPUTES

8.1       Disclaimer of Warranties. We make no representations or warranties as to the SportsEngine Services (which, for purposes of this Section 10 only, shall include the Third-Party Services) with respect to their accuracy, timeliness, reliability, availability, completeness or otherwise.  WE PROVIDE THE SPORTSENGINESERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR PARENT, EACH OF OUR AFFILIATES, AND ALL SUCH PARTIES’ DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES AND LICENSORS (COLLECTIVELY, THE “SPORTSENGINE PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, OR LIABILITY FOR FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE.  IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOUR ORGANIZATION, THE ABOVE EXCLUSIONS WILL APPLY TO YOUR ORGANIZATION ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.  With respect to malfunctioning software, SportsEngine’s entire liability and your sole and exclusive remedy shall be the repair or replacement of the software.

8.2       Limitation of Liability.

8.2.1           IN NO EVENT WILL THE SPORTSENGINE PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH SPORTSENGINE SERVICES OR THIS SUBSCRIPTION AGREEMENT EXCEED (i) THE AMOUNT (IF ANY) ACTUALLY PAID BY you TO SPORTSENGINE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE THIRD-PARTY PLATFORM PROVIDERS OR THEIR RESPECTIVE AFFILIATES, VENDORS, AGENTS AND SUPPLIERS, AS APPLICABLE, GIVE ANY WARRANTY, HAVE ANY RESPONSIBILITY OR HAVE ANY LIABILITY WITH RESPECT TO YOUR ORGANIZATION’S USE OF THE SPORTSENGINE SERVICES. FURTHERMORE, NONE OF THE SPORTSENGINE PARTIES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SPORTSENGINE SERVICES.  THE FOREGOING LIMITATION APPLIES (x) WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF NBCUNIVERSAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (y) TO ANY DAMAGES OR INJURY ARISING FROM ANY COMPUTER VIRUS, FILE CORRUPTION, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, USE OF ANY DATA OR ANY OTHER DAMAGES.

8.2.2           BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SPORTSENGINE PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU.

8.2.3           YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCURS ARISING OUT OF THE ACTS OR OMISSIONS OF THE SPORTSENGINE PARTIES OR YOUR USE OF THE SPORTSENGINE SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SPORTSENGINE SERVICES OR THE DISPLAY, PERFORMANCE OR DISTRIBUTION OF OUR CONTENT. 

8.3       Indemnification.  You agree to defend, indemnify and hold harmless the SportsEngine Parties from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or related to (i) any breach of the Agreements; (ii) User-Generated Content; and/or (iii) your use of the SportsEngine Services or any use of your account via the SportsEngine Services.

9.         DISPUTE RESOLUTION 

9.1       Disputes to Be Heard in Court. SportsEngine and you agree that any complaint, dispute, or disagreement, whether based on past, present, or future events, arising out of or related in any way to these Terms of Use or regarding (i) your use of or interaction with the SportsEngine Services, (ii) any purchases or other transactions or relationships related to your use of the SportsEngine Services, or (iii) any data or information you provide to us or we gather in connection with such use, interaction or transaction will be resolved in federal or state (including small claims) court and neither party shall be required to arbitrate any claims against the other. Any unfiled claims following the effective date of this agreement shall be resolved in federal or state (including small claims) court as the case may be and this dispute resolution procedure expressly supersedes any prior provision of any agreement.

9.2       Applicable Law.  These Terms of Use, any additional terms, any Agreements, and the relationship between you and us shall be governed by the laws of the U.S. and the State of New York without regard to its conflicts of law provisions. Except as provided in applicable Supplemental Terms, you agree that the Convention on Contracts for the International Sale of Goods does not apply to your use of the SportsEngine Services or these Terms of Use. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country in which you reside.

9.3       Jurisdiction and Venue. Any action or proceeding arising from, relating to or in connection with these Terms of Use will be brought exclusively in the federal or state courts located in New York County, New York, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.

10.       ADDITIONAL TERMS

10.1     Notice for California Users.  Under California Civil Code Section 1789.3, California users of the SportsEngine Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210, or online at https://www.dca.ca.gov/webapps/gencomplaint.php.

10.2     No Waiver.  No failure or delay by us in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Use.

10.3     Severability.  Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.

10.4     Entire Agreement.  These Terms of Use represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in writing by the party to be charged. The paragraph or section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

10.5     Assignment.  These Terms of Use are binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns.  You shall not assign your rights or obligations hereunder without our prior written consent and any assignment without our consent shall be void and invalid at the outset.

6. Electronic Notice. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.

    

   6. Designation of Agent. You hereby appoint us as your agent with full authority to execute any document or take any action we may consider appropriate to confirm the rights granted by you to us in these Terms of Use. 

7. Survival. The provisions of these Terms of Use which by their nature should survive the termination of these Terms of Use shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use content, limitation of liability in Section 8, rules regarding dispute resolution in Section 9, and the general provisions in this Section 10. 

11. SUPPLEMENTAL TERMS: Subscription Services; Charges & Fees; Automatic Renewal and Payment Method; Cancellations and Refunds; Trial Periods/Promotional Offers. 

11.1      We may provide some of the SportsEngine Services to you free of charge, while other SportsEngine Services require you to sign up for a subscription and pay a periodic subscription fee (e.g., monthly or annually (the “SportsEngine Subscription Services”). The following Supplemental Terms apply to your use of the SportsEngine Subscription Services. By using any of our SportsEngine Subscription Services that we may offer currently or in the future, you agree to the terms and conditions in these Terms of Use and these Supplemental Terms. 

11.2     Account. You must have a valid SportsEngine account to access or purchase a SportsEngine Subscription Service subscription (“Subscription”). By registering an account with us and using the SportsEngine Subscription Services, you confirm that the information you provide during the registration process, including all identification, billing and credit card information, as well as the information already stored in the SportsEngine Services about you, is accurate. You agree to update such information promptly if it changes. Without limiting any other provision of these Terms of Use, if you provide any information that is untrue, inaccurate or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your Account or Subscription and refuse any and all current or future use by you of any of the SportsEngine Services. You agree not to register or subscribe for more than one Account, create an Account on behalf of someone else or create a false or misleading identity on any of the SportsEngine Services.

11.3     Charges & Fees. 

(a)        Subscription Period. Your Subscription will provide you with access to all of the content and benefits relating to the level of Subscription you select for the period provided during sign-up (“Subscription Period”). 

(b)        Payment and Fees. You will be billed upfront for the cost of the full Subscription Period, in addition to any applicable taxes, transaction fees and other charges and fees incurred in order to access your Subscription. All Subscription fees are non-refundable. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) for payment. If there is a problem charging your default payment method, we may charge any other valid payment method associated with your Account. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. When you provide payment information, you represent and warrant that the information is accurate and that you are authorized to use the payment method provided. If you do not pay any fees when due, (i) you remain liable for the fees as well as any costs we incur in collecting the fees, including attorney and collections fees, (ii) you authorize us to continue charging your chosen payment method and (iii) we may suspend or terminate your access to the SportsEngine Services.

(c)        Price Increases. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice and communicated to you through a posting on the SportsEngine Services or such other means as we may deem appropriate from time to time (including email). Such price increases will be applied on a prospective basis and you will be notified about the increase.