SportsEngine Logo
Back to Marketplace

SportsEngine Marketplace Terms & Conditions

Introduction

These SportsEngine terms and conditions represent an agreement (“Agreement”) entered into between SportsEngine, Inc. (“SportsEngine”) and the Marketplace Partner (“Partner”) that is accepting this Agreement at the time of application into the Marketplace or upon payment of a Marketplace package, effective as of the date of acceptance by Partner. Partner is deemed to have accepted the terms of this Agreement by applying to be a Marketplace Partner, or if these terms are presented electronically, or by accessing the APIs.

Definitions

  • API means the application program interfaces to interface the Integrated Service with the SportsEngine Platform, as well as any accompanying documentation, code and related materials.
  • Confidential Information means all non-public code, inventions, know-how, business, technical and financial information provided by either party that is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of Confidential Information of the Disclosing Party; or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party. Without limiting the definition of Confidential Information above, the API, any other software, documentation or technical information provided by SportsEngine (or its agents) that has not been publicly released, performance information relating to the SportsEngine Platform, and the terms of this Agreement will be deemed Confidential Information of SportsEngine without any marking or further designation.
  • Disclosing Party means the party disclosing Confidential Information.
  • End User means an individual or entity that accesses the Application or Service via the SportsEngine Platform or the Partner’s application.
  • End User Data means data collected from or about an End User who uses the Application or Service.
  • EULA means the end user license agreement or similar agreement or Terms of Use which governs access and use of the Application or Service by End Users, and which is included by Partner with the Application or Service.
  • Feedback means, without limitation any feedback regarding the Application, Service or SportsEngine Platform, including but not limited to, any functionality issues, and errors, flaws, failures, or faults in the Application, Service or SportsEngine Platform via an online or other method.
  • Frontline Support means the provision of helpdesk support for the Application or Service.
  • Marks means a party’s trademarks, service marks, and related logos used to promote the Application or Service or the SportsEngine Platform.
  • Application and/or Service means the Partner’s tools provided online for access and use by Users. Some partners may choose to integrate with SportsEngine via the APIs, but this is not a requirement to be included in the SportsEngine Marketplace. Stand-alone Applications and Services that meet the Marketplace terms and add value to End Users may be included in the Marketplace. Applications refer to technology tools in the form of software or apps. Services generally refer to consulting offerings that do not necessarily include a technology component.
  • Intellectual Property Rightsmeans all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, trademarks, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.
  • Receiving Party means the party receiving Confidential Information.
  • SportsEngine Platform means the SportsEngine online platform as a service offering.

1. License to Use APIs and Integrate Applications and Services

Although optional, many Partners may want to integrate their application or service with the SportsEngine Platform through our API. Integration can often make the experience of using your application or service easier and more enjoyable.

1.1. Integration Plan

SportsEngine and the Partner will cooperate, mutually agree on, and jointly implement the integration of the Application or Service with the SportsEngine Platform. The obligations of each party will include, without limitation, making available the necessary APIs and providing any required technical documentation. SportsEngine reserves the right to decline to continue with integration of the Application or Service if it determines in its sole discussion that the effort required to successfully implement the integration exceeds the potential benefit of the proposed integration.

1.2. Testing and Acceptance by SportsEngine

Partner will provide access to the Application or Service to SportsEngine for the purpose of testing the integration internally at SportsEngine and with select End Users at no charge. The evaluation period will be a limited period of time mutually agreed upon by the parties in writing. Partner and SportsEngine agree to share Feedback from Users, if permitted, on the testing and the parties will work together to determine what changes or improvements need to be made prior to public launch of the Application or Service on the SportsEngine Platform. If SportsEngine approves the Application or Service, SportsEngine will launch the Application or Service on the SportsEngine Platform within a time frame established by SportsEngine. If SportsEngine does not approve the Application or Service, in addition to the rights set forth in Section 8.2, SportsEngine may terminate this Agreement immediately on notice.

1.3. Grant of Limited License

Upon approval of the integration, and subject to Partner’s compliance with the terms of this Agreement, SportsEngine will grant to Partner a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the API for the sole purpose of creating an interface and allowing an integration between the SportsEngine Platform and the Application or Service.

1.4. Partner's Role

Partner will provide the Partner APIs and host and maintain the Application or Service.

2. Safety

When people use an Application or Service from the SportsEngine Marketplace, they want to feel confident that it’s safe to do so—that the Application or Service does not contain upsetting content, will not damage their devices, and is not likely to cause physical harm from its use.

2.1. Objectionable Content

2.1.1. Do not include content that is offensive, insensitive, upsetting, intended to disgust, or in exceptionally poor taste. If it is determined that such content is included in your Application or Service, SportsEngine may temporarily or permanently suspend your Application or Service from the Marketplace, as well as suspend access to our API and the SportsEngine Platform. Examples of such content include:

  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or place a targeted individual or group in harm’s way.
  • Overtly sexual or pornographic material, defined by Webster’s Dictionary as "explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings."
  • Inflammatory religious commentary or inaccurate or misleading quotations of religious texts.
  • False information and features, including inaccurate device data or trick/joke functionality.

2.1.2. Marketplace Reviews. Reviews can be an integral part of the Marketplace experience, so you should treat users with respect when responding to their comments. Keep your responses targeted to the user’s comments and do not include personal information, spam, or marketing in your response.

2.2. User Generated Content

Applications and Services with user-generated content present challenges, ranging from intellectual property infringement to anonymous bullying. To prevent abuse, Applications and Services with user-generated content or social networking services must include:

2.2.1. A method for filtering objectionable material from being posted

2.2.2. A mechanism to report offensive content and timely responses to concerns

2.2.3. The ability to block abusive users from the service

2.2.4. Published contact information so users can easily reach you

2.3 Physical Harm

If your Application or Service behaves in a way that risks physical harm, we may reject it.

2.3.1. Applications and Services that could provide inaccurate data or information, or that could be used for diagnosing or treating patients may be reviewed with greater scrutiny.

  • Applications and Services must clearly disclose data and methodology to support accuracy claims relating to health measurements, and if the level of accuracy or methodology cannot be validated, we will reject your Application or Service.
  • Applications and Services should remind users to check with a doctor in addition to using the application and before making medical decisions.

If your medical Application or Service has received regulatory clearance, please submit a link to that documentation with your Application or Service.

2.4. Partner Information

People need to know how to reach you with questions and support issues. Make sure your website URL includes an easy way to reach you.

3. Marketplace Acceptance

3.1. Completeness

Marketplace submissions for review should be final versions with all necessary and functional URLs included. Make sure your Application or Service has been tested before you submit it, and, when appropriate, include demo account info along with a login for review. We will reject incomplete Applications and Services that exhibit obvious technical problems.

3.2. Accurate Marketplace Listing

Customers should know what they’re getting when they activate your Application or Service. Please make sure your description, screenshots, and previews accurately reflect the core experience and remember to keep them up-to-date with new versions.

3.2.1. Don’t include any hidden or undocumented features in your Application or Service; functionality should be clear to end-users. Similarly, you should not market your Application or Service as including content or services that it does not actually offer.

3.2.2. Screenshots should show the Application or Service in use.

3.2.3. Select the most appropriate category for your Application or Service.

3.2.4. Add keyword tags that accurately describe your Application or Service, but don’t choose keywords that are trademarked terms, other popular applications or services, or any other keywords meant to “game the system.”

3.2.5. You are responsible for securing the rights to use all materials in your listing, including icons, screenshots, and copy. When needed, you should display fictional account information instead of data from a real person.

3.3. Core SportsEngine Functionality

Partner Applications and Services should perform functions that are a natural extension to the SportsEngine platform and that solve challenges for sports organization admins, coaches and team admins, and/or sports families and their athletes. Partners should not try to include Applications or Services in the SportsEngine Marketplace that compete or try to act as a replacement for native SportsEngine Platform functionality, including:

3.3.1. Applications and Services cannot compete with Registration, which is core to the operation of the SportsEngine platform, including registration and fees management of athletes, coaches, or teams for any event, including season/league play, tournaments/competitions, training/clinics/camps, or any other event.

3.3.2. Applications and Services cannot compete with Member Management, which is core to the operation of the SportsEngine platform, including collection, management, storage, and/or transmission of user data for the purposes of managing seasonal, tournament, or other sports or athlete activity and information between members, clubs/associations, leagues, tournaments, and/or governing bodies.

3.3.3. Applications and Services cannot compete with PowerPay, which is core to the operation of the SportsEngine platform, including any applications or services designed to collect incremental or incidental fees from leagues, clubs/associations, teams, coaches, parents, or athletes for season/league play, tournaments/competitions, training/clinics/camps, or any other event.

3.3.4. Applications and Services cannot compete with any SportsEngine owned and operated team apps, which is core to the operation of the SportsEngine platform, including any applications or services designed to manage team schedules, rosters, practice events, game events, or other team level management

3.3.5. Applications and services cannot compete with the SportsEngine or NBC Sports brands or owned brands, including any services that purport to be a platform that facilitates the search, sign-up, and ongoing member management of governing bodies, leagues, clubs/associations, teams or the athletes and families associated with those connected organizations.

4. Legal

4.1. Distribution of the Application or Service

4.1.1. Appointment. Partner hereby appoints SportsEngine as an authorized distributor of their Application or Service as part of the SportsEngine Marketplace. Partner hereby grants to SportsEngine a worldwide, non-exclusive, royalty-free license during the Term to: (a) allow Users to access and use the Application or Service via the SportsEngine Marketplace, and (b) access the Application or Service via the API for the purpose of providing, at SportsEngine’s option, Frontline Support for the Integrated Service to Users via the SportsEngine Marketplace.

4.1.2. Use of Partner Marks. During the Term, Partner hereby grants to SportsEngine a limited, non-exclusive, royalty-free license to use the Partner Marks in order to (i) display the Application or Service in the SportsEngine Marketplace; and (ii) promote the Application or Service in connection with the SportsEngine Marketplace. In addition, SportsEngine may from time to time, at its sole option, identify Partner as a SportsEngine Partner in or on SportsEngine websites, sales and marketing materials, press releases, or any other marketing communications.

4.1.3. Use of SportsEngine Marks. During the Term, SportsEngine hereby grants to Partner a limited, non-exclusive, revocable, royalty-free license to use the SportsEngine Marks in conjunction with the Application or Service solely in order to promote the Application or Service, and in accordance with any usage guidelines published by SportsEngine from time to time.

4.1.4. Other Activities. The parties may engage in additional joint marketing activities to promote the Integrated Service offering on the SportsEngine Platform. Except as mutually agreed in writing, each party will pay its own costs and expenses for its marketing activities.

4.2. Relationship with End Users

4.2.1. EULAs. If Partner requires an End User to agree to an EULA as a condition for use of or access to the Application or Service, Partner will include the EULA with the Application or Service and will also provide a copy of the current EULA to SportsEngine. Partner may not change the EULA unless Partner has provided SportsEngine with at least thirty (30) days prior written notice. Each party will immediately notify the other party if it becomes aware of any breach of any EULA. In no event will Partner make any representations or warranties to End Users with respect to SportsEngine, the SportsEngine Platform, or any SportsEngine products or services, or purport to represent or bind SportsEngine to any legal obligations to End Users or any other person.

4.2.2. Privacy and Data Use. Partner represents and warrants that it has the necessary permissions and consents, if any, to provide End User Data to SportsEngine for purposes of creating integrations and/or offering the Application or Service, including copying any or all of the End User Data as applicable for other SportsEngine Platform applications used by such End User. Partner further represents and warrants that its delivery of such End User Data to SportsEngine will not violate any applicable laws, regulations, published policies, or contractual obligations. Partner acknowledges that when End User Data is provided to SportsEngine for the purposes of copying such End User Data into other SportsEngine Platform applications used by such End User : (a) as between Partner and SportsEngine, SportsEngine has all ownership rights in such End User Data; (b) such End User Data becomes subject solely to the terms and conditions of SportsEngine’s own privacy policies and end user terms and agreements; and (c) SportsEngine shall be free to use such End User Data without restriction except as set forth in its own policies, end user terms, and agreements. Partner shall at all times maintain within the Application or Service a conspicuous privacy policy and terms of use that complies with all applicable laws, rules and regulations.

4.3. Updates/Support Services

4.3.1. Support of the API and SportsEngine Platform. SportsEngine may at its option offer support services for the API and/or the SportsEngine Platform from time to time, but the API and SportsEngine Platform are provided AS IS AND WHERE IS. SportsEngine may update or revise the API and/or SportsEngine Platform from time to time, and such updates or revisions may adversely affect the manner in which the Applications or Services are displayed or offered via the SportsEngine Platform. Partner will implement and use the most current version of the API and make changes to its use of the API that are required as a result of any updates or revisions, at its sole cost and expense.

4.3.2. End User Support. Partner will be responsible for performing all support for the Application or Service, including Frontline Support. Partner will provide such support promptly, in a manner consistent with good industry practice, and during at least the same hours and at the same or better service levels as Integration Partner provides support for the Application or Service when End Users access such services directly through Partners own website, applications, or platforms.

4.3.3. Optional Assistance. SportsEngine may elect at its option to provide Frontline Support, and/or to permit End Users to submit trouble tickets for the Application or Service to the SportsEngine Platform, and transmit such trouble tickets to Partner, but SportsEngine has no obligation to provide any support to End Users or to play any role in Partner’s support activities.

4.4. Intellectual Property Rights

4.4.1. Integration Partner IP. As between Partner and SportsEngine, Partner owns all right, title, and interest in and to the Application or Service and Partner Marks and the Intellectual Property Rights therein, and nothing in this Agreement will confer on SportsEngine any right of ownership or interest in the Application or Service or Partner Marks.

4.4.2. SportsEngine IP. As between Partner and SportsEngine, SportsEngine owns all right, title, and interest in and to the SportsEngine Platform (excluding the Application or Service and Partner Marks), the API, SportsEngine Marks, and the Intellectual Property Rights therein, and nothing in this Agreement will confer on the Partner any right of ownership or interest in the SportsEngine Platform, API, or SportsEngine Marks.

4.4.3. License to Feedback. Each party hereby grants to the other party a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully-paid, right and license to use and exploit in any manner and for any purpose, all Feedback provided by a party hereunder.

4.4.4. No Other Rights Granted. Each party acknowledges that it obtains no intellectual property rights or licenses by this Agreement except for those licenses expressly granted.

4.5. Restrictions

Partner may not: (i) interfere with or disrupt the API or SportsEngine Platform, or attempt to gain access to any systems or networks that connect thereto (except as required to use the API); (ii) use the API to replicate, frame or mirror SportsEngine properties; (iii) transfer, sublicense, lease, lend, distribute or otherwise make available the API to any third party; or (iv) use the API in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. Partner may not use the API to develop (or instruct any third party to develop) a service that may reasonably be deemed to be competitive with SportsEngine’s products and services. Partner may not use the API for purposes of monitoring the availability, performance or functionality of any of SportsEngine’s products and services or for any other benchmarking or competitive purposes. Partner may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the API. Partner acknowledges and agrees that SportsEngine may monitor or audit its use of the API. Partner will make available to SportsEngine any data, usage statistics or other information regarding its use of the API as reasonably requested by SportsEngine.

4.6. Term/Termination

4.6.1. Term. This Agreement is effective as of the Effective Date and will continue for a period of one (1) year unless earlier terminated in accordance with Section 4.6.2 (together with any renewal period the “Term”). The Agreement will automatically renew for additional one (1) year periods unless either party gives written notice to the other of its intention not to renew the Agreement at least thirty (30) days prior to the expiration of the then-current Term.

4.6.2. Termination. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. In addition, SportsEngine can suspend Partner’s integration with the SportsEngine Platform, use of the API, and inclusion in the SportsEngine Marketplace at any time without notice if SportsEngine believes that the Applications or Services threaten or are likely to threaten the security or reliability of the SportsEngine Platform, or interfere with other users of the SportsEngine Platform.

4.6.3. Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) Partner will cease any and all use of the API and the SportsEngine Platform; (b) each party will return to the other party or destroy the Confidential Information of the other party; and (c) upon written request, each party must certify in writing to the other party that it has returned or destroyed all of the other party’s Confidential Information.

4.6.4. Survival. Definitions, Section 4.2.2 (Privacy and Data Use), Section 4.4 (Intellectual Property Rights), Section 4.5 (Restrictions), Section 4.6.3 (Effects of Termination), Section 4.6.4 (Survival), 9.3 (Disclaimers), 10 (Limitations), 11 (Indemnification), 12 (Confidential Information), and 14 (General) will survive any termination or expiration of this Agreement.

4.7. Representations and Warranties/Disclaimers

4.7.1. Mutual Representations. Each party represents and warrants that (a) it is duly organized and validly existing under the laws of the state of its organization or incorporation; (b) the execution, delivery, and performance by such party of this Agreement are within the powers of the party, have been duly authorized by all necessary action on the part of the party, and will not violate any law, statute, or other governmental regulation that is applicable to the party’s business, or any other agreement or instrument to which the party is a party; and (c) it has obtained or will obtain and maintain during the Term all rights, licenses, consents and authorizations necessary to perform its obligations as set forth in this Agreement.

4.7.2. Additional Representations of Integration Partner. Integration Partner further represents and warrants that the Integrated Service and Integration Partner Marks do not and will not violate any applicable laws, rules or regulations or infringe the rights, including without limitation Intellectual Property Rights, of any third party.

4.7.3. Disclaimers. THE API AND SPORTSENGINE PLATFORM ARE PROVIDED “AS IS”. SPORTSENGINE DOES NOT WARRANT THAT THE API OR SPORTSENGINE PLATFORM WILL OPERATE UNINTERRUPTED OR BE FREE FROM DEFECTS, OR THAT THE SPORTSENGINE PLATFORM IS DESIGNED TO MEET INTEGRATION PARTNER’S BUSINESS REQUIREMENTS. NEITHER SPORTSENGINE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SPORTSENGINE DOES NOT AND HAS NOT MADE ANY COMMITMENTS REGARDING THE NUMBER OF END USERS WHO WILL ACCESS THE INTEGRATED SERVICES VIA THE SPORTSENGINE PLATFORM.

4.8. Limitation of Remedies and Damages

SPORTSENGINE WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SPORTSENGINE’S TOTAL AGGREGATE LIABILITY AND PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING HEREUNDER, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY SPORTSENGINE’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. The provisions of this Section allocate risks under this Agreement between Partner and SportsEngine.

4.9. Indemnification

Partner will indemnify, defend and hold harmless SportsEngine and its officers, directors, consultants, employees, successors and permitted assigns from and against any damages, losses, and expenses (including reasonable attorneys' fees), as a result of any third-party claim, demand or action (collectively, a "Claim") arising from any breach of any of the representations, warranties, or covenants made by Partner hereunder. SportsEngine will promptly notify Partner in writing of any such Claim; provided that the failure to provide such notice will not relieve Partner of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. Partner will bear full responsibility for, and will have the right to solely control, the defense (including any settlements) of any such Claim; provided, however, that (i) Partner will keep SportsEngine informed of, and consult with SportsEngine in connection with the progress of such litigation or settlement and (ii) Partner will not settle any such Claim in a manner that does not unconditionally release SportsEngine without SportsEngine’s written consent, not to be unreasonably withheld or delayed.

4.10. Confidential Information

The Receiving Party will not: (i) disclose any Confidential Information to any third party, except as otherwise expressly permitted herein; (ii) make any use of Confidential Information except: (a) to exercise its rights and perform its obligations under this Agreement; or (b) in connection with the parties’ ongoing business relationship; or (iii) make Confidential Information available to any of its employees or consultants except those that have agreed to obligations of confidentiality at least as restrictive as those set forth herein and have a “need to know” such Confidential Information. The Receiving Party is liable for all acts and omissions of its employees and consultants to the extent that such act or omission would be a breach of this Agreement if done by Receiving Party. The Receiving Party will be held to the same standard of care as it applies to its own information and materials of a similar nature, and no less than reasonable care. The Receiving Party may disclose the other party’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the Receiving Party provides prompt written notice thereof to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. The Receiving Party will protect Confidential Information in the manner provided herein for five (5) years after receipt thereof, unless such obligation ceases earlier pursuant to this Section; provided that, to the extent the Confidential Information constitutes a trade secret under law, the Receiving Party agrees to protect such information for so long as it qualifies as a trade secret under applicable law.

4.11. General

4.11.1. Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

4.11.2. Governing Law; Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Minnesota and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to the subject matter hereof will be the Minnesota state and United States federal courts located in Minnesota and both parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto.

4.11.3. Notices and Reports. Any notice or report hereunder will be in writing and will be deemed given upon delivery if sent by: (i) personal delivery; (ii) certified or registered U.S. mail (return receipt requested); or (iii) overnight commercial delivery service, in each case addressed as follows, or at such other addresses as may be provided in writing by the Parties:

If To SportsEngine: Attention: Chief Financial Officer SportsEngine, Inc. 807 Broadway ST NE, STE 300 Minneapolis, MN 55413

If to Partner:to the address set forth in the Marketplace Application, or to any available published address of Partner, attention Chief Financial Officer

4.11.4. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

4.11.5. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

4.11.6. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

4.11.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval of a license by a government agency.

4.11.8. Assignment. Integration Partner may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of SportsEngine, and any such assignment in violation of this Section will be void. SportsEngine may freely assign this Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns.

4.11.9. Headings. The headings in this Agreement are for purposes of reference only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.

4.11.10. Counterparts. This Agreement may be executed in one or more counterparts, each of which together shall constitute one and the same Agreement. For purposes of executing this Agreement, a facsimile (including a PDF image delivered via email) copy of this Agreement, including the signature pages, will be deemed an original.