Enterprise Subscription Agreement

This enterprise subscription agreement (the “Agreement”) is between PLAYER VECTOR INC., a corporation incorporated pursuant to the Canada Business Corporations Act (“Player Vector”, “we”, “us” or “our”), and the club, academy, league, association or other organization that signs an Order Form that refers to this Agreement, including electronically through Player Vector’s online sign-up process (the “Organization”). For the purposes of this Agreement, “Parties” means Player Vector and the Organization and “Party” means either one of them.

THIS AGREEMENT HAS PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON THE ORGANIZATION, INCLUDING OBLIGATIONS TO OBTAIN CONSENT FROM THE PARENTS AND GUARDIANS OF THE CHILDREN WHOSE INFORMATION THE ORGANIZATION ADDS TO THE PLATFORM.

The individual who signs an Order Form on behalf of the Organization represents and warrants that he or she has the authority to bind the Organization to this Agreement. In consideration of the mutual promises and agreements set out below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

About the Platform

1.Player Vector operates a player evaluation and development software-as-a-service platform for youth sports organizations (the “Platform”). The Platform allows an Organization and its coaches to record and organize player evaluations, game and practice notes, development flags and related information about the players on the Organization’s teams, to share coach-approved summaries and notes with each player’s parents or guardians, and to use features powered by artificial intelligence to help draft that content. The Platform is accessible at https://playervector.com, including through Organization-specific pages and web addresses. The public pages at https://playervector.com that provide general information about Player Vector and the Platform, and are not part of the Platform, are referred to as the “Website”.

2.This Agreement governs the Organization’s access to and use of the Platform. It applies to the Organization’s free Pilot (if any) and to every paid subscription, together with each Order Form signed by the Organization. Player Vector offers the Platform only to organizations located in Canada outside the Province of Quebec, and the Organization represents that it is so located.

Definitions

3.In this Agreement:

(a)“Active Players” means the Players who are not archived on the Platform at a given time, counted across all of the Organization’s teams for the current season;

(b)“AI Features” means the features of the Platform that use artificial intelligence, machine learning or large language models to convert speech to text, or to draft, summarize or suggest content from the input of Staff, including the features described in the “Use of AI” section of this Agreement;

(c)“Authorized Users” means Staff and Guardians;

(d)“Guardian” means a parent or legal guardian of a Player whose name and email address the Organization has added to the Platform;

(e)“Guardian Information” means personal information about a Guardian contained in Organization Data;

(f)“Order Form” means an order form, quote or online sign-up page (including an order form completed and signed electronically through Player Vector’s online sign-up process) issued or accepted by Player Vector that refers to this Agreement and sets out the Organization’s Subscription Plan, Fees and Subscription Term;

(g)“Organization Data” means all data, content, files and records that the Organization or its Authorized Users submit to, store in, or generate through the Platform, including Player Information, Guardian Information, rosters, evaluations, ratings, notes, transcripts, voice recordings, summaries, development flags, rankings, team assignments, evaluation templates and the Organization’s branding materials;

(h)“Pilot” means a free trial of the Platform described in the “Free Pilot” section of this Agreement;

(i)“Player” means a child or youth who plays on, or is registered with, one of the Organization’s teams and whose information the Organization adds to the Platform;

(j)“Player Information” means personal information about a Player contained in Organization Data;

(k)“Privacy Policy” means Player Vector’s privacy policy, as updated from time to time, available online at https://playervector.com/privacy;

(l)“Staff” means the Organization’s owners, administrators, managers and coaches, and other individuals the Organization designates, who are given login access to the Platform, and “Staff member” means any one of them;

(m)“Sub-processors” means the third-party service providers engaged by Player Vector that process or store Organization Data, as listed in the Privacy Policy from time to time;

(n)“Subscription Plan” means the subscription tier selected by the Organization in an Order Form, including the maximum number of Active Players permitted under that tier; and

(o)“Terms of Service” means Player Vector’s terms of service for users of the Platform, as updated from time to time, available online at https://playervector.com/terms.

Grant of Licence

4.Subject to the Organization paying all applicable Fees and complying with this Agreement, Player Vector grants the Organization a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Subscription Term (or the Pilot) for the purpose of evaluating, developing and communicating with the Players on the Organization’s teams and their Guardians, and for the Organization’s internal operations related to that purpose.

5.Access to the Platform is granted through accounts for Staff and through sign-in access for Guardians. Staff are invited by the Organization (or, for the Organization’s first owner account, by Player Vector). Guardians sign in using the email address the Organization has on file for them. Players do not have accounts and do not sign in to the Platform. No individual under the age of eighteen (18) may hold an account or sign-in access to the Platform, and the Organization shall not add any such individual to the Platform as a Staff member or as a Guardian.

6.Each Authorized User must accept the Terms of Service before using the Platform. The Organization agrees that acceptance of the Terms of Service is a condition of each Authorized User’s access, and that the Terms of Service apply in addition to, and not in substitution for, this Agreement.

7.The Organization is responsible for all activity under its Staff accounts, for deciding who receives a Staff account and what role and teams each Staff member is assigned, and for promptly deactivating the account of any Staff member who should no longer have access (for example, a coach who leaves the Organization).

8.The Organization acknowledges that its licence under this Agreement is to access and use the Platform as made available at any given time, and that the Platform’s features and functionality may change. Player Vector may add, modify, remove, suspend or discontinue features of the Platform from time to time, provided that Player Vector will not, during a paid Subscription Term, remove a feature that materially reduces the core evaluation, notes and Guardian-sharing functionality of the Platform without giving the Organization at least thirty (30) days’ notice, in which case the Organization may terminate this Agreement and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term. Any statement, representation, roadmap or other communication by or on behalf of Player Vector concerning features that may be made available in the future (including video analysis, schedule or roster integrations and SMS notifications) is provided for information only, shall not be binding on Player Vector and does not form part of this Agreement.

Organization Responsibilities: Consent, Registration and Conduct

9.The Organization is the organization that collects Player Information and Guardian Information from the Players’ families in the course of its own registration process, and decides to add that information to the Platform. Accordingly, before adding any Player or Guardian to the Platform, the Organization shall obtain, through its own registration process or otherwise, the consent of a Guardian of each Player who is under eighteen (18) years of age (or, for a Player who is eighteen (18) years of age or older, the consent of that Player) that is sufficient under applicable privacy law for the collection, use and disclosure of Player Information and Guardian Information as contemplated by this Agreement, the Terms of Service and the Privacy Policy. At a minimum, the consent shall be obtained on the basis of a notice that informs Guardians, in plain language, that:

(a)the Organization uses the Platform, operated by Player Vector Inc. as the Organization’s service provider, to record and manage player evaluations, ratings, game and practice notes, development flags and team placement information;

(b)coaches may record spoken feedback about players, which is converted to text by a speech-to-text service provider, and that other voices, such as players speaking during a practice, may be captured incidentally;

(c)the Platform uses artificial intelligence services to help coaches draft notes, summaries and suggestions, that a coach reviews every AI draft before it is used, and that a Guardian may opt a Player out of the AI drafting features;

(d)Player Information and Guardian Information is stored primarily in Canada, but is processed, and in some cases kept for limited periods, by certain service providers located in the United States, where it may be accessible to courts, law enforcement and national security authorities of the United States;

(e)Guardians will receive email notifications and sign-in access to view coach-approved content about their own child, and may contact the Organization (or Player Vector’s privacy officer) with questions or to exercise their privacy rights;

(f)Player Vector does not sell Player Information, make it public, use it for advertising or allow it to be used to train artificial intelligence models; and

(g)the Privacy Policy, which describes how Player Vector handles Player Information and Guardian Information on the Platform, is available on the Website at https://playervector.com/privacy.

10.On request, Player Vector will make available to the Organization suggested plain-language wording for the notice described above, which the Organization may adapt for its own registration process. The Organization remains solely responsible for the content of its registration process and for obtaining and keeping records of the required consents. The Organization shall keep records of those consents for as long as the corresponding Player Information remains on the Platform and shall provide copies to Player Vector on reasonable request.

11.The Organization is solely responsible for its own legal and regulatory obligations as a sports organization, including any obligations under Rowan’s Law (Concussion Safety), 2018 (Ontario) and its regulations, any equivalent legislation in other provinces, the rules of any governing sports body, and any codes of conduct, concussion protocols, screening or safeguarding policies that apply to the Organization, its coaches, its volunteers or its Players. The Platform is not designed to collect, track or evidence compliance with any of those obligations, and Player Vector has no responsibility for them.

12.The Organization is responsible for screening, appointing, training and supervising its Staff, and shall ensure that its Staff: (a) use the Platform only for the Players on the teams they are assigned to; (b) keep notes and evaluations factual, relevant to the Player’s sport development and respectful of the Player; (c) do not record, enter or upload health, medical, family, disciplinary or other sensitive information about a Player unless it is necessary for the Player’s participation and the Organization has a lawful basis to do so; (d) review every output of the AI Features before it is published, shared or relied upon; (e) use the Platform’s recording features only to record their own spoken feedback and that of the Organization’s other coaches, and not to record Players, Guardians, opposing teams, officials or members of the public (the Organization acknowledges that other voices, such as Players speaking during a practice, may be captured incidentally and may appear in a transcript); and (f) complete any annual acknowledgment that the Platform presents to them.

13.The Organization is responsible for the accuracy of the Player Information and Guardian Information it adds to the Platform, including each Guardian’s email address. The Organization acknowledges that Guardian access to the Platform is controlled by the email address the Organization has on file, and that if the Organization enters an incorrect email address, or does not remove a Guardian’s email address when that Guardian should no longer have access to a Player’s information (for example, under a court order or custody arrangement), Player Information may be disclosed to the wrong person. The Organization shall promptly update or remove Guardian email addresses as required.

14.The Platform allows the Organization to display its name, logo and colours on the Organization’s pages, sign-in screens and the emails sent to its Guardians. The Organization grants Player Vector a non-exclusive, royalty-free licence to use the Organization’s name, logo and branding materials for that purpose during the Subscription Term, and represents and warrants that it has the right to grant that licence. The Organization is responsible for the branding materials it uploads. The emails the Platform sends to Guardians are transactional messages relating to the Organization’s programs and the Player’s participation.

Free Pilot

15.Player Vector may offer the Organization a free Pilot of the Platform, which unless otherwise agreed in writing is limited to one (1) team of up to twenty-five (25) Players for a period of four (4) months from the date the Pilot is activated. No payment information is required for a Pilot, and the Organization will not be charged unless it elects to move to a paid Subscription Plan by signing an Order Form.

16.This Agreement applies in full to a Pilot, except that no Fees are payable and the Platform is provided during the Pilot without any of the commitments by Player Vector that apply only to paid subscriptions. Either Party may end a Pilot at any time on notice to the other.

17.If the Organization does not move to a paid Subscription Plan by the end of the Pilot, the Organization’s access will end and Player Vector will delete the Organization Data created during the Pilot within thirty (30) days after the Pilot ends, unless the Organization has asked Player Vector before that date to export the Organization Data, in which case Player Vector will provide the export described in the “Effect of Termination and Organization Data on Exit” section of this Agreement.

Fees and Payment

18.The Organization shall pay the fees for its Subscription Plan set out in the Order Form (the “Fees”), plus all applicable taxes. Unless the Order Form provides otherwise, Fees are stated and payable in Canadian dollars, are payable annually in advance for each year of the Subscription Term, and are due within thirty (30) days of the date of Player Vector’s invoice. Prices published on the Website or elsewhere are for information only, and the Fees payable by the Organization are those set out in its Order Form.

19.Fees may be paid by electronic funds transfer, Interac e-Transfer, cheque, pre-authorized debit or such other method as Player Vector makes available. Player Vector also makes card and bank payment available through its third-party payment processor, Stripe, and payment card and bank account details will be entered only on the payment processor’s pages and will not be directly received or stored by Player Vector. If the Organization pays through Stripe, the Organization authorizes Player Vector, through Stripe, to charge the Organization’s payment method on file for the Fees and applicable taxes for each year of the Subscription Term, including each Renewal Term, when due, until the subscription ends.

20.The Fees for each Subscription Plan are based on a maximum number of Active Players. If the number of Active Players exceeds the maximum for the Organization’s Subscription Plan by more than ten percent (10%) for more than thirty (30) consecutive days, Player Vector may, on notice to the Organization, move the Organization to the Subscription Plan that corresponds to its number of Active Players and invoice the difference in Fees, prorated on a daily basis for the remainder of the then-current year of the Subscription Term. The Organization may reduce its number of Active Players (for example, by archiving Players who have left the Organization) before the end of that thirty (30) day period to avoid the change.

21.Any amounts outstanding and owing to Player Vector under this Agreement for more than thirty (30) days shall bear interest, compounded monthly (not in advance), at a rate of 1.5% per month (19.56% per year), until paid in full.

22.If any undisputed amount remains unpaid for more than thirty (30) days after its due date, Player Vector may, on at least ten (10) days’ written notice to the Organization, suspend the Organization’s access (and the access of its Authorized Users) to the Platform until the amount is paid. Suspension does not relieve the Organization of its obligation to pay the Fees, and Player Vector will not delete Organization Data during a suspension except in accordance with the “Effect of Termination and Organization Data on Exit” section of this Agreement.

23.In addition to the Fees, the Organization shall pay all applicable sales taxes, value-added taxes (including GST/HST) and any similar taxes as may be required by law.

Subscription Term and Renewal

24.Each paid subscription begins on the start date set out in the Order Form and continues for the initial term set out in the Order Form, which unless otherwise stated is twelve (12) months (the “Initial Term”).

25.At the end of the Initial Term and each Renewal Term, the subscription will automatically renew for a further period of twelve (12) months (each, a “Renewal Term”, and together with the Initial Term, the “Subscription Term”), unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Initial Term or Renewal Term.

26.Player Vector may change the Fees for a Renewal Term by giving the Organization written notice of the new Fees at least sixty (60) days before the end of the then-current Initial Term or Renewal Term. If the Organization does not wish to renew at the new Fees, it may give notice of non-renewal in accordance with the preceding section. Any discount or locked rate stated in an Order Form applies only for the period stated in that Order Form, and the end of that period is not a change in the Fees for the purposes of this section. Player Vector will nonetheless remind the Organization of the Fees that will apply to its first Renewal Term at least sixty (60) days before the end of the Initial Term.

Termination

27.Either Party may terminate this Agreement on written notice to the other Party if the other Party: (a) breaches any material term of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has bankruptcy or receivership proceedings commenced against it.

28.In addition, Player Vector may suspend the Organization’s access to the Platform, or the access of any Authorized User, immediately on notice if Player Vector reasonably believes that the Organization or an Authorized User is using the Platform in breach of applicable law, in a manner that threatens the security or integrity of the Platform or other customers’ data, or in a manner that places any Player at risk of harm, and may terminate this Agreement if the matter is not resolved to Player Vector’s reasonable satisfaction within ten (10) days. Player Vector may also remove, or disable access to, any Organization Data that Player Vector reasonably believes is unlawful or breaches this Agreement or the Terms of Service, and will notify the Organization when it does so unless prohibited by law. Player Vector has no obligation to monitor or review Organization Data.

29.If this Agreement is terminated by the Organization because of Player Vector’s uncured material breach, or in accordance with the “Grant of Licence” or “Sub-processors” sections of this Agreement, Player Vector shall refund to the Organization the portion of any prepaid Fees that relates to the remainder of the Subscription Term after the effective date of termination. In all other cases, Fees paid are non-refundable, and if Player Vector terminates this Agreement because of the Organization’s uncured material breach, all Fees for the remainder of the then-current year of the Subscription Term become immediately due. Such acceleration of Fees is not an exclusive remedy and is without prejudice to all other rights, remedies and claims of Player Vector under this Agreement, at law or in equity, all of which are expressly reserved.

Effect of Termination and Organization Data on Exit

30.Upon termination or expiry of this Agreement for any reason, the Organization and its Authorized Users shall cease all access to and use of the Platform, except as set out in the next section.

31.For sixty (60) days after the termination or expiry of a paid subscription (the “Export Period”), Player Vector will, on the Organization’s written request, provide the Organization with one export of the Organization Data in CSV format, covering its Players and Guardians, notes, evaluations, development flags and teams, within five (5) business days after receiving the request. Player Vector does not guarantee that the exported Organization Data will be compatible with or usable in any other software or system. During the Export Period, Guardians will no longer have access to the Platform.

32.Within thirty (30) days after the end of the Export Period (or, for a Pilot, within the period set out in the “Free Pilot” section of this Agreement), Player Vector will delete the Organization Data from the Platform. Player Vector may retain (a) records it is required to keep by applicable law, (b) the audit log entries and acceptance records relating to the Organization for so long as reasonably necessary to establish, exercise or defend legal claims, and (c) aggregated usage statistics that do not identify the Organization, any Player or any other individual. Player Vector will confirm deletion in writing on the Organization’s request.

33.Notwithstanding termination or expiry, the provisions of this Agreement governing fees owing, Organization Data on exit, confidentiality, proprietary rights, limitation of liability, indemnification, governing law, dispute resolution, interpretation and any other terms which by their nature extend beyond termination shall survive and continue in full force.

Organization Data

34.As between the Parties, all right, title and interest in and to Organization Data remains with the Organization (or the applicable individual or third party from whom the Organization obtained it). Player Vector does not acquire any ownership interest in Organization Data under this Agreement.

35.The Organization grants Player Vector a non-exclusive, worldwide, royalty-free licence during the Subscription Term (and thereafter for as long as Player Vector retains Organization Data in accordance with this Agreement) to host, store, copy, transmit, display, process and otherwise use Organization Data solely as necessary to: (a) provide, operate, secure, maintain and support the Platform for the Organization and its Authorized Users, including the AI Features; (b) prevent or address technical, security or fraud issues; (c) respond to the Organization’s and its Authorized Users’ instructions and support requests; and (d) comply with applicable law. Player Vector may sublicense these rights to its Sub-processors solely to the extent necessary for them to provide services to Player Vector in support of the Platform.

36.Player Vector shall not: (a) sell, rent or trade Organization Data; (b) use Organization Data for advertising or marketing to any Player or Guardian; (c) use Organization Data, or permit any Sub-processor to use Organization Data, to train, fine-tune or otherwise improve any artificial intelligence or machine learning model; (d) except with the Organization’s express consent and the consent of any individuals whose information will be used, disclose Organization Data to any third party in identifiable form, except to its Sub-processors in accordance with this Agreement, or as required by applicable law; or (e) make Player Information publicly available or create public profiles of Players. A transfer of Organization Data to a successor in accordance with the “Assignment” section of this Agreement is not a sale, rent or trade of Organization Data, or a disclosure to a third party, for the purposes of this section.

37.Player Vector may compile aggregated statistics about the use of the Platform (such as the number of evaluations completed, feature usage and system performance) that do not contain Organization Data in identifiable form and do not identify the Organization, any Player or any other individual (“Usage Statistics”), and may use Usage Statistics to operate, support, improve and bill for the Platform and to describe its business.

38.The Organization is responsible for: (a) the accuracy, quality and legality of Organization Data; (b) the means by which the Organization acquired Organization Data, including the consents described in this Agreement; and (c) keeping any copies of Organization Data it wishes to retain outside the Platform. While Player Vector may maintain backups of the Platform for disaster-recovery purposes, it does not provide a backup service for the Organization and does not guarantee that Organization Data that has been deleted can be restored.

Privacy

39.Player Vector’s collection, use and disclosure of personal information in connection with the Platform and the Website is described in the Privacy Policy, which is incorporated by reference into this Agreement.

Use of AI

40.The Platform includes features powered by artificial intelligence, machine learning and large language models provided by third-party service providers (“AI Service Providers”), including features that convert coaches’ spoken feedback to text, draft notes about individual Players from a coach’s transcript, draft parent-facing versions of notes, draft evaluation comments and parent summaries, and suggest development flags. The Organization agrees and acknowledges that:

(a)Nature of AI Output. AI Features are provided solely as drafting and decision-support tools for coaches. They rely on probabilistic models that are inherently imperfect and may produce output that is inaccurate, incomplete, biased, inappropriate in tone, attributed to the wrong Player, or entirely fabricated (including the phenomenon commonly referred to as “hallucination”). AI Features do not verify, and cannot verify, the accuracy of a coach’s input or the appropriateness of any output for a particular Player;

(b)Coach Review Required. The Platform is designed so that no output of the AI Features is published to a Guardian, included in an evaluation or acted upon until a Staff member has reviewed and approved it. The Organization is solely responsible for ensuring that a Staff member reviews, verifies and, where appropriate, corrects or discards every output of the AI Features before it is published, shared or relied upon;

(c)Decisions About Players. AI Features do not make decisions about Players. Development flags, rankings and similar suggestions are advisory only;

(d)Guardian Opt-Out. Each Guardian may opt a Player out of the AI drafting features through the Platform. Where a Guardian of a Player opts out (through the Platform, or through an opt-out the Organization records when it adds the Player to the Platform), Player Vector will exclude that Player from the AI drafting features and will use reasonable efforts to remove the Player’s name from transcripts before they are submitted to the AI Features. The Organization acknowledges that a transcript prepared for other Players may still refer to an opted-out Player in a way that cannot reliably be detected, such as by a misspelled name or a description. The Organization acknowledges that coaches’ voice recordings will continue to be converted to text for an opted-out Player, and shall ensure that its coaches respect each opt-out; and

(e)AI Service Providers. Information submitted to the AI Features is transmitted to and processed by the AI Service Providers listed in the Privacy Policy.

Proprietary Rights

41.All rights, title and interest in and to the Platform, the Website and all intellectual property rights associated therewith, including all software, evaluation frameworks, default templates, designs and documentation, and all updates, customizations and improvements to them (even if requested by the Organization or based on the Organization’s feedback), are and will remain the exclusive property of Player Vector and its licensors. Nothing in this Agreement constitutes an assignment or transfer of Player Vector’s intellectual or proprietary property or a licence of it other than the limited licence granted in this Agreement.

42.The evaluation templates and criteria that the Organization creates on the Platform form part of Organization Data, but the Organization grants Player Vector a perpetual, royalty-free licence to use the structure of those templates (without any Organization Data relating to any individual) to improve the Platform’s default templates. If the Organization or its Authorized Users provide any feedback, suggestions or ideas about the Platform, Player Vector may use them for any purpose without obligation to the Organization.

Restrictions

43.The Organization agrees not to, and shall ensure that its Authorized Users do not:

(a)copy, create derivative works of, commercialize, publish, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying structure, know-how or trade secrets of the Platform;

(b)distribute, sublicense or otherwise make the Platform available to any third party, other than its own Authorized Users in the ordinary course;

(c)use the Platform to evaluate or keep records about any individual who is not a Player on one of the Organization’s teams;

(d)use any trademark or trade name of Player Vector, other than to identify that the Organization uses the Platform, without Player Vector’s express written permission;

(e)use the Platform, or any data obtained through it, in violation of any applicable law, rule or regulation, including applicable privacy, human rights and anti-spam legislation; or

(f)upload to the Platform any content that is unlawful, defamatory, harassing, discriminatory, sexually explicit, or that infringes the rights of any third party.

44.The Organization shall ensure that its Authorized Users comply with the Terms of Service, and shall be responsible to Player Vector for any failure by a Staff member to do so. The Organization’s responsibility under this section is in addition to, and does not limit or replace, any liability of the Staff member to Player Vector under the Terms of Service, and Player Vector may enforce its rights against the Organization, the Staff member, or both.

Confidentiality

45.All non-public, confidential or proprietary information of Player Vector, including software, designs, plans, security information, pricing, discounts and the terms of any Order Form, whether or not marked as confidential (“Player Vector Confidential Information”), is confidential. The Organization shall keep Player Vector Confidential Information confidential and shall not use it except for the purpose of using the Platform in accordance with this Agreement.

46.The foregoing obligation does not apply to information (other than personal information) that: (a) is or becomes public other than through a breach of this Agreement; (b) is known to the receiving Party at the time of disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s confidential information; or (d) is rightfully obtained by the receiving Party on a non-confidential basis from a third party. Nothing shall preclude either Party from disclosing confidential information if required to do so by law, whether pursuant to court order, subpoena or other legal process, provided that the disclosing Party gives prompt notice (if permitted by law) to the other Party to enable it to seek a protective order or other appropriate remedy.

Disclaimers

47.THE PLATFORM (INCLUDING ALL AI FEATURES) IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLAYER VECTOR MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE AI FEATURES OR ANY OUTPUT GENERATED BY THEM, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR FREEDOM FROM ERROR, BIAS OR HALLUCINATION. PLAYER VECTOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO REPRESENTATION AS TO THE UPTIME OF THE PLATFORM.

48.WITHOUT LIMITING THE FOREGOING, THE ORGANIZATION ACKNOWLEDGES THAT THE PLATFORM IS A TOOL FOR RECORDING AND COMMUNICATING COACHES’ OBSERVATIONS, AND THAT PLAYER VECTOR DOES NOT PROVIDE COACHING, ATHLETIC, MEDICAL, CONCUSSION, SAFEGUARDING OR CHILD-WELFARE ADVICE. THE PLATFORM IS NOT A SYSTEM FOR REPORTING OR RESPONDING TO INJURIES, ABUSE, CONCUSSIONS OR OTHER SAFETY OR WELFARE CONCERNS, WHICH THE ORGANIZATION SHALL HANDLE THROUGH ITS OWN POLICIES AND THE APPROPRIATE AUTHORITIES.

Limitation of Liability

49.TO THE FULLEST EXTENT PERMITTED BY LAW, PLAYER VECTOR AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, THE “PLAYER VECTOR PARTIES”) SHALL NOT BE LIABLE TO THE ORGANIZATION, HOWSOEVER CAUSED AND REGARDLESS OF LEGAL THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF REGISTRATIONS OR GOODWILL, OR ANY OTHER ECONOMIC LOSS, WHETHER OR NOT THE PLAYER VECTOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

50.IN THE EVENT ANY PLAYER VECTOR PARTY IS FOUND LIABLE TO THE ORGANIZATION ON ANY BASIS WHATSOEVER, THE ORGANIZATION AGREES THAT THE AGGREGATE LIABILITY OF ALL PLAYER VECTOR PARTIES FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PLATFORM OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL NOT EXCEED THE GREATER OF: (i) CAD $5,000; OR (ii) THE TOTAL FEES PAID OR PAYABLE BY THE ORGANIZATION TO PLAYER VECTOR IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS CAP. DURING A PILOT, THE CAP IS CAD $5,000.

51.NOTHING IN THIS AGREEMENT LIMITS LIABILITY FOR FRAUD, WILFUL MISCONDUCT OR GROSS NEGLIGENCE, THE ORGANIZATION’S OBLIGATION TO PAY FEES, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

52.THE ORGANIZATION ACKNOWLEDGES THAT PLAYER VECTOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

Indemnification

53.The Organization agrees to indemnify the Player Vector Parties, and to defend and hold each of them harmless, from any and all claims, complaints, investigations, fines, penalties and liabilities (including reasonable legal fees) which may arise from:

(a)a breach of this Agreement or the Terms of Service by the Organization or its Staff;

(b)the Organization’s failure to obtain, record or honour any consent required by this Agreement or applicable law, including any claim that Player Information or Guardian Information was added to the Platform without a lawful basis;

(c)any Organization Data, including any evaluation, note, recording or other content entered or approved by a Staff member, and any decision the Organization or its Staff make about a Player;

(d)the Organization’s failure to comply with its obligations as a sports organization, including under Rowan’s Law, any governing-body rules, and its own codes of conduct and safeguarding policies;

(e)the Organization’s branding materials; and

(f)the Organization or its Staff violating any third party’s rights or applicable law.

54.Player Vector agrees to indemnify the Organization, and to defend and hold it harmless, from any and all claims and liabilities (including reasonable legal fees) which may arise from a claim that the Platform, as provided by Player Vector and used by the Organization in accordance with this Agreement, infringes a third party’s Canadian intellectual property rights.

55.The indemnified party shall give the indemnifying party prompt notice of any claim, allow it to control the defence and settlement of the claim (provided it may not settle a claim in a way that imposes any obligation or admission on the indemnified party without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

Sub-processors and Third-Party Services

56.The Organization authorizes Player Vector to engage the Sub-processors listed in the Privacy Policy (as that list is updated in accordance with this section) to host, process and transmit Organization Data in support of the Platform. Player Vector shall enter into a written agreement or terms of service with each Sub-processor governing the access to and use of Organization Data.

57.Player Vector shall give the Organization at least thirty (30) days’ notice, by email to the Organization’s notice address and by updating the list in the Privacy Policy, before adding or replacing a Sub-processor that will process Player Information, or moving the processing of Player Information to a new country. If the Organization reasonably objects to the change on privacy or security grounds, the Parties shall discuss the objection in good faith, and if it is not resolved before the change takes effect, the Organization may terminate this Agreement on written notice and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term. Despite the foregoing, where Player Vector reasonably determines that a change is urgently needed to protect the security, integrity or availability of the Platform or of Organization Data (for example, following a security incident at a Sub-processor), Player Vector may make the change on shorter notice or without prior notice, and will notify the Organization as soon as reasonably practicable, in which case the Organization’s right to object and terminate applies from the date of that notice.

58.TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS SET OUT IN THIS SECTION, THE PLAYER VECTOR PARTIES SHALL NOT BE LIABLE TO THE ORGANIZATION FOR ANY LOSS OR DAMAGE ARISING FROM ANY OUTAGE, ERROR OR FAILURE OF A THIRD-PARTY SERVICE, INCLUDING ANY HOSTING, EMAIL DELIVERY, SPEECH-TO-TEXT OR AI SERVICE, THAT IS OUTSIDE PLAYER VECTOR’S REASONABLE CONTROL.

Extraordinary Events

59.Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, flood, fire, storms, war, terrorism, civil disturbance, acts of governmental authorities, pandemics and public health orders, labour disruptions, failures of telecommunications carriers or utilities, cyberattacks, malware, denial-of-service attacks, and outages or failures of hosting, data-centre, email, speech-to-text or AI service providers (each, an “Extraordinary Event”). If an Extraordinary Event prevents the Platform from being accessible by the Organization for more than thirty (30) consecutive days during a paid Subscription Term, the Organization may terminate this Agreement on notice and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term, which shall be its sole remedy for the Extraordinary Event.

Changes to this Agreement

60.Player Vector may update this Agreement from time to time by posting a revised version on the Website and giving the Organization at least thirty (30) days’ notice by email to the Organization’s notice address. An update takes effect for the Organization at the start of the Organization’s next Renewal Term, unless the Organization agrees to it earlier. If the Organization does not wish to accept the update, it may elect not to renew by giving notice of non-renewal in accordance with the “Subscription Term and Renewal” section, in which case this Agreement will end at the end of the then-current Subscription Term and the update will not apply to the Organization. A signed Order Form may only be amended by a written instrument signed by both Parties. Each version of this Agreement will remain available at its own permanent web address, and each Order Form identifies the version of this Agreement signed, which applies to it subject to any update that takes effect under this section.

Other Provisions

61.Notices. Any notice under this Agreement shall be in writing and shall be sufficiently given if sent by email: (i) to Player Vector at legal@playervector.com, or (ii) to the Organization at the notice email address set out in the Order Form or, if none, the email address of the Organization’s account owner on the Platform, or to such other email address as a Party may designate by notice or regularly use in the Organization’s correspondence with Player Vector.

62.Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Player Vector may assign this Agreement without the Organization’s consent in connection with a merger, amalgamation, corporate reorganization, or a sale of all or substantially all of its assets or shares, provided the assignee agrees in writing to be bound by this Agreement. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

63.Governing Law. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and any Canadian federal laws applicable therein, without regard to any conflicts of laws principles that would apply the laws of another jurisdiction.

64.Dispute Resolution. If any dispute arises between the Parties relating to the application, interpretation, implementation, or validity of this Agreement, the Parties agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules. The Parties agree that the ADR Chambers Expedited Arbitration Rules give the Parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, or virtually at the discretion of the arbitrator, and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There shall be no appeal on questions of fact, law, or mixed fact and law. Notwithstanding the foregoing, either Party may bring a claim within the monetary jurisdiction of the Small Claims Court of Ontario in that court. Nothing in this section prevents either Party from seeking urgent injunctive relief from a court of competent jurisdiction.

65.The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

66.Entire Agreement and Order of Precedence. This Agreement, together with each Order Form and all documents incorporated by reference (including the Terms of Service and the Privacy Policy), constitutes the entire agreement between the Parties with respect to its subject matter. In the event of a conflict, the following order of precedence applies: (i) an Order Form, but only with respect to its commercial terms (Subscription Plan, Fees, Subscription Term and any special terms expressly stated to override this Agreement); (ii) the body of this Agreement; (iii) the Terms of Service; and (iv) the Privacy Policy. Any summary, explanation or other text shown in Player Vector’s online sign-up process or on the Website, other than an Order Form and this Agreement, is provided for convenience only, does not form part of this Agreement and does not change or interpret it.

67.Interpretation. If an ambiguity or question of intent arises with respect to any provision of this Agreement, the Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favouring or disfavouring either Party by virtue of authorship.

68.It is agreed that any provision of this Agreement in which the Organization covenants or which obligates the Organization to waive rights in favour of, limit the liability of, hold harmless or indemnify any person or entity who is not a party to this Agreement (such as Player Vector’s directors, officers, shareholders, employees and others), that such waivers, covenants and obligations are accepted by Player Vector as agent and trustee for each such third party. Player Vector declares itself trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by Player Vector on behalf of any such third party.

69.Severability. The invalidity or unenforceability of any provision or part of any provision of this Agreement shall not affect the validity or enforceability of any other provision or part of the Agreement, and any such invalid or unenforceable provision or part thereof shall be deemed to be separate, severable and distinct.

70.Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.

71.Electronic Signature, Formation and Records. The Parties may sign an Order Form electronically, including by a drawn or typed signature through Player Vector’s online sign-up process, and an electronic signature has the same effect as a handwritten one. An Order Form signed by the Organization is an offer that becomes binding when Player Vector countersigns it. Before Player Vector countersigns, Player Vector may permit the Organization to set up payment and branding, but the Organization shall not add any Player Information or Guardian Information to the Platform until Player Vector has countersigned. Player Vector will keep a record of the version of this Agreement and of the Order Form signed and the date and time of each signature, and will email a copy of the fully signed Order Form to the Organization’s signatory and to its notice email address. A signature applied through the online sign-up process by a person whose email address has been verified by a one-time code sent to it, including a person to whom the invitation was forwarded, is that person’s signature, and Player Vector may rely on it, and on the signatory’s confirmation of authority, as binding the Organization.