Terms and Conditions

This LeagueUp Terms of Service ("Agreement") is entered into by and between the LeagueUp entity set forth below ("LeagueUp") and the entity or person creating and accessing LeagueUp Services ("Organisation" or "you"). If you are accessing or using the Services on behalf of your organisation, you represent that you are authorised to accept this Agreement on behalf of your organisation, and all references to "Organisation" or "you" reference your organisation.

This Agreement permits Organisation to subscribe to and optionally purchase online software-as-a-service products and other services from LeagueUp pursuant to any LeagueUp ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Organisation’s initial use on the Effective Date as well as any future use and purchases made by Organisation that reference this Agreement.

The "Effective Date" of this Agreement is the date which is the earlier of (a) Organisation's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

As used in this Agreement, "LeagueUp" means LeagueUp Pty Ltd, a Proprietary Limited company, ABN: 14 641 552 687, PO Box 2375, Richmond, Victoria, 3121, AUSTRALIA.

Modifications to this Agreement: From time to time, LeagueUp may modify this Agreement. Organisation is required to re-visit this Agreement regularly to stay informed about the terms and conditions under which the Services will be delivered.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN COURT HEARINGS. PLEASE READ IT CAREFULLY.

"Administrator" means an employee or Contractor of Organisation or its Affiliate who has been given full administrator permissions, as defined in the Documentation, to access the Service.

"Affiliate" means any entity under the control of Organisation where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.

"Contractor" means an independent contractor or consultant who is not a competitor of LeagueUp.

"Dashboard" means LeagueUp’s user interface for accessing and administering the Services that Organisation may access via the web or the LeagueUp Apps.

"Documentation" means the technical and user documentation provided with the Services, hosted on https://support.leagueup.com.

"Feedback" means comments, questions, suggestions or other feedback relating to any LeagueUp product or service.

"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

"Privacy Policy" means the LeagueUp Privacy Policy found at https://support.leagueup.com/en/articles/4106281-privacy-policy

"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU Data Protection Directive 95/46/EC or any successor directive or regulation).

"Services" means LeagueUp’s proprietary software-as-a-service solution(s), including the Dashboard, LeagueUp application programming interfaces (APIs), LeagueUp Code and LeagueUp Apps, as described in the applicable Order Form.

"LeagueUp App" means any mobile application or desktop client software included in the applicable Service that is made available by LeagueUp.

"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of LeagueUp.

"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by LeagueUp that are integrated with Services as described in the Documentation.

"Users" means all of the individual user accounts listed on the users page of the Organisation Account, the Organisation’s administrators, the Organisation’s end users (“organisation users”), the Organisation’s potential users, and other users of and visitors to the Organisation Account and Organisation Website.

"Organisation Account" means the Organisation’s LeagueUp-hosted website with a unique subdomain (e.g. myorganisation.LeagueUp.com), including all its URLs and pages, which Organisation uses as a booking platform.

"Organisation Data" means any data of any type that is submitted to the Services by or on behalf of Organisation, including without limitation: (a) data submitted, uploaded or imported to the Services by Organisation or Users (including from Third Party Platforms) and (b) data provided by or about Users (including booking information) that are collected from the Organisation using the Services. Organisation Data includes any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Organisation Website" means the Organisation’s own independent website not managed, owned or hosted by LeagueUp.

2.1. Services Overview. LeagueUp’s Service is a software-as-a-service solution offered to subscribing Organisations through a single platform. The Services are designed to enable Organisation to manage sports leagues through the entire lifecycle of their relationship with Organisation.

2.2. Provision of Services. Each Service is provided on a renewing subscription basis until termination with respect to Section 7.1. If Organisation chooses to enable paid after Effective Date, this is provided on a subscription basis for a Subscription Term designated on the Order Form.

2.3. Access to Services. Organisation may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted for Users. If Organisation is given API keys or passwords to access the Services on LeagueUp’s systems, Organisation will require that all Administrators keep API keys, user ID and password information strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. If Users are accessing the Services using credentials provided by a third party (e.g., Google), then Users will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Organisation will be responsible for any and all actions taken using Organisation’s API keys, accounts and passwords. If any Administrator who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Organisation, then Organisation will immediately delete such user ID and otherwise terminate such Administrator’s access to the Service.

2.4. LeagueUp Apps. To the extent LeagueUp provides LeagueUp Apps for use with the Services, subject to all of the terms and conditions of this Agreement, LeagueUp grants to Organisation a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the LeagueUp Apps internally, but only in connection with Organisation’s use of the Service and otherwise in accordance with the Documentation and this Agreement.

2.5. Deployment of LeagueUp Code. Subject to all of the terms and conditions of this Agreement, LeagueUp grants to Organisation a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the LeagueUp Code in the form provided by LeagueUp on Organisation Website solely to support Organisation’s use of the Service and otherwise in accordance with the Documentation and this Agreement. Organisation may implement LeagueUp Code on the Organisation Website in order to enable embedding of the LeagueUp Service on the Organisation Website, and in such cases will implement all LeagueUp Code in strict accordance with the Documentation and other instructions provided by LeagueUp. Organisation acknowledges that any changes made to the Organisation Website after initial implementation of LeagueUp Code may cause the Services to cease working or function improperly and that LeagueUp will have no responsibility for the impact of any such Organisation changes.

2.6. Contractors and Affiliates. Organisation may permit its Contractors and its Affiliates' employees and Contractors to serve as Administrators, provided Organisation remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Organisation.

2.7. General Restrictions. Organisation will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to LeagueUp); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by LeagueUp" designation that may appear as part of the deployment of the Services on Organisation Website and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

2.8. LeagueUp APIs. If LeagueUp makes access to any APIs available as part of the Services, LeagueUp reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, LeagueUp may monitor Organisation’s usage of such APIs and limit the number of calls or requests Organisation may make if LeagueUp believes that Organisation’s usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on LeagueUp).

2.9. Trial Subscriptions. If Organisation receives free access or a trial or evaluation subscription to paid features of the Service (a "Trial Subscription"), then Organisation may use the relevant paid features of the Services in accordance with the terms and conditions of this Agreement for a period of thirty (30) days or such other period granted by LeagueUp (the "Trial Period"). Trial Subscriptions are permitted solely for Organisation’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Organisation does not enter into a paid Subscription Term, Organisation’s access and use the Services will be suspended at the end of the Trial Period. LeagueUp has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LeagueUp WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

3.1. Rights in Organisation Data. As between the parties, Organisation will retain all right, title and interest (including any and all intellectual property rights) in and to the Organisation Data as provided to LeagueUp. Subject to the terms of this Agreement, Organisation hereby grants to LeagueUp a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Organisation Data solely to the extent necessary to provide the Services to Organisation.

3.2. Storage of Organisation Data. LeagueUp will store Organisation Data and make such data available through the Services on behalf of Organisation in accordance with Privacy Policy. LeagueUp agrees only that it will not intentionally delete any Organisation Data from any Service prior to termination of Organisation’s applicable Subscription Term.

3.3. Organisation Obligations.

a) In General. Organisation is solely responsible for the accuracy, content and legality of all Organisation Data. Organisation represents and warrants to LeagueUp that Organisation has all necessary rights, consents and permissions to collect, share and use all Organisation Data as contemplated in this Agreement (including granting LeagueUp the rights in Section 3.1 (Rights in Organisation Data)) and that no Organisation Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Organisation Website or Organisation’s accounts with any Third-Party Platforms. If Organisation submits Organisation Data to the Services on behalf of any User, unambiguous consent of that User must be presentable to LeagueUp and any relevant supervising authorities on request if required by law. Organisation will be fully responsible for any Organisation Data submitted to the Services by any User as if it was submitted by Organisation.

b) No Sensitive Personal Information. Organisation specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Organisation acknowledges that LeagueUp is not a Business Associate or subcontractor as those terms are defined in HIPAA and that the Services are not HIPAA compliant. The collection of payment-card information is permitted within the dedicated and Stripe-hosted (via iframe technology) form controls for payment-card entry as described in Documentation (for booking payment and subscription payment). Organisation acknowledges that LeagueUp is not a payment-card processor of raw payment-card information and that the Services are not PCI DSS compliant if Organisation enters raw payment-card information into the services using other means. LeagueUp will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

c) Compliance with Laws. Organisation agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Organisation will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.

d) Disclosures on Organisation Website. Organisation acknowledges that the LeagueUp Code causes the Services to be accessible to each User who accesses the Organisation Website. Organisation will include on each Organisation Website a link to its privacy policy that discloses Organisation’s use of third party services to collect data about Users as described in this Agreement. Organisation’s privacy policy must disclose how, and for what purposes, the data collected through LeagueUp Code will be used or shared with LeagueUp as part of the Services. Organisation must also provide Users with clear and comprehensive information about the storing and accessing of cookies or other information on the Users’ devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Organisation and LeagueUp, Organisation will be solely responsible for obtaining the necessary clearances, consents and approvals from Users under all applicable Laws.

3.4. Indemnification by Organisation. Organisation will indemnify, defend and hold harmless LeagueUp from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Organisation Data or breach or alleged breach by Organisation of Section 3.3 (Organisation Obligations). This indemnification obligation is subject to Organisation receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Organisation to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all necessary cooperation of LeagueUp at Organisation’s expense. Notwithstanding the foregoing sentence, (a) LeagueUp may participate in the defence of any claim by counsel of its own choosing, at its cost and expense and (b) Organisation will not settle any claim without LeagueUp’s prior written consent, unless the settlement fully and unconditionally releases LeagueUp and does not require LeagueUp to pay any amount, take any action, or admit any liability.

3.5. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Organisation agrees that LeagueUp may obtain and aggregate technical and other data about Organisation’s use of the Services that is non-personally identifiable with respect to Users ("Aggregated Anonymous Data"), and LeagueUp may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Organisation and other LeagueUp customers. For clarity, this Section 3.5 does not give LeagueUp the right to identify Organisation as the source of any Aggregated Anonymous Data.

LeagueUp agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or Organisation Data. However, LeagueUp will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond LeagueUp’s control.

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Organisation may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Organisation authorises LeagueUp to access Organisation’s accounts with such Third-Party Platform for the purposes described in this Agreement. Organisation is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Organisation acknowledges and agrees that LeagueUp has no responsibility or liability for any Third-Party Platform or any Organisation Data exported to a Third-Party Platform. LeagueUp does not guarantee that the Services will maintain integrations with any Third-Party Platform and LeagueUp may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Organisation. For clarity, this Agreement governs Organisation’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

6.1. LeagueUp Technology. This is a subscription agreement for access to and use of the Services. Organisation acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Organisation under this Agreement. Organisation agrees that LeagueUp or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "LeagueUp Technology"). Except as expressly set forth in this Agreement, no rights in any LeagueUp Technology are granted to Organisation. Further, Organisation acknowledges that the Services are offered as an on-line, hosted solution, and that Organisation has no right to obtain a copy of any of the Services, except for LeagueUp Code and the LeagueUp Apps in the format provided by LeagueUp.

6.2. Feedback. Organisation, from time to time, may and is encouraged to submit Feedback to LeagueUp. LeagueUp may freely use Feedback in connection with any

of its products or services.

7.1. Subscription Term and Renewals. At the Effective Date, the Organisation automatically begins Service access with a 30 day trial subscription ("Trial Subscription"). If Organisation chooses to subscribe to a paid Subscription after Effective Date, Organisation can choose through Order Form a recurring Subscription Term of one month or one year. Each Subscription Term, will automatically renew for an additional Subscription Term interval until the termination date (“Termination Date”) is reached. The Termination Date is either (i) the date on which Organisation explicitly chooses to delete the Organisation Account, or (ii) in the event that LeagueUp is unable to provide the Services in an ongoing manner, the future date that LeagueUp gives Organisation written notice of at least least twenty (20) days in advance. At all times, Organisation can view subscription status information in the “Subscription” page of the Organisation Account settings.

7.2. Fees and Payment. If Organisation decides to subscribe to the paid service, all fees are as set forth in the applicable Order Form and will be paid by Organisation via Credit Card (as defined below). Except as expressly set forth in Section 9 (Limited Warranty), all fees are non-refundable. All subscription charges are in United States Dollars (USD). Organisation is responsible for any currency-exchange fees that may be incurred by Organisation when paying fees.

7.3. Payment Via Credit Card. By purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:

7.4. Suspension of Service. If Organisation’s paid subscription is three (3) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), LeagueUp reserves the right to suspend Organisation’s access to the applicable Service (no new bookings possible on Organisation Account) without liability to Organisation until such amounts are paid in full.

8.1. Term. This Agreement is effective as of the Effective Date and expires on the Termination Date as defined in Section 7.1.

8.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Organisation will immediately cease any and all use of and access to all Services (including any and all related LeagueUp Technology) and delete (or, at LeagueUp’s request, return) any and all copies of the Documentation, any LeagueUp passwords or access codes and any other LeagueUp Confidential Information in its possession. Provided this Agreement was not terminated for Organisation’s breach, Organisation may retain and use internally copies of all reports exported from any Service prior to termination. Organisation acknowledges that following termination it will have no further access to any Organisation Data input into any Service, and that LeagueUp may delete any such data as may have been stored by LeagueUp at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Organisation Data), 3.4 (Indemnification by Organisation), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 12 (Limitation of Remedies and Damages), 13 (Confidential Information) and 14 (General Terms).

9.1. Limited Warranty. LeagueUp warrants, for Organisation’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. LeagueUp’s sole liability (and Organisation’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Organisation, for LeagueUp to use commercially reasonable efforts to correct the reported non-conformity, or if LeagueUp determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Organisation will receive as its sole remedy a refund of any fees Organisation has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Organisation makes a claim within thirty (30) days of the date on which Organisation first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

9.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL Services ARE PROVIDED "AS IS". NEITHER LeagueUp NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. LeagueUp DOES NOT WARRANT THAT Organisation’s USE OF THE Services WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES LeagueUp WARRANT THAT IT WILL REVIEW THE Organisation Data FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE Organisation Data WITHOUT LOSS OR CORRUPTION. LeagueUp SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. LeagueUp SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF LeagueUp. VENUE MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

LeagueUp is not liable for any charge-related fees or penalties charged to the Organisation by payment providers integrated with LeagueUp (such as Stripe). Such fees and penalties include, but are not limited to: payment-provider transaction fees, monthly service fees, account-keeping fees, credit-card chargebacks and fees resulting from other charge-dispute mechanisms exercised by Users.

LeagueUp uses high ethical standards and respects User privacy. LeagueUp will duly and diligently safeguard and protect the privacy and confidentiality of Organisation Data, including User personal information. Privacy Policy includes further details.

12.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2. Liability Cap. LeagueUp’S AND ITS SUPPLIERS' ENTIRE LIABILITY TO VENUE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY VENUE TO LeagueUp DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

12.3. Excluded Claims. "Excluded Claims" means any claim arising (a) from Organisation’s breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Organisation Obligations) or 3.4 (Indemnification by Organisation); or (c) from a party's breach of its obligations in Section 13 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).

12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any LeagueUp Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of LeagueUp without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for LeagueUp, the subcontractors referenced in Section 14.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 13 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 13. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

14.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorised under this Section 14.1 will be null and void.

14.2. Severability. If any provision of this Agreement will be 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.

14.3. Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute").

If an Initial Notice of Dispute is being sent to LeagueUp it must be emailed to

info@leagueup.com and sent via mail to:

Attn: Legal Department

LeagueUp Pty Ltd

PO Box 2375

Richmond, Victoria,3121

Australia

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration in accordance with Australian law.

b) Choice of Law and Jurisdiction. IF THE PARTIES ARE UNABLE TO REACH A RESOLUTION OF THE DISPUTE THROUGH Direct Dispute Resolution WITHIN THIRTY (30) DAYS OF THE RECEIPT OF THE Initial Notice of Dispute, VENUE AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN VICTORIA, AUSTRALIA. IN ANY DISPUTE, AUSTRALIAN LAW SHALL APPLY.

c) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH VENUE AND LeagueUp AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

d) Injunctive Relief. Notwithstanding the above provisions, LeagueUp may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in Section 14.3 or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.

14.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorised 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 authorised representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Organisation will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

14.6. 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. Organisation acknowledges that the Services are online, subscription-based products, and that in order to provide improved customer experience LeagueUp may make changes to the Services, and LeagueUp will update the applicable Documentation accordingly.

14.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

14.8. Subcontractors. LeagueUp may use the services of subcontractors and permit them to exercise the rights granted to LeagueUp in order to provide the Services under this Agreement, provided that LeagueUp remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.

14.9. Subpoenas. Nothing in this Agreement prevents LeagueUp from disclosing Organisation Data to the extent required by law, subpoenas, or court orders, but LeagueUp will use commercially reasonable efforts to notify Organisation where permitted to do so.

14.10. 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.

14.11. Export Control. In its use of the Services, Organisation agrees to comply with all export and import laws and regulations of Australia and other applicable jurisdictions. Without limiting the foregoing, (i) Organisation represents and warrants that it is not listed on any Australian government list of prohibited or restricted parties or located in (or a national of) a country that is subject to an Australian government embargo or that has been designated by the Australian government as a "terrorist supporting" country, and (ii) Organisation will not (and will not permit any of its Users to) access or use the Services in violation of any Australian export embargo, prohibition or restriction.

14.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.

If you have any questions or would like further information, please contact us via the following E-mail:

info@leagueup.com