TeamLinkt Organization Subscription Agreement
Last Updated: September 10, 2026
Provider: QuickLinkt Solutions Inc., operating as TeamLinkt ("TeamLinkt", "we", "us", "our")
Address: 107 - 15 Innovation Boulevard Saskatoon, SK S7N 2X8
About these Terms
These Organization Subscription Agreement ("Agreement" or “Subscription Agreement”) govern access to and use of the TeamLinkt Cloud Service (“Cloud Service”) by the entity acquiring a Subscription such as sports organizations, leagues, clubs, associations, schools, and similar entities ("Organizations"). End users (parents, youth, and children) of the TeamLinkt platform are governed by the separate TeamLinkt Terms of Use <link>.
This Subscription Agreement contains important information regarding your Organization’s legal rights including MANDATORY ARBITRATION, NO CLASS RELIEF, AND A WAIVER OF YOUR ORGANIZATION’S RIGHT TO A JURY TRIAL. Please read this Subscription Agreement and any other agreements or terms referenced below carefully.
BY USING THE CLOUD SERVICES, ON BEHALF OF YOUR ORGANIZATION, YOU ACCEPT AND AGREE THAT YOUR ORGANIZATION WILL BE BOUND AND ABIDE BY THIS AGREEMENT AND OUR PRIVACY POLICY.
1 General
1.1 Acceptance of the Subscription Agreement
You and your Organization may access the Cloud Services in accordance with this Agreement. You represent that you have read, understood, and that your Organization agrees to be bound by this Subscription Agreement in connection with your Organization’s access to and/or use of the Cloud Services. By using the Cloud Services, your Organization will be deemed to have agreed to this Agreement. The terms “Administrator” (as defined below), “you” and “your,” as used throughout the Agreements, apply to both you and the Organization together. You represent that you have the authority to bind your Organization and by accessing or using the Cloud Services, you acknowledge that the Organization accepts and agrees to be bound by the Agreement. If you do not agree with (or cannot comply with) the Agreement, then you should not proceed, and the Organization may not use or access the Cloud Services.
1.2 Definitions. The following definitions apply throughout the Agreements:
“Administrator(s)”: the person(s) nominated by the Organization that is responsible for or has control over the use and administration of the Organization’s use of the Cloud Services and includes anyone who is given administrative access to the Cloud Services.
"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
"Agreement" means the Order Form between TeamLinkt and the Organization as governed by these Terms.
"Applicable Data Protection Laws" means all laws relating to the processing of personal data, privacy and security, including, without limitation, the California Consumer Privacy Act, the California Privacy Rights Act, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, the UK Data Protection Act 1998, the UK GDPR, the EU General Data Protection Regulation 2016/679, the EU Privacy and Electronic Communications Directive 2002/58/EC, the Personal Information Protection and Electronic Documents Act (Canada) and substantially similar provincial laws, as implemented in each jurisdiction, and all amendments, or all other applicable or replacement international, regional, state, provincial, federal or national data protection laws and regulations the laws that govern how the Cloud Service may process or use personal information, including PIPEDA, Quebec's Law 25, provincial privacy legislation in Canada, COPPA, CCPA/CPRA, and equivalent laws.
"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to TeamLinkt or the Organization.
"Child" means an individual under the age of 14. For the sake of clarity, this age threshold is set to satisfy both the COPPA Child threshold (under 13) and Quebec's Law 25 child-consent threshold (under 14), using the more protective standard.
"Children's Personal Information" or "CPI" means personal information, as defined in 16 C.F.R. § 312.2, collected online from or about a Child User.
"Cloud Service" means the TeamLinkt platform as described in the Order Form, including team and league management, registrations, scheduling, communications, payments, AI features (Emi and the public AI Assistant), and all related product functionality.
"Documentation" means the usage manuals and instructional materials for the Cloud Service made available by TeamLinkt.
"DPA" means the Data Processing Addendum referenced in Section 3.1 and available upon request from privacy@teamlinkt.com.
"Organization Content" means data, information, or materials submitted by or on behalf of the Organization or Users to the Cloud Services, excluding Feedback.
"Personal Data" has the meaning set forth in Applicable Data Protection Laws.
"Subscription Period" means the duration of an Order Form.
"Usage Data" means data and information about the provision, use, and performance of the Product, including AI feature inputs and outputs.
“User(s)”: members of the Organization including athletes, parents/legal guardians of athletes, the Organization’s workforce (which includes volunteers, coaches, managers, and Administrators) or other associated persons of the Organization that benefit and obtain access to the Cloud Services.
"Verifiable Parental Consent" or "VPC" has the meaning set out in COPPA and its implementing regulations. TeamLinkt’s primary method of gathering consent is during registration for organizations where explicit parental consent is gathered. Organizations entering children’s information into TeamLinkt will be required to identify a parent, and TeamLinkt will notify the parent of data entry.
"Youth" means an individual aged 14 through 17.
2. Services
2.1. Access and Use
During the Subscription Period set forth in the Order Form and/or online and subject to this Agreement, TeamLinkt grants the Organization a limited, revocable, non-exclusive, non-sublicensable, non-transferable license under which the Organization may (a) access and use the TeamLinkt Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case for its internal business purposes related to the Organization. Except as expressly stated in this Agreement, no element of the Product may be used or exploited in any way other than as part of the authorized Cloud Service made available to the Organization. TeamLinkt may change, suspend, or discontinue any or all of the Cloud Service, in whole or in part, at any time and for any reason, with or without notice to the Organization; provided that TeamLinkt will use commercially reasonable efforts to notify the Organization in advance of any material discontinuation of a paid feature.
2.2 Modifications
YOUR ACCESS TO OR USE OF THE CLOUD SERVICES IS GOVERNED BY THE THEN-CURRENT SUBSCRIPTION AGREEMENT. We may modify this Subscription Agreement and any terms of the Agreements from time to time in our sole discretion and such modification shall be effective once posted to this site. Your continued use and access to the Cloud Services after we post changes to this Agreement will be deemed acceptance of the changes. You agree to be notified of changes to this Agreement via posting of updates on our websites or mobile applications. We encourage you to check back here for any such changes from time to time. If you do not agree with (or cannot comply with) the updated terms of the Agreement, then you should not continue to use or access the Cloud Services, but we shall not be liable to provide a refund and/or compensate for any other losses you may incur as a result.
2.3 Support
Solely during the Subscription Period, TeamLinkt will provide Technical Support to the Organization as described in the Order Form or, if not specified, consistent with the support tier published at https://help.teamlinkt.com.
2.4 User Accounts
The Organization is solely responsible for:
All actions taken under its account and the accounts of its Users (including administrators, coaches, team managers, and other organizational personnel);
All Users' compliance with this Agreement;
The accuracy of information submitted to TeamLinkt;
Maintaining the confidentiality of passwords and login credentials.
The Organization will promptly notify TeamLinkt at security@teamlinkt.com if it suspects or knows of any fraudulent activity affecting its accounts, passwords, or credentials, or if any are compromised.
The Organization is solely responsible and liable for its Users and for its Users’ use of the Cloud Services. No User or other end user is a third-party beneficiary of this Agreement, and the Organization will not make any warranty, representation, or commitment to a User that would (a) imply an endorsement by TeamLinkt; (b) purport to bind TeamLinkt to any obligation owed by the Organization to its Users; or (c) entitle any User to enforce this Agreement against TeamLinkt.
2.5 Feedback and Usage Data
The Organization may, but is not required to, give TeamLinkt Feedback. If it does, the Organization gives Feedback "AS IS", grants TeamLinkt an unrestricted, royalty-free, perpetual, irrevocable, worldwide license to use, incorporate, and exploit the Feedback in any manner, and acknowledges that it has no entitlement to compensation or to any resulting intellectual property.
In addition, TeamLinkt may collect and analyze Usage Data, and may freely use Usage Data to maintain, improve, enhance, and promote TeamLinkt's products and services without restriction or obligation. TeamLinkt may only disclose Usage Data to others if the Usage Data is aggregated and does not identify the Organization, its Users, or any individual.
2.6 User Content
The Product may allow the Organization and its Users to upload, post, publish, transmit, or otherwise distribute (“Upload”) content and materials, including text, files, images, photos, audio, and video (“User-Generated Content”). As between the parties, the Organization retains all right, title, and interest in and to its User-Generated Content, except to the extent it incorporates materials owned by TeamLinkt. The Organization is solely responsible for its User-Generated Content and for any third-party content within it. TeamLinkt is under no obligation to host, serve, monitor, or retain any User-Generated Content and may remove it at its sole discretion.
The Organization grants TeamLinkt a non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, worldwide license to host, use, reproduce, adapt, prepare derivative works of, publicly display, publicly perform, distribute, and otherwise exploit User-Generated Content in connection with operating, providing, securing, improving, marketing, and promoting the Product and TeamLinkt’s related offerings, in any media now known or later developed, without further notice to or compensation of the Organization, its Users, or any other person. The Organization represents and warrants that it owns or is otherwise authorized to grant this license, including any rights necessary in the names, images, likenesses, and voices of individuals appearing in the User-Generated Content. Notwithstanding the foregoing, TeamLinkt will not sell, or use for third-party advertising or other commercial exploitation, the name, image, likeness, or voice of any User identified as a Child or a Youth, and any use of a Child’s or Youth’s User-Generated Content beyond operating and supporting the Product requires Verifiable Parental Consent (or, in the case of a Youth, the consent of the Youth and, where required by Applicable Law, of a parent or guardian) covering that use.
You acknowledge that your Users upload any User-Generated Content voluntarily, and have no expectation of privacy or confidentiality with respect to any User-Generated Content you Upload, and that no fiduciary relationship exists between us and you or any other party based on the User-Generated Content. We make no guarantees to remove User-Generated Content from the Services or other sites, and we may retain User-Generated Content in our backup files, including after termination of your Subscription. We are not responsible or liable for any User-Generated Content and we have no obligation to investigate, monitor or correct any User-Generated Content (e.g., for accuracy or completeness). If your Organization believes that any User-Generated Content is defamatory or infringes your intellectual property, please send a written notice to infringement@teamlinkt.com to request a review of the alleged infringement. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the U.S. Digital Millennium Copyright Act of 1998, we reserve the right to remove your User-Generated Content.
2.7 Artificial Intelligence Features ("Emi" and AI Assistant)
TeamLinkt provides AI-powered features within the Product, including the AI assistant marketed as "Emi" (available to authenticated Users via an Organization and a public-facing AI Assistant (available to website visitors on the on the Organization's behalf, including non-Users)
(a) Permitted Use of Inputs and Outputs
Usage Data and Customer Content (including AI prompts and AI outputs) may be used to develop, fine-tune responses, evaluate, or enhance artificial intelligence or machine learning models that are part of TeamLinkt's products and services, including third-party model components, and the Organization authorizes TeamLinkt to process its Usage Data and Customer Content for these purposes, subject to the following conditions:
(i) TeamLinkt will not use the personal information of any User identified as a Child or Youth (under 14) for model training purposes;
(ii) TeamLinkt will not use special categories of data for model training purposes; and
(iii) Nothing in this section reduces or limits TeamLinkt's obligations regarding Personal Data under Applicable Data Protection Laws or the Data Processing Addendum.
(b) No Human Substitute; No Warranty of Accuracy
AI features may produce inaccurate, incomplete, or misleading information. They are not a substitute for human judgment, professional advice (legal, medical, financial, or otherwise), or human oversight. The Organization is responsible for reviewing AI outputs before relying on them for any operational, financial, or regulatory decision.
(c) Public AI Assistant
Where TeamLinkt offers a public-facing AI Assistant on the Organization's behalf (for example, embedded on the Organization's TeamLinkt site for visitor questions), the Organization acknowledges that conversations with the public AI Assistant are governed by the TeamLinkt Terms of Use and TeamLinkt's Privacy Policy, and that TeamLinkt may use those conversations consistent with subsection (a) above.
2.8 Restrictions on Organization
Except as expressly permitted by this Agreement, the Organization will not (and will not allow anyone else to):
(i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);
(ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Cloud Services;
(iii) remove any proprietary notices or labels;
(iv) copy, modify, or create derivative works of the Cloud Services;
(v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Cloud Services, except as expressly authorized in writing by TeamLinkt or under a responsible disclosure made to help@teamlinkt.com;
(vi) access accounts, information, data, or portions of the Cloud Services to which the Organization does not have explicit authorization;
(vii) use the Cloud Services to develop a competing service or product;
(viii) use the Cloud Services with any activity prohibited by Applicable Laws;
(ix) use the Cloud Services to obtain unauthorized access to anyone else's networks or equipment;
(x) Upload, submit, or otherwise make available to the Cloud Services any User Generated Content to which the Organization and Users do not have the proper rights;
(xi) use AI features to (A) generate content that harasses, defames, or impersonates an identifiable person; (B) make automated decisions about individuals that produce legal or similarly significant effects without human review; or (C) circumvent age, eligibility, or registration requirements; or
(xii) use the Cloud Services in any manner inconsistent with the protection of minors, including any use that would expose Child or Youth users to inappropriate content or unsupervised communication with unaffiliated adults.
3. Privacy & Security
3.1 Personal Data
Before submitting Personal Data to the Cloud Services, the Organization is bound by TeamLinkt's Data Processing Addendum ("DPA"). Each party will comply with its obligations in the DPA. The DPA controls each party's rights and obligations as to Personal Data, and the terms of the DPA control in the event of any conflict with this Agreement.
3.2 Children’s Personal Information
For purposes of this Section: “Child User” means any individual under fourteen (14) years of age; “CPI” means Personal Information collected from or about a Child User; “COPPA” means the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506, and the Federal Trade Commission’s implementing COPPA Rule, 16 C.F.R. Part 312, each as amended; “VPC” means verifiable parental consent satisfying 16 C.F.R. § 312.5; and “Operator” has the meaning given in 16 C.F.R. § 312.2. COPPA’s statutory requirements apply to children under thirteen (13) years of age; as a matter of contract, the parties will apply the protections set out in this Section to all Child Users, and references in this Section to COPPA-required measures mean those measures as applied by agreement to all Child Users, regardless of whether COPPA would independently require them for a particular individual.
The Organization acknowledges that, where applicable, TeamLinkt may collect Children’s Personal Information (“CPI”) in support of the Organization’s youth sports programs. The Organization will:
(a) Identify to TeamLinkt the registrations or programs that include Child Users prior to activating or making available any such registration or program;
(b) Obtain VPC from the parent or guardian of each Child User before any CPI is collected, used, or disclosed. As between the parties, TeamLinkt will make available the VPC mechanism within the Product and will obtain and record VPC through that mechanism in the documented child-registration flows, and the Organization will direct parents and guardians to complete VPC through those flows and will not collect or transmit CPI to TeamLinkt other than through them. Where the Organization collects CPI through any channel outside the Cloud Services, the Organization is responsible for obtaining compliant VPC before such collection;
(c) Not provide TeamLinkt with CPI about any Child User except through the documented child-registration flows in the Cloud Services;
(d) Comply with the data minimization, retention, and deletion requirements applicable to CPI, including: (i) collecting and transmitting only CPI that is reasonably necessary for the youth sports program or activity for which it is provided, and not conditioning a Child User’s participation on the disclosure of more CPI than is reasonably necessary; (ii) retaining CPI only for as long as is reasonably necessary to fulfill the specific purpose for which it was collected, and not retaining CPI indefinitely; (iii) maintaining, and where required publicly posting, a written CPI retention policy that states the purpose for which CPI is collected, the business need for retaining it, and the timeframe for its deletion, consistent with 16 C.F.R. § 312.10; and (iv) securely deleting CPI when it is no longer reasonably necessary for the purpose for which it was collected;
(e) Provide, or where TeamLinkt acts as the Operator cooperate with TeamLinkt in providing, the direct notice to parents and the online notice required by 16 C.F.R. § 312.4, including a description of the CPI collected, how it is used, the third parties (if any) to whom it is disclosed, and the parental rights described in subsection (g); the parties will agree in writing which party’s privacy notice governs each child-registration flow;
(f) Not use, and not permit TeamLinkt or any third party to use, CPI for targeted or individual-specific advertising, and not disclose CPI to any third party for purposes other than providing the youth sports program, in each case unless separate VPC specifically authorizing that use or disclosure has first been obtained in accordance with 16 C.F.R. § 312.5; consent to the internal operations reasonably necessary to provide the Product does not constitute consent to such advertising or disclosure;
(g) Establish and honor, in cooperation with TeamLinkt, a process by which a parent or guardian may review the CPI collected from their Child User, refuse to permit its further use or collection, and direct its deletion, consistent with 16 C.F.R. § 312.6, and promptly route to TeamLinkt any such parental request the Organization receives; and
(h) Establish, implement, and maintain reasonable procedures and a written information security program to protect the confidentiality, security, and integrity of CPI, consistent with 16 C.F.R. § 312.8, and take reasonable steps to disclose CPI only to service providers and other third parties capable of maintaining its confidentiality, security, and integrity.
Operator Status; Allocation. The parties acknowledge that, depending on the facts of a given data flow, either or both of TeamLinkt and the Organization may be an Operator with respect to CPI. The parties will reasonably cooperate to determine and document their respective COPPA roles for each child-registration flow, and each party will perform the obligations of an Operator to the extent it acts as one. Neither party’s performance under this Section relieves the other of its independent obligations under COPPA.
Organization-Entered and Imported Records. This subsection applies wherever the Organization enters CPI directly into the Cloud Services, or transfers, uploads, or imports records containing CPI (including historical registration records from a prior system or from paper records), other than through a child-registration flow completed by the Child User’s parent or guardian.
(i) Before effecting any such entry, transfer, or import, the Organization will cause the individual carrying it out to complete the attestation presented within the Cloud Services, confirming that the Organization obtained VPC compliant with 16 C.F.R. § 312.5 covering the original collection of the CPI and that the Organization has all rights and authority necessary to transfer the CPI to TeamLinkt. Each attestation is a representation and warranty of the Organization under this Agreement, and TeamLinkt is entitled to rely on it.
(ii) TeamLinkt maintains a record of consent for each Child User, including the method and date on which VPC was obtained, the version of the notice presented at that time, the Organization and import batch from which the record originated, and any subsequent refusal, revocation, or deletion request. The Organization will provide such information as TeamLinkt reasonably requires to complete and maintain that record, and TeamLinkt will make the portions of it relating to the Organization available on reasonable request.
(iii) If VPC has not been obtained in respect of a Child User record within ninety (90) days of the entry, transfer, or import, TeamLinkt will delete that record. The Organization acknowledges that deletion may occur without further notice to the Organization.
(iv) The Organization will indemnify the TeamLinkt Parties in accordance with Section 8 for any claim arising out of or related to a breach of this subsection. The parties acknowledge that this indemnity allocates loss as between them and does not limit, transfer, or discharge either party’s independent obligations to any regulatory authority.
3.3 Security
TeamLinkt maintains an information-security program with administrative, technical, and physical safeguards designed to protect Personal Data against unauthorized access, use, disclosure, alteration, or destruction. Details are set out in the DPA and TeamLinkt's Security Practices documentation.
3.4 Advertising and Marketing
TeamLinkt may sell and display commercial content and advertisements across the Cloud Services and the services it provides to the Organization, including on Organization sites built or hosted through the Cloud Services and TeamLinkt will retain all revenue from such commercial content and advertisements. TeamLinkt may also send Administrators and other adult Users personalized and non-personalized marketing messages, subject to their marketing preferences and Applicable Laws. TeamLinkt will not deliver advertising content that is indecent, obscene, unlawful, or that otherwise does not meet TeamLinkt’s standards in effect from time to time. Notwithstanding the foregoing, TeamLinkt will not serve targeted or behavioral advertising to, and will not sell or share for cross-context behavioral advertising the Personal Data of, any User identified as a Child or a Youth.
4. Payment & Taxes
4.1 Fees
Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Organization shall pay TeamLinkt the Fees agreed to as set forth in the Order Form, in accordance with the Order Form, as invoiced by TeamLinkt. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to TeamLinkt; and (b) the information you provide for payment purposes is true, correct and complete. When paying via credit card, Organization shall provide a valid credit card and if Organization’s credit card changes or expires, or is revoked, disputed or not valid for any other reason, TeamLinkt may suspend Organization’s use of the Service upon 3 days’ notice or otherwise terminate the Agreement pursuant to Section 3.
4.2 Overdue Invoice
Following Organization’s failure to pay an invoice timely, TeamLinkt may suspend the access to the Cloud Services and, before resuming the Cloud Services, may require that Organization’s pay: (a) all outstanding amounts; (b) and all amounts that will become payable during the remainder of the Term.
4.3. Taxes
Fees as well as any additional fees and charges agreed to by Organization and TeamLinkt exclude taxes, duties and charges, which Organization shall pay, as applicable and as included in an invoice.
5. Term & Termination
5.1. Term
The Agreement is effective on the the date an Order Form is executed.
5.2. Term Duration
The Term is for the duration set forth in the Order Form, thereafter automatically renewing for the same such period (each renewed Term, a “Renewal Term”).
5.3. Termination
The Term terminates upon the earliest of:
a. termination of the Agreement prior to a Renewal Term by either Party providing notice to the other at any time for any reason (at which time, the Agreement shall terminate as of the end of the then-current Renewal Term);
b. Organization’s failure to pay the Fee, or any fee or charge due and owing by Organization to TeamLinkt (as set forth in greater detail herein);
c. Your non-compliance with (or rejection of) the Agreement; or
d. at the other party’s option, if a party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the party, or if any proceeding in bankruptcy, receivership or liquidation is commenced against the party and not dismissed within 30 days following commencement.
5.4 TeamLinkt Suspension Right
If the Organization (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches the terms of this Agreement); or (c) uses the Cloud Services in violation of the Agreement or in a way that materially and negatively impacts the Cloud Services or others, then TeamLinkt may suspend, limit, or revoke the Organization’s access to all or any portion of the Cloud Services, with or without notice and without liability. TeamLinkt may, but is under no obligation to, examine, record, copy, and disclose the Organization’s use of the Cloud Services as necessary to operate the Cloud Services, enforce this Agreement, or satisfy any Applicable Law, regulation, or governmental request, and may remove any Customer Content or User-Generated Content or take any other corrective action it deems appropriate. TeamLinkt will use commercially reasonable efforts to inform the Organization before suspending its account when practical. TeamLinkt will reinstate access only if the Organization resolves the underlying issue, with TeamLinkt reserving the right to make such determination in its sole and reasonable discretion.
6. Representations & Warranties
6.1 Mutual
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of origin; and (c) it will comply with all Applicable Laws in performing its obligations.
6.2 Organization
The Organization represents and warrants to TeamLinkt that:
6.2.1 it is the sole owner of the User-Generated Content and any other intellectual property or materials provided to TeamLinkt (including any names, symbols, seals, emblems, logos, insignia, trademarks or other intellectual property) or otherwise has the legal right to Upload and license the User-Generated Content to TeamLinkt as set forth in Section 4 of this Subscription Agreement;
6.2.2 the exhibition, public display, or other use of the User-Generated Content on or through the TeamLinkt Cloud Services as set forth in this Subscription Agreement by TeamLinkt does not violate the privacy rights, publicity rights, intellectual property or proprietary rights, contract rights or any other rights of any person or entity;
6.2.3 it has provided appropriate notices and obtained all necessary consents, releases, and/or permissions required by law (including any applicable Data Protection Legislation, as defined in the DPA), including consent from a parent or a guardian before Content (including User-Generated Content) of any person that is designated as a Child or Youth is submitted to the TeamLinkt platform, in order to (i) provide TeamLinkt with any Organization Data or other information about its Administrators and Users necessary for TeamLinkt to provide the TeamLinkt Services, carry out the activities set forth herein, and promote the TeamLinkt Services among your Organization’s Users; and (ii) Upload User-Generated Content and for TeamLinkt to use, distribute and exercise the rights granted herein with respect to such User-Generated Content, including but not limited to:
(a) the name, symbol, seal, emblem, logo and insignia of each team (collectively, the “Team Marks”);
(b) the name, symbol, seal, emblem, logo and insignia of opponents to any team (collectively, the “Opponent Marks”);
(c) the name, symbol, seal, emblem, logo and insignia of the league (collectively, the “League Marks”, together with the Team Marks and the Opponent Marks, the “Marks”); and
(d) the pictorial representations, names and likenesses of, and all biographical matter concerning each of, the players, managers, coaches and officials of each team appearing in the Content (collectively, the “Names and Likenesses Materials”), for the purposes of producing, promoting, marketing and/or exhibiting the User-Generated Content and in connection with the production of all materials associated therewith; and
6.2.4 to the extent any “moral rights,” “ancillary rights,” or similar rights in or to the User-Generated Content exist, your Organization agrees not to enforce any such rights as to TeamLinkt, and your Organization shall procure the same agreement not to enforce from any others who may possess such rights. Your Organization agrees to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any User-Generated Content posted by your Organization to or through the TeamLinkt Services.
7. DISCLAIMER, AND LIMITATION OF LIABILITY.
7.1 Disclaimer of Warranties
We make no representations or warranties as to the Cloud Services with respect to their accuracy, timeliness, reliability, availability, completeness or otherwise. WE PROVIDE THE CLOUD SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR PARENT, EACH OF OUR AFFILIATES, AND ALL SUCH PARTIES’ DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES AND LICENSORS (COLLECTIVELY, THE “TEAMLINKT PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, OR LIABILITY FOR FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOUR ORGANIZATION, THE ABOVE EXCLUSIONS WILL APPLY TO YOUR ORGANIZATION ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. With respect to malfunctioning software, TeamLinkt’s entire liability and the Organization’s sole and exclusive remedy shall be the repair or replacement of the software.
7.2 Limitation of Liability
7.2.1 IN NO EVENT WILL THE TEAMLINKT PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH TEAMLINKT SERVICES OR THIS SUBSCRIPTION AGREEMENT EXCEED (i) THE AMOUNT (IF ANY) ACTUALLY PAID BY YOUR ORGANIZATION TO TEAMLINKT IN THE FOUR (4) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE THIRD-PARTY PLATFORM PROVIDERS OR THEIR RESPECTIVE AFFILIATES, VENDORS, AGENTS AND SUPPLIERS, AS APPLICABLE, GIVE ANY WARRANTY, HAVE ANY RESPONSIBILITY OR HAVE ANY LIABILITY WITH RESPECT TO YOUR ORGANIZATION’S USE OF THE TEAMLINKT SERVICES. FURTHERMORE, NONE OF THE TEAMLINKT PARTIES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE TEAMLINKT SERVICES. THE FOREGOING LIMITATION APPLIES (x) WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF TEAMLINKT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (y) TO ANY DAMAGES OR INJURY ARISING FROM ANY COMPUTER VIRUS, FILE CORRUPTION, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, USE OF ANY DATA OR ANY OTHER DAMAGES.
7.2.2 BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, TEAMLINKT PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOUR ORGANIZATION.
7.2.3 YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOUR ORGANIZATION INCURS ARISING OUT OF THE ACTS OR OMISSIONS OF THE TEAMLINKT PARTIES OR YOUR USE OF THE CLOUD SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOUR ORGANIZATION TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE CLOUD SERVICES OR THE DISPLAY, PERFORMANCE OR DISTRIBUTION OF OUR CONTENT.
8. Indemnification
Your Organization agrees to defend, indemnify and hold harmless the TeamLinkt Parties from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or related to (i) any breach of the Agreement; (ii) User-Generated Content; and/or (iii) your Organization’s (including its Administrators’ and Users) use of the Cloud Services or any use of your account via the Cloud Services.
9. Confidentiality
Each party (“Receiving Party”) agrees to maintain in confidence all non-public, confidential, or proprietary information (“Confidential Information”) disclosed by the other party (“Disclosing Party”) in connection with this Agreement, whether oral, written, electronic, or in any other form, that is marked or reasonably understood to be confidential, and/or any other information set forth herein that the parties agreed shall be treated as confidential. The Receiving Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.
The Receiving Party may use the Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, and may disclose it only to those of its employees, agents, or contractors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.
The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (a) was publicly available without breach of this Agreement; (b) was known to the Receiving Party before disclosure by the Disclosing Party; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.
Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except as required to comply with legal or regulatory obligations or automated back-up retention policies. This Section shall survive for three (3) years after termination of the Agreement, except as to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.
10. Dispute Resolution
THIS SECTION 10 CONTAINS A MANDATORY INFORMAL DISPUTE-RESOLUTION REQUIREMENT, A MANDATORY MEDIATION REQUIREMENT, A BINDING ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A WAIVER OF THE RIGHT TO A JURY TRIAL. PLEASE READ IT CAREFULLY, AS IT AFFECTS HOW DISPUTES BETWEEN THE PARTIES ARE RESOLVED.
10.1 Informal Resolution
Before either party may commence arbitration or, where permitted, a court action under this Section, that party must first attempt to resolve the Dispute informally. As used herein, any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to as a "Dispute". The party must send a written notice describing the Dispute, the relief sought, and its contact information to the other party (notice to TeamLinkt sent to legal@teamlinkt.com). For sixty (60) days following receipt of that notice, the parties will negotiate in good faith to resolve the Dispute, including, if either party requests, by an individualized telephone or videoconference between persons with authority to settle. This informal-resolution requirement is a condition precedent to commencing arbitration, and any applicable limitation period is tolled while the parties comply with it. Either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time without first complying with this Section 10.1.
10.2 Mediation
If the Dispute is not resolved within the sixty (60) day period described in Section 10.1, the parties will, before commencing arbitration or, where permitted, a court action, submit the Dispute to non-binding mediation before a single mediator. The mediation will be conducted remotely by videoconference unless the parties agree otherwise, in the English language, and will conclude within thirty (30) days of the mediator’s appointment unless the parties agree to extend it. TeamLinkt will bear the mediator’s fees and the administrative costs of the mediation; each party will bear its own legal fees. Completion of the mediation, or expiry of that thirty (30) day period, is a condition precedent to commencing arbitration or a court action, and any applicable limitation period is tolled while the parties comply with this Section 10.2. Either party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time without first complying with this Section 10.2.
10.3.1 For Organizations Based in Canada
This Agreement is governed by the laws of the Province of Saskatchewan and the federal laws of Canada applicable in Saskatchewan, without regard to conflict-of-laws principles. Subject to Sections 10.5 and 10.7, the parties will resolve any Dispute through binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, with the seat of arbitration in Saskatoon, Saskatchewan, in the English language. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in a court of competent jurisdiction without waiving the arbitration obligation. TeamLinkt will bear the arbitrator’s fees and the administrative fees of the arbitration for any individual Dispute in which the amount in controversy is less than CAD $75,000.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 10.3.1 SHALL NOT APPLY TO: (I) CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION; OR (II) ANY CLAIM THAT IS NOT ARBITRABLE UNDER APPLICABLE LAW.
10.3.2 For Organizations Based in the United States
This Agreement is governed by the laws of the State of Delaware, and the federal laws of the United States, except to the extent that the laws of the Organization's home state provide non-waivable consumer or commercial protections, which apply to the extent required.
Subject to Sections 10.5 and 10.7, the parties will resolve any Dispute through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Supplementary Rules for Multiple Case Filings, with the seat of arbitration in New Castle County, Delaware, in the English language. Notwithstanding the foregoing, either party may, at its option, bring an individual claim in a court of competent jurisdiction in the Organization's home state for: (i) injunctive or equitable relief; (ii) any claim that is non-arbitrable under Applicable Law; (iii) enforcement of an arbitration award; or (iv) any dispute that, at the election of the party alleging the conduct, is a sexual assault dispute or a sexual harassment dispute within the meaning of 9 U.S.C. §§ 401–402.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT SECTION 10.3.2 SHALL NOT APPLY TO: (I) CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION; OR (II) ANY CLAIM THAT IS NOT ARBITRABLE UNDER APPLICABLE LAW.
10.4. CLASS ACTION WAIVER AND PROHIBITION
YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN TEAMLINKT, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.
10.5 Where Arbitration or the Class Action Waiver Is Unenforceable
If a court or arbitrator of competent jurisdiction determines that the agreement to arbitrate in Section 10.3 or the class action waiver in Section 10.4 is unenforceable as applied to the Organization or to a particular Dispute, including by operation of consumer-protection or other legislation that cannot be waived by contract, then as to that Organization or that Dispute: (a) Sections 10.3 and 10.4 do not apply; (b) Sections 10.1 and 10.2 continue to apply; (c) the parties may, after the Dispute has arisen, agree in writing to submit it to binding arbitration on the terms set out in Section 10.3, and any such post-dispute agreement will be enforceable according to its terms; and (d) absent such agreement, the Dispute will be resolved by the courts of competent jurisdiction in the Organization’s home jurisdiction, and nothing in this Agreement waives any right the Organization may have to commence or participate in a class, collective, or representative proceeding in those courts.
10.6 Coordinated or Multiple Filings
If twenty-five (25) or more Disputes of a substantially similar nature are submitted to arbitration against TeamLinkt by, or with the coordinated assistance of, the same counsel or counsel acting in concert, the parties agree that the administering institution’s rules governing multiple or mass filings will apply, including the AAA Supplementary Rules for Multiple Case Filings where AAA is the administrator. Such claims will be administered in sequential batches of no more than fifty (50); a process arbitrator will determine administrative, filing-fee, and batching questions; and following determination of the first two batches the parties will return to mediation under Section 10.2 in respect of the remaining claims before further batches proceed. This Section is procedural and does not limit any substantive right or remedy of either party, nor does it extend any limitation period.
10.7 Severability of This Section
The class action waiver in Section 10.4 is a material and non-severable term of the agreement to arbitrate in Section 10.3. If the class action waiver is held unenforceable as to any Dispute, the agreement to arbitrate is likewise of no effect as to that Dispute and it will be resolved in court under Section 10.5(d); the remainder of this Section 10 is unaffected. Notwithstanding the preceding sentence, if a claim for public injunctive relief is held to be non-arbitrable or non-waivable under applicable law, that claim alone will be severed and stayed pending arbitration of all other claims, and its severance will not render the agreement to arbitrate or the class action waiver unenforceable as to any other claim. A determination that any part of this Section 10 is unenforceable in one jurisdiction does not affect its enforceability in any other jurisdiction or as to any other party.
11. General Terms
11.1. Updates
TeamLinkt may modify these Terms at any time. TeamLinkt will provide notice of material modifications by email to the Organization's account administrator, by in-product notification, and/or by posting the updated Terms with a new "Last Updated" date. Modifications take effect when the updated Terms are posted or the Organization is otherwise notified, and the Organization's access to and use of the Cloud Services is governed by the then-current version of these Terms. Continued use of the Cloud Services after the effective date constitutes acceptance. If the Organization does not agree to the modifications, its sole remedy is to stop using and to cancel the Cloud Services.
11.2. Modifications to Other Agreements
TeamLinkt may modify any of its other applicable agreements from time to time. Notice will be provided in the same manner as in Section 11.1.
11.3 Quebec Language Clause
English. The parties have expressly requested that this Agreement and all related documents be drafted in English.
Français. Les parties ont expressément demandé que cette convention et tous les documents connexes soient rédigés en anglais.
11.4 Notice
Any notice, request, or approval about the Agreement must be in writing. Notices to TeamLinkt must be sent to legal@teamlinkt.com. Notices to the Organization will be sent to the email address on file for the account administrator. Notice by email is sufficient and is deemed given upon confirmed delivery.
11.5 Export Compliance
U.S., Canada and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You agree to abide by all export control laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, the Cloud Services or API from any countries or foreign nations in violation of such laws or regulations. You shall comply with the export laws and regulations of the applicable jurisdictions in which you provide, access or use the Service. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
11.6 Assignment
This Subscription Agreement is binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. Your Organization shall not assign its rights or obligations hereunder without our prior written consent and any assignment without our consent shall be void and invalid at the outset.
11.7 Beta Products
If TeamLinkt gives the Organization access to a Beta Product, the Beta Product is provided "AS IS" and the warranties in Section 6.1 do not apply. Beta Products are experimental, early or prerelease feature or version of the Cloud Service identified as beta or similar, or a version of the Cloud Services that is not generally available, and may be modified or removed at TeamLinkt's discretion with or without notice
11.8 Logo Rights, Publicity
TeamLinkt may identify the Organization and use its name and logo in marketing to identify the Organization as a customer of TeamLinkt's products and services. The Organization may revoke this consent by email to help@teamlinkt.com.
11.9 Severability, Waiver
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of this Agreement in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof.
11.10 Independent Contractors
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.11 Force Majeure
Except with respect to the Customer's obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.
11.12 No Third-Party Beneficiary
There are no third-party beneficiaries of this Agreement.
11.13 Survival
The provisions of this Subscription Agreement which by their nature should survive the termination of this Subscription Agreement shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use content, limitation of liability in Section 7, rules regarding dispute resolution in Section 10, and the general provisions in this Section 11.