SportsX.AI — Terms of Service for Clubs and Venues

Next Play AI Inc. (operating as SportsX)

Version 2.2 · Effective date: October 13, 2026 · Last updated: October 13, 2026 · Service Area: United States and Canada (excluding Québec) · Governing law: Ontario, Canada

Master agreement between Next Play AI Inc. and the Club, team, organization or venue operator (the "Club" / "Customer")

IMPORTANT NOTICE — PLEASE READ CAREFULLY

These Terms of Service ("Agreement" or "Terms") form a binding contract between Next Play AI Inc., an Ontario corporation operating under the trade name "SportsX" (collectively, "Next Play AI", "SportsX", "we", "us", or "our"), and you, the youth sports club, team, academy, league, sports organization, or sports-facility operator established and operating in the United States or Canada (excluding Québec) that registers for and uses the Service (the "Club", "Customer", or "you").

By creating an account, accessing the Service, or accepting these Terms electronically, you confirm that:

• you have authority to bind the Club to this Agreement;
• you have read, understood, and agree to all of the terms below;
• your Club is established and operates in the Service Area — the United States and Canada, excluding Québec — and meets the eligibility requirements in Article 2, and it is responsible for complying with the laws of each state, province, or territory in which it operates, as described in Article 3;
• you accept the allocation of risk and responsibility set out in Articles 14 through 21 as an essential basis of the commercial bargain.

If you do not agree to all of these Terms, you must not access or use the Service.

Plain-English summary: SportsX is software your youth sports club, team, or organization uses to manage operations, safety, and compliance records. The Club decides what information to collect, who may see it, and what to do with it. SportsX does not provide legal advice or certify compliance; people at the Club must review important records, AI output, and decisions. If you choose to list courts, facilities, or programs for booking, families and other customers can find them, hold a slot, and pay through SportsX — including by asking an AI assistant such as Claude, ChatGPT, or Muse that connects to SportsX. You remain the provider of what you list: you set availability, prices, and rules, and you honour confirmed bookings. SportsX runs the booking platform, collects the customer's payment as your limited payment collection agent, and pays it out to you less our commission. The customer accepts the SportsX Booking Terms at checkout; an AI assistant can never accept terms or pay on the customer's behalf. An AI assistant does not get access to your Member records. SportsX is offered only to clubs in the United States and Canada, excluding Québec. If your club is outside that area, please do not register for or use SportsX. Our built-in compliance templates and rules currently cover Ontario; in every other province, territory, and U.S. state, the Club remains responsible for meeting its local law (Article 3).

ACCEPTANCE OF THESE TERMS

A. Acceptance by affirmative click. You accept and agree to be bound by these Terms by clicking "I agree" (or an equivalent affirmative control) at account activation or first login. The same affirmative act constitutes your acceptance of the Data Processing Addendum, which is incorporated into and forms part of this Agreement by reference and is available on request from privacy@nextplayai.xyz. Your acceptance is recorded with the timestamp, the version of each document accepted, and the IP address from which acceptance was made, as described in Article 23 below.

B. No separate signed agreement required. This Agreement, together with the documents it incorporates by reference, is binding on you upon your affirmative acceptance. No separately negotiated or hand-signed agreement, order form, or beta contract is required for these Terms to take effect. Where you and Next Play AI nonetheless enter into a separate written order form, that order form supplements but does not replace these Terms unless it expressly says so.

C. Documents incorporated by reference. The following documents are incorporated into this Agreement by reference and govern your use of the Service: the Privacy Policy, the Cookie Policy, the Data Processing Addendum, and, where you use Booking Listings, the SportsX Booking Terms that apply between SportsX and your customers (which you acknowledge under Article 12A). In the event of a direct conflict, the Data Processing Addendum governs as to the processing of Personal Information, and the Fee Schedule governs as to fees.

ARTICLE 1 — DEFINITIONS

In this Agreement:

1.1 "Service" or "Platform" means the SportsX software-as-a-service platform, including all websites, web applications, mobile applications, application programming interfaces, AI Agents, generative AI features, and related services made available by us under the SportsX brand.

1.2 "Club" or "Customer" means the legal entity that registers for and uses the Service, including its officers, directors, employees, contractors, and authorized agents.

1.3 "Authorized User" means an individual to whom the Club grants access to the Service in connection with the Club's operations (including Club staff, coaches, administrators, and front-desk personnel).

1.4 "Member" means an individual customer of the Club (athlete, parent, guardian, or household member) whose data is collected, stored, or processed through the Service in connection with the Club's operations.

1.5 "AI Agent" or "Agent" means artificial-intelligence functionality made available by SportsX within the Service to assist with tasks the Club enables. An independently operated agent or AI assistant selected by a parent, Booker, or other third party — including one that uses the Connector — is a Third-Party Service under Article 13 and is not an AI Agent made available by SportsX within the Service.

1.6 "Template" means any document template made available through the Service, including without limitation course contracts (PDSAs), liability waivers, parental indemnity agreements, code-of-conduct documents, concussion acknowledgments, privacy notices, and any related schedules or attachments.

1.7 "Generative AI Output" means any text, document, recommendation, or other output generated by an AI Agent or generative AI feature in response to a Club prompt or workflow.

1.8 "Subscription" means the Club's right to access and use the Service in accordance with these Terms, the Fee Schedule, any applicable order form, and the Privacy Policy.

1.9 "Customer Data" means all data submitted to or generated by the Club, its Authorized Users, or its Members through the Service, including personal information, performance data, communications, and content.

1.10 "Personal Information" means information about an identified or identifiable individual, and includes "personal information", "personal data", and equivalent terms as defined in applicable Data Protection Laws, including the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA"). Health-related information collected from Members and their parents or guardians — including allergies, medical conditions material to participation, current medications, concussion and injury history, and emergency-contact and emergency-treatment information — is sensitive personal information (and may be "sensitive data" or "consumer health data" under some U.S. state laws). Where the Club operates in Ontario, the Club collects and handles that information as an organization subject to PIPEDA, and the Club is not a "health information custodian" within the meaning of section 3 of the Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sch. A ("PHIPA"). Where the Club receives personal health information from a health information custodian (for example, a physician's concussion-clearance or return-to-sport note), the Club is a "recipient" and, under PHIPA section 49, may use or disclose that information only for the purpose for which it was disclosed or as permitted or required by law.

1.11 "Confidential Information" means non-public information disclosed by one party to the other under or in connection with this Agreement, including business plans, customer lists, product roadmaps, and pricing.

1.12 "Supported Jurisdiction" means a jurisdiction for which we state, in these Terms or in the Service's documentation, that Compliance Content has been prepared. As of the date of these Terms, the only Supported Jurisdiction is the Province of Ontario, Canada. Being a Supported Jurisdiction affects only the scope of Compliance Content; it does not determine which Clubs within the Service Area may use the Service (see Article 3).

1.13 "Prohibited Person" means any person or entity that: (a) is subject to a court order, regulatory sanction, undertaking, or sport-organization disqualification, suspension, or ban, in any jurisdiction, that prohibits or restricts the person or entity from operating with, coaching, supervising, or otherwise being in a position of trust with respect to minors; (b) is named on, or owned or controlled by a person named on, any sanctions, restricted-party, or denied-party list maintained under the laws of Canada or the United States (including the lists administered by the U.S. Department of the Treasury's Office of Foreign Assets Control), or of any other jurisdiction whose sanctions laws apply to either party; or (c) is barred by applicable law from forming or carrying on the business for which the Service is used. A reference to the Club being a Prohibited Person includes any of its directors, officers, or individuals with control of the Club being a Prohibited Person.

1.14 "Data Protection Laws" means all privacy and data-protection laws that apply to the processing of Personal Information under this Agreement, which may include, depending on where in the Service Area the Club and its Members are located: PIPEDA; substantially similar provincial laws (such as British Columbia's and Alberta's Personal Information Protection Act); provincial health-information laws where they apply; United States federal and state privacy laws, including the Children's Online Privacy Protection Act ("COPPA"), state comprehensive privacy laws, and state consumer-health-data laws; and any other comparable law of a jurisdiction in the Service Area.

1.15 "Compliance Content" means the Templates, statutory references, rule sets, workflow parameters (such as screening-expiry, eligibility, concussion-protocol, and consent rules), dashboards, alerts, and educational content in the Service that refer to, or are designed around, the legal or sport-governing-body requirements of a particular jurisdiction.

1.16 "Service Area" means the fifty states of the United States and the District of Columbia, and the provinces and territories of Canada other than the Province of Québec, as further described in Article 3.

1.17 "Booking Listing" means a court, facility, time slot, class, lesson, camp, clinic, or other program that the Club publishes through the Service for booking or registration by members of the public.

1.18 "Booker" means an individual who books or registers for a Booking Listing through the Service, whether or not they are an existing Member of the Club.

1.19 "Booking" means a confirmed reservation or registration made by a Booker for a Booking Listing.

1.20 "Booking Terms" means the SportsX Booking Terms, as updated from time to time, that a Booker accepts at checkout and that govern the relationship between SportsX and the Booker.

1.21 "Connector" means the SportsX interface through which an AI Assistant operated by a third party (as defined in the Booking Terms) can search Booking Listings, request price quotes, and place temporary holds.

1.22 "Booking Price" means the price the Club sets for a Booking Listing, and "Commission" means the fee SportsX deducts from the Booking Price under Article 12A.6.

1.23 "Venue" means a physical location where a Booking takes place.

1.24 "Fee Schedule" means the fees, Commission rate, Booker service fees, and payout terms that apply to the Club, as shown in the Club's account dashboard or in an order form agreed with the Club.

ARTICLE 2 — ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

To register for and use the Service, you represent and warrant that:

• you are a legal entity (corporation, partnership, sole proprietorship, association, or non-profit) duly formed and in good standing under the laws of the jurisdiction in which it is organized;
• the Club is established in, and operates its programs and facilities from, the Service Area, as described in Article 3;
• the individual creating the account has authority to bind the Club to this Agreement;
• the Club operates a youth sports, dance, or recreation club, team, academy, league, or similar organization, or operates a sports or recreation facility that it lists for booking, and intends to use the Service for that purpose;
• the Club will not use the Service in violation of any applicable sanctions or export-control law, and will not access or permit access to the Service from any country or region subject to comprehensive Canadian or U.S. sanctions;
• the Club holds, or will obtain prior to first Member intake, all licences, registrations, certifications, and insurance reasonably required to lawfully operate its business in each state, province, or territory where it operates, including commercial general liability insurance with appropriate sports-liability coverage. If the Club publishes Booking Listings, its insurance must also cover the use of its Venues and programs by Bookers and their participants;
• the Club is not a Prohibited Person, and the individual creating the account is not subject to any court order, regulatory sanction, or sport-organization disqualification that would prevent the Club from operating with respect to minors.

2.2 Account Registration

You agree to:

• provide accurate, current, and complete information at registration and during ongoing use;
• keep your account credentials confidential and limit account access to Authorized Users;
• notify us promptly at security@nextplayai.xyz of any actual or suspected unauthorized use of your account;
• be responsible for all activity occurring under your account, including the conduct of your Authorized Users;
• maintain accurate records of which individuals are Authorized Users and remove access promptly when an individual's role no longer requires it.

2.3 Account Suspension

We may suspend or terminate any account at any time for material breach of this Agreement, conduct that creates a regulatory or reputational risk, or as required by law, subject to Article 21.

ARTICLE 3 — SERVICE AREA: UNITED STATES AND CANADA (EXCLUDING QUÉBEC)

3.1 Where we offer the Service. We offer and market the Service only to Clubs that are established in, and operate their programs and facilities from, the Service Area: the fifty states of the United States and the District of Columbia, and the provinces and territories of Canada other than Québec. We do not offer or market the Service anywhere else, including in Québec. The fact that our website or the Service can be reached from outside the Service Area does not mean that we offer the Service there.

3.2 If you are outside the Service Area, do not register. If your Club is established, or operates its programs or facilities, outside the Service Area, you must not register for, access, or use the Service, and you should leave the registration process now. Any registration for or use of the Service from outside the Service Area is unauthorized.

3.3 Your representation. By registering for the Service, and each time you use it, you represent and warrant that the Club is established in, and operates its programs and facilities from, the Service Area. You will tell us promptly, and in any event within thirty (30) days, if that stops being true. The Service is designed for Clubs whose Members are also in the Service Area. If the Club occasionally enrols a Member who lives outside it (for example, a family living across a nearby border), the Club is solely responsible for any law that applies because of where that Member lives, and the Club must not use the Service to deliver programs outside the Service Area.

3.4 Our right to refuse, suspend, or terminate. We may refuse a registration, and may suspend or terminate an account, if we reasonably believe that the Club is established or operates outside the Service Area, or that the Service is being used in breach of this Article. Where practicable, we will give you notice first. On termination under this Article, Articles 21.4 and 21.5 apply: we will make Customer Data available for export and then delete it in accordance with Article 21.5, subject to any retention the law requires. Fees are refundable only as set out in Article 8.

3.5 No compliance with laws outside the Service Area. We design, operate, and offer the Service for the Service Area only. We make no representation that the Service, or any Template or output of the Service, complies with or is suitable under the law of any jurisdiction outside the Service Area, and we do not undertake to comply with the laws of any such jurisdiction. Anyone who accesses the Service from outside the Service Area does so without our authorization and is responsible for any consequences under their local law.

3.6 Your responsibility for the law where you operate. Within the Service Area, laws differ significantly between U.S. states and between Canadian provinces and territories. You represent, warrant, and covenant that you will identify and comply with the laws, regulations, and sport-governing-body rules of each state, province, territory, and municipality in which the Club operates, delivers programs, or enrols Members. This includes, for example, rules on youth-safety screening and background checks, safeguarding and abuse prevention, mandatory reporting, concussion and return-to-play, parental authority and consent, privacy and data protection (including children's data and health data), consumer protection, electronic signatures, accessibility, anti-spam and text-messaging, employment, and tax. You will give Members the notices, and obtain the consents, that those laws require.

3.7 Compliance Content covers Supported Jurisdictions only. Compliance Content is prepared for the Supported Jurisdictions only; today, that means Ontario. For a Club in any other province or territory, or in any U.S. state, the Service's tools, Templates, and AI Agents remain available as general-purpose software, but Next Play AI makes no representation, warranty, or undertaking that any Compliance Content is suitable, complete, accurate, enforceable, or lawful for use there. Before relying on any Compliance Content, Template, or Generative AI Output outside a Supported Jurisdiction, you must have it reviewed and adapted by a lawyer licensed in the relevant state, province, or territory.

3.8 No inference from silence. Built-in alerts, expiry reminders, eligibility rules, and dashboards reflect the requirements of the Supported Jurisdictions as configured. If you operate elsewhere in the Service Area, the absence of an alert or a "complete" status does not mean that you have met the requirements of your local law. Use of Compliance Content outside a Supported Jurisdiction without independent local review is at your own risk, and your indemnity in Article 20 extends to claims arising from that use.

3.9 Where Customer Data is stored. Customer Data is hosted primarily in Canada and is processed by our subprocessors in the United States and the other locations listed in the Privacy Policy. If the Club is in the United States, Member Personal Information will be transferred to and stored in Canada. You are responsible for giving any notice, obtaining any consent, and completing any assessment that the Data Protection Laws applicable to you require for that processing (for example, notice of the use of service providers outside Canada under Alberta's Personal Information Protection Act, or a data protection assessment under a U.S. state privacy law). We will provide reasonable assistance and the contractual terms described in the Data Processing Addendum.

3.10 Changes to the Service Area and Supported Jurisdictions. We may add Supported Jurisdictions over time by updating these Terms or the Service's documentation; adding one does not expand any warranty beyond Article 18. We may change the Service Area only by amending these Terms under Article 22.

ARTICLE 4 — PLATFORM LICENSE AND ACCEPTABLE USE

4.1 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for the Club's internal operations during the term of this Agreement.

4.2 Restrictions

You will not, and will not permit any Authorized User or third party to:

• use the Service for any unlawful purpose or in violation of any law, regulation, sport-governing-body rule, or third-party right;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service, except to the extent permitted by applicable law;
• use automated scripts, bots, crawlers, or scrapers to access, collect, or extract data from the Service, other than functionality the Service expressly enables;
• interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service or its infrastructure;
• circumvent any access control, rate limit, or usage restriction;
• use the Service to harass, abuse, threaten, or harm any Member or other person, or to facilitate any conduct that does so;
• upload or distribute through the Service any content that is unlawful, defamatory, obscene, or harmful to minors;
• impersonate any person or entity, or falsely represent your affiliation with any person or entity;
• resell, sublicense, lease, or otherwise transfer access to the Service to any third party;
• use the Service to compete with us or to develop a product or service that competes with the Service;
• remove, obscure, or alter any proprietary notice, branding, or watermark.

4.3 Authorized Users

You are responsible for the conduct of your Authorized Users. Each Authorized User must accept and comply with these Terms before accessing the Service.

ARTICLE 5 — NATURE OF THE SERVICE

5.1 The Service provides:

• workflow automation tools for club operations and document management;
• autonomous and semi-autonomous AI Agents capable of assisting with administrative tasks, scheduling, communication, document preparation, and workflow execution;
• general-purpose document Templates and generative AI writing tools that you configure, complete, and deliver to your own Members and staff;
• record-keeping databases for waivers, acknowledgments, incident reports, certifications, and facility-equipment inspections;
• scheduled notifications and expiry reminders;
• operational dashboards displaying the status of records you or your Authorized Users input;
• plain-language informational summaries of publicly available statutes, regulations, and recognized industry practices; and
• if the Club chooses, publication of Booking Listings to the public and to AI assistants through the Connector, temporary holds, hosted checkout, payment collection as the Club's limited agent, booking confirmations, and booking records for check-in.

5.2 Principal–Agent Dynamic for Automated Workflows

Where you authorize the Service or its AI Agents to execute automated workflows on your behalf (for example, sending notices, updating compliance statuses, or routing documents), you act as the Principal. You retain full commercial and legal responsibility for the outcomes of all automated actions performed by the Service on your behalf.

5.3 Software Tools, Not Professional Advice

These are software tools that you direct and operate in the administration of your business. They are not, and are not intended to be, a substitute for legal, accounting, tax, insurance, medical, coaching, or other professional advice applicable to your specific circumstances.

5.4 Club Activities and Member Agreements

The Club, not SportsX, offers its lessons, programs, facilities, and events and decides availability, eligibility, prices, cancellations, safety measures, and participation rules. These Terms govern the Club's use of SportsX; they are not a participation agreement or liability waiver for an athlete or parent. The Club must give Members its own applicable activity terms, privacy notice, consents, and legally required disclosures. Nothing in these Terms removes a Member's or consumer's rights that cannot be waived under applicable law. The same applies to Booking Listings: the Club is the supplier of each Booking, and the Booking Terms govern only SportsX's relationship with the Booker.

ARTICLE 6 — TEMPLATES AND GENERATIVE AI OUTPUTS

6.1 Templates

Any Template made available through the Service — including without limitation liability waivers, informed-consent forms, parent/guardian consent forms, participation agreements, personal development services agreements (PDSAs), concussion acknowledgments, code-of-conduct documents, incident report forms, background-check request letters, privacy notices, marketing-consent forms, electronic-signature ceremonies, and any contract schedule, attachment, or supplementary document — is written as a general-purpose starting point. THESE TEMPLATES ARE NOT TAILORED TO YOUR SPECIFIC LEGAL SITUATION AND MAY NOT BE APPROPRIATE FOR YOUR CIRCUMSTANCES. YOU AGREE TO OBTAIN ADVICE FROM YOUR OWN LEGAL COUNSEL BEFORE USING ANY TEMPLATE AVAILABLE THROUGH THE SERVICE.

6.2 Generative AI and "Hallucinations"

The Service incorporates generative AI features powered by large language models to auto-populate data, suggest text, or dynamically modify Templates based on your prompts. You acknowledge that:

• generative AI outputs are probabilistic and the system may produce inaccurate information, logical errors, or "hallucinations";
• AI-generated text, suggested clauses, or automated contract addenda strictly do not constitute custom legal advice;
• the quality and reliability of Generative AI Output depends on the accuracy and completeness of inputs you provide.

6.3 Human-in-the-Loop Requirement

Templates and Generative AI Outputs are not tailored to your specific facts, jurisdiction, sport, participant demographic, insurance coverage, or risk profile. Templates may reference statutes, regulations, case law, or administrative guidance that are subject to amendment, judicial interpretation, repeal, or replacement without notice.

You are strictly required to exercise a "human-in-the-loop" review process. You are solely responsible for:

• reviewing each Template and Generative AI Output, before any use, with a lawyer licensed in each state, province, or territory whose law governs the relevant document or activity — for a Club in Ontario, a lawyer or paralegal licensed in Ontario;
• making any revisions required to be fit for purpose in your specific circumstances;
• auditing and verifying the logic, actions, and outputs of any AI Agent deployed within your account.

Use of a Template or Generative AI Output without independent legal review is at your sole risk.

ARTICLE 7 — NO LEGAL SERVICES / NOT A LAW FIRM

7.1 Next Play AI Inc. is not a law firm, is not authorized to provide legal services in any jurisdiction, and does not provide legal advice. No solicitor-client, attorney-client, fiduciary, or professional advisory relationship is formed between you and Next Play AI Inc. by reason of:

• your visit to our website;
• your creation of an account;
• your subscription to the Service;
• your receipt of any compliance report, readiness self-check result, dashboard, or notification;
• your review of any document or Template generated through the Service;
• any interaction with our personnel.

7.2 Nothing contained in this Agreement, in the SportsX platform, in our documentation, in our marketing communications, in our customer-support channels, or in any report, Template, notification, or dashboard produced by the Service constitutes legal advice. Communications with Next Play AI personnel are not privileged communications.

Reference (Ontario): Law Society Act, R.S.O. 1990, c. L.8, s. 1(5) (definition of "providing legal services") and s. 26.1 (restrictions on the provision of legal services). Comparable rules on the unauthorized practice of law apply in other provinces, territories, and U.S. states, and nothing in the Service is intended to provide legal services in any jurisdiction.

ARTICLE 8 — FEES AND PAYMENT

8.1 Subscription Fees

You will pay the subscription fees set out in the Fee Schedule and in the pricing shown at sportsx.ai when you sign up. Subscription fees are billed in advance, monthly or annually, as you select. Payments are processed through Stripe.

8.2 Payment Terms

Unless otherwise specified in the order form:

• all fees are stated in Canadian Dollars (CAD), unless your order form or checkout page states another currency (for example, U.S. dollars);
• fees are exclusive of all applicable taxes (including HST, GST, PST, U.S. state and local sales and use taxes, and any withholding taxes), which the Customer is responsible for; where the law requires us to collect a tax, we will add it to your invoice, and a Customer claiming a tax exemption must give us valid exemption documentation;
• fees are due and payable as specified in the Fee Schedule or the applicable order form;
• fees are non-refundable except as expressly stated or as required by law;
• we may suspend access for accounts more than thirty (30) days overdue, following at least ten (10) days' written notice and an opportunity to cure.

8.3 Subscription Term and Renewal

Your Subscription renews automatically for successive billing periods of the same length (monthly or annually, as you selected) until you cancel it. You may cancel your Subscription at any time in your account settings. Cancellation takes effect at the end of the current billing period, and you keep access to the Service until then. Fees already paid are not refunded, except as required by law.

8.4 Disputed Charges

You must raise any billing dispute in writing within sixty (60) days of the disputed charge by contacting billing@nextplayai.xyz. Failure to do so within sixty (60) days waives the right to dispute the charge, except where such waiver is prohibited by law.

8.5 No Unilateral Modification of Fees

We will not increase Subscription fees during a paid term. Any change to the Fee Schedule requires at least thirty (30) days' notice to you under Article 22 and applies only from the start of your next billing period.

ARTICLE 9 — USER CONTENT AND INTELLECTUAL PROPERTY

9.1 Customer Data Ownership

You retain all right, title, and interest in and to Customer Data. Subject to this Agreement, you grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, modify (only as technically necessary for service delivery), and display Customer Data solely as necessary to:

• operate, maintain, and provide the Service to you;
• prevent or address technical or security issues;
• comply with applicable law or legal process; and
• develop and improve the Service through aggregated, de-identified analytics that cannot reasonably be used to identify you or any Member.

9.2 No Use of Customer Data for AI Training Without Consent

We will not use Customer Data, Member Personal Information, or any data containing personal health information to train AI models without your express, separate written consent. Aggregated, fully de-identified usage statistics may be used for service-improvement purposes consistent with PIPEDA and other applicable Data Protection Laws.

9.3 Platform Intellectual Property

The Service — including all software, AI models, algorithms, designs, text, graphics, interfaces, trademarks, service marks, and other proprietary content — is owned by Next Play AI or its licensors and is protected by copyright, trademark, patent, and other intellectual property laws of Canada and other jurisdictions.

You may not copy, reproduce, distribute, sell, modify, create derivative works of, or otherwise exploit any of our intellectual property without express written authorization, except for the limited use rights granted under this Agreement.

9.4 Customer Content Representations

You represent and warrant that:

• you own or have all necessary rights in Customer Data;
• Customer Data does not violate any third-party right (including intellectual property, privacy, and publicity rights);
• you have obtained all necessary consents from Members (and from the parents or guardians of any minor Member) before submitting their Personal Information to the Service.

9.5 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback without restriction. We are not obligated to act on feedback or to compensate you for it.

ARTICLE 10 — PRIVACY AND DATA PROTECTION

10.1 Your use of the Service is governed by our Privacy Policy and, where you act as a data controller and we act as data processor for Personal Information you submit, by the Data Processing Addendum ("DPA"), each of which is incorporated by reference. The DPA includes the processor or service-provider terms required by the Data Protection Laws that apply to that processing.

10.2 We process Personal Information in compliance with PIPEDA, which applies to our own handling of Personal Information as a Canadian organization, and with the other Data Protection Laws that apply to us. Health-related information collected from Members and their parents or guardians — including allergies, medical conditions material to participation, current medications, concussion and injury history, and emergency-contact and emergency-treatment information — is sensitive personal information and must be treated by the Club as requiring express consent (or, where a law requires it, a separate or written consent), together with enhanced safeguards. Where the Club operates in Ontario, the Club collects and handles it as an organization subject to PIPEDA; the Club is not a "health information custodian" within the meaning of section 3 of PHIPA; and Next Play AI acts as the Club's service provider (processor) under PIPEDA, not as an "agent" under PHIPA. Outside Ontario, the Club is responsible for identifying and meeting any additional conditions its law places on health data (for example, U.S. state consumer-health-data laws).

10.3 Data Controller Framework. You acknowledge that as the operator of your Club, you are the sole data controller (or the equivalent accountable organization, "business", or "controller" under the Data Protection Laws that apply to you) of Member Personal Information collected, stored, or processed through the Service, including health-related information. We act as your data processor (or "service provider") and process Member Personal Information only on your instructions and as set out in the DPA.

For a Club operating in Ontario, PHIPA applies only in defined circumstances: (a) where the Club receives personal health information from a health information custodian (for example, a physician's concussion-clearance or return-to-sport note), the Club is a "recipient" and, under PHIPA section 49, may use or disclose that information only for the purpose for which it was disclosed or as permitted or required by law; (b) where a regulated health-care practitioner (such as a team physician or physiotherapist) delivers health care through the Club, that practitioner is the custodian, and where Next Play AI hosts those records it acts as an electronic service provider to that custodian; and (c) health-card (OHIP) numbers, if collected at all, are collected only voluntarily for emergency-identification purposes, are never required, and are never used as a general identifier.

As the data controller, you are responsible for all retention, retrieval, and production obligations imposed on you by the laws that apply to you in respect of Member Personal Information, both during the term of this Agreement and after termination. Following termination, you assume exclusive responsibility for retaining your own records, in accordance with the data export and deletion process in Article 21.5.

10.4 We will notify you of any actual or reasonably suspected breach of security safeguards affecting Customer Data without undue delay after becoming aware of such breach. You remain responsible for any notifications to privacy regulators and to affected individuals required by the Data Protection Laws that apply to you (for example, the Office of the Privacy Commissioner of Canada under PIPEDA, the Information and Privacy Commissioner of Alberta or British Columbia, or a U.S. state attorney general or other state authority under state breach-notification law).

ARTICLE 11 — COMMUNICATIONS AND CASL COMPLIANCE

11.1 Service Communications

By creating an account, you consent to receive transactional and operational communications necessary for use of the Service, including account verification, security alerts, service updates, and legal notices. These communications are not commercial electronic messages and are not subject to opt-out under Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("CASL").

11.2 Marketing Communications — CASL

We will only send commercial electronic messages to your Club or its Authorized Users with express consent obtained through a separate, unchecked opt-in, and otherwise in accordance with any other anti-spam or electronic-marketing law that applies to the message (for example, the U.S. CAN-SPAM Act and, for text messages, the U.S. Telephone Consumer Protection Act). You may withdraw consent at any time using the unsubscribe mechanism in any commercial email, by updating your account preferences, or by emailing privacy@nextplayai.xyz. We will process opt-out requests within the timeframes required by CASL.

11.3 Member Communications by the Club

You acknowledge that compliance with CASL and any other anti-spam, electronic-marketing, or text-messaging law that applies to messages you send to your Members (including, in the United States, the CAN-SPAM Act and the Telephone Consumer Protection Act) is your responsibility. The Service provides functionality that helps you obtain and track Member consent, but the legal obligation to obtain and document any consent required before sending commercial electronic messages to a Member rests with the Club.

ARTICLE 12 — PAYMENT PROCESSING (STRIPE CONNECT)

12.1 Where the Service facilitates payments between your Members and your business using Stripe Connect or any successor payment processor, Next Play AI acts as a technical intermediary and, for Bookings, as the Club's limited payment collection agent under Article 12A.5, and in no other capacity. As between you and your Member, you remain:

• the supplier of the goods or services sold;
• the supplier of the goods or services and the merchant of record under the Direct Charges model, or, under the Destination Charges or Separate Charges and Transfers models, the supplier on whose behalf Next Play AI collects payment as limited payment collection agent under Article 12A.5;
• the party subject to the written-contract, cooling-off, refund, rescission, disclosure, advertising, and unfair-practices obligations under the consumer-protection law that applies to your contracts with Members (for a Club in Ontario, including the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sch. A);
• responsible for all applicable goods and services, harmonized sales, provincial sales, and U.S. state and local sales and use tax obligations.

12.2 Except as set out in Article 12A, our role is limited to:

• routing payment instructions you initiate;
• configuring payout-timing parameters on your connected payment account in accordance with the specifications of your plan (including delayed payout windows intended to facilitate cooling-off refunds); and
• initiating refunds you or your Member trigger through the Service.

12.3 We make no representation that any particular payout-timing configuration is sufficient to satisfy the refund-timing or cooling-off requirements of any particular jurisdiction. You remain responsible for confirming that the configuration you select is adequate under the law that applies to your contracts with Members. Payment features are available only in countries and for business types supported by our payment processor, and your use of them is also subject to that processor's terms.

12.4 AI-Automated Financial Actions

If you enable AI Agents, automated workflows, or smart rules to assess and process refunds, waive fees, or alter billing schedules (for example, automatically issuing a refund based on an email request citing a consumer-protection law), you accept absolute financial responsibility for those automated decisions. Our role remains limited to routing the payment instructions initiated by your account configurations.

ARTICLE 12A — BOOKING LISTINGS AND CONSUMER BOOKINGS

12A.1 Opting in; where available. Booking Listings are optional. The Club may publish them only for Venues and programs located in a region where SportsX has opened consumer bookings. As of this version, consumer bookings are open only for Venues and programs in Ontario, priced in Canadian dollars. SportsX may add regions by notice under Article 22.

12A.2 The Club is the supplier. For each Booking, the contract to use the court or facility, or to attend the program, is between the Club and the Booker. The Club is responsible for supplying the Booking as described, for the condition and safety of its Venue, for supervision and the conduct of its programs, for its staff and coaches, and for its rules. SportsX does not operate, inspect, or supervise any Venue or program and does not vouch for the Club to Bookers.

12A.3 Accuracy of Booking Listings. The Club is responsible for the accuracy and lawfulness of everything it publishes in a Booking Listing, including the Venue address, sport, court or program description, availability, Booking Price, any deposit, any age, equipment, or supervision requirements, its facility rules, and its cancellation and refund policy. The Club must keep availability current, including by blocking times that are not available. SportsX displays Booking Listings, including through the Connector to AI assistants, as the Club provides them, and records what was shown to the Booker at checkout.

12A.4 Confirmed Bookings must be honoured. A Booking is confirmed when SportsX sends the Booker a confirmation. The Club must honour every confirmed Booking. The Club must not close, block, or reassign a booked time without contacting SportsX and the Booker, and closing a time in the Service does not cancel a confirmed Booking. If the Club cannot supply a confirmed Booking for any reason other than the Booker's fault, the Booker is entitled to a full refund of the amount paid for the part not supplied (or, if the Booker agrees, another time or court), and the Club bears that refund under Article 12A.7.

12A.5 Appointment as limited payment collection agent. The Club appoints Next Play AI as its limited agent solely to accept payments from Bookers for Bookings, on the Club's behalf, and to hold and remit those funds to the Club as described in this Article and the Fee Schedule. The Club agrees that a Booker's payment to Next Play AI for a Booking satisfies the Booker's obligation to pay the Club that amount, whether or not Next Play AI has yet remitted it to the Club, and the Club will not seek payment of that amount from the Booker. This appointment gives Next Play AI no other authority to act for the Club and does not make Next Play AI the supplier of any Booking.

12A.6 Payouts and fees. Next Play AI will remit the Booking Price, less the Commission and any payment-processing fees allocated to the Club, to the Club's connected payment account on the payout schedule configured for the Club's account. The Commission rate, any service fee charged to Bookers, and the payout schedule are set out in the Club's Fee Schedule. SportsX may change the Fee Schedule only on at least thirty (30) days' notice under Article 22, and a change does not apply to Bookings already confirmed.

12A.7 Refunds and chargebacks. The Club authorizes Next Play AI to issue refunds to Bookers on the Club's behalf, and to recover the refunded amount from the Club's balance or future payouts, where (a) Article 12A.4 applies; (b) the Booker is entitled to a refund under the Club's published cancellation policy or applicable law; or (c) a court, regulator, or card network requires it. Where a refund results from a payment error by SportsX (such as a duplicate charge or a charge for a Booking that was not confirmed), SportsX bears it. Chargebacks and disputes relating to the supply of a Booking (for example, a Booking the Club did not honour) are borne by the Club, and the Club will provide evidence within the time the payment processor requires.

12A.8 Consumer-protection disclosures. The Club is the supplier for the purposes of consumer-protection law (in Ontario, including the internet-agreement rules of the Consumer Protection Act, 2002). SportsX presents the pre-contract disclosures on the checkout page and sends the Booker a copy of the agreement by confirmation email on the Club's behalf, using the information in the Booking Listing. The Club is responsible for the accuracy and completeness of that information and for any additional disclosure, written contract, or cancellation right that the law requires for its programs (for example, a personal development services contract), and must not publish a cancellation or refund policy that is less favourable to Bookers than the law allows.

12A.9 Taxes. The Club is responsible for determining, charging, and remitting any sales taxes (including HST) that apply to the Booking Price, and for any tax registration it requires. The tax amount shown to the Booker at checkout is calculated using the tax settings configured for the Club's payment account.

12A.10 Booker information. For each Booking, SportsX gives the Club the Booking details and the Booker's email address and any phone number the Booker provided, so the Club can supply the Booking and check the Booker in. The Club handles that information as its own controller under the privacy law that applies to it, may use it only to supply and administer the Booking, its Venue rules, and its legal obligations, and must not send the Booker commercial electronic messages unless the Booker has given the consent that anti-spam law requires. Information the Club receives through a Booking is not Customer Data processed by SportsX on the Club's behalf, except to the extent it is stored in the Club's account in the Service.

12A.11 AI assistants and the Connector. By publishing a Booking Listing, the Club authorizes SportsX to make it available through the Connector to third-party AI assistants. The Connector exposes only Booking Listing information, availability, quotes, and temporary holds. It does not expose Member records, health, incident, or safeguarding information. SportsX does not control what a third-party AI assistant says about a Booking Listing, and the Booking details on the SportsX checkout page and confirmation govern each Booking.

12A.12 Pausing listings. SportsX may pause or remove a Booking Listing, or suspend Booking Listings for the Club, if it reasonably believes that a listing is inaccurate or unlawful, that the Club is not honouring confirmed Bookings, or that continuing would expose Bookers or SportsX to harm. Where practicable, SportsX will give notice first. Pausing does not cancel confirmed Bookings.

ARTICLE 13 — THIRD-PARTY SERVICES

13.1 The Service may integrate with or link to third-party services, applications, or websites ("Third-Party Services"), including hosting infrastructure, AI model providers, payment processors, email service providers, and analytics providers. The current list of our service providers is published in the Privacy Policy.

13.2 We do not control Third-Party Services and are not responsible for their content, privacy practices, terms, availability, or accuracy. Your use of Third-Party Services is governed by the terms and privacy policies of those services.

13.3 Third-Party AI Infrastructure

Certain AI capabilities within the Service rely on third-party artificial-intelligence infrastructure. We disclaim all liability arising from service outages, policy changes, data-processing constraints, or degradation of accuracy originating from these third-party providers.

13.4 Parent-Selected Agents and Connected Services

A parent, Booker, or guardian may use a separately operated service or AI assistant to search for a Club program or Booking Listing, request a booking, manage a calendar, or prepare a message. Where the Club publishes Booking Listings, such a service may use the Connector under Article 12A.11. A connection to SportsX does not make that service our agent or authorize it to act for the Club. The third party's own terms and privacy notice govern information the parent gives it directly. If the Club enables a connection, the Club must configure its permitted scope and ensure that Member data is shared only with an appropriate legal basis and the required notices and consents. SportsX remains responsible for its own Service and for processing under the Privacy Policy and DPA; this Article does not transfer those responsibilities to the Club or the third party.

Any connected action that commits a parent or Club to a booking, payment, cancellation, public message, or disclosure of sensitive information requires the relevant person's clear authorization before it is carried out. A search result or preliminary recommendation is not a confirmed reservation, payment, or safety clearance. Club staff remain responsible for reviewing eligibility, safeguarding, and incident decisions. A parent seeking to withdraw permission given directly to an external agent should contact that provider. For a SportsX connection, the parent may contact the Club or SportsX privacy contact about future access; withdrawal does not undo an action already completed or a record that must lawfully be retained.

ARTICLE 14 — CLUB'S NON-DELEGABLE OBLIGATIONS

You acknowledge and agree that many of the obligations the Service is designed to support are non-delegable duties imposed on you, under the laws of each state, province, or territory where you operate, as the supplier, operator, employer, licence-holder, facility owner, or person in a position of trust. Wherever you operate in the Service Area, they typically include consumer-contract and refund rules; youth-safety screening and background checks; safeguarding, abuse-prevention, and mandatory reporting duties; concussion and return-to-play rules; privacy and data-protection duties (including for children's and health data); accessibility, anti-spam, text-messaging, employment, and workplace-safety law; record retention; and the rules of any sport-governing body you belong to. In the United States, for example, these include the obligations that apply to organizations affiliated with a national governing body under the federal Safe Sport legislation and the U.S. Center for SafeSport's policies, state child-abuse reporting laws, and state background-check and youth-concussion laws; in other Canadian provinces and territories, they include that jurisdiction's own consumer-protection, privacy, child-protection reporting, and (where enacted) concussion-safety laws. These examples are illustrative only and are not a complete statement of any jurisdiction's law.

For a Club operating in Ontario (the current Supported Jurisdiction), those obligations include, without limitation:

• the disclosure, written-contract, cooling-off, refund, term-limit, renewal, and unfair-practices obligations under the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sch. A (and, once proclaimed, the Consumer Protection Act, 2023, S.O. 2023, c. 23, Sch. 1);
• the annual concussion-awareness, code-of-conduct, removal-from-sport, and return-to-sport obligations under Rowan's Law (Concussion Safety), 2018, S.O. 2018, c. 1;
• the screening, expiry, and self-declaration obligations for positions of trust under the Police Record Checks Reform Act, 2015, S.O. 2015, c. 30;
• the record-retention implications for minors under the Limitations Act, 2002, S.O. 2002, c. 24, Sch. B;
• the registration, inspection, signage, and maintenance obligations under the Defibrillator Registration and Public Access Act, 2020, S.O. 2020, c. 21;
• where the Club itself is or becomes subject to PHIPA — for example, as a "recipient" of personal health information from a health information custodian, or where a regulated health-care practitioner delivers health care through the Club — the Club's own obligations under the Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sch. A, and otherwise the collection, use, disclosure, and safeguarding obligations in respect of sensitive health-related personal information under PIPEDA;
• the accessibility standards under the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11;
• the express-consent, identification, and unsubscribe obligations in respect of commercial electronic messages under Canada's Anti-Spam Legislation, S.C. 2010, c. 23;
• the mandatory reporting duty under the Child, Youth and Family Services Act, 2017, S.O. 2017, c. 14, Sch. 1, s. 125 — every person (including coaches, administrators, and volunteers) who has reasonable grounds to suspect that a child is or may be in need of protection must report promptly to a children's aid society;
• the post-termination retention obligation set out in Article 21.5, including the retention of signed documents and Member records for the periods required by Ontario law (or, for a Club elsewhere, its own law) after the Club assumes sole responsibility for those records;
• applicable obligations under the Occupational Health and Safety Act, R.S.O. 1990, c. O.1, the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sch. A, the Employment Standards Act, 2000, S.O. 2000, c. 41, the Human Rights Code, R.S.O. 1990, c. H.19, the Universal Code of Conduct to Prevent and Address Maltreatment in Sport (UCCMS), and any Ontario provincial sport-organization policy binding on you.

Use of the Service does not transfer, reduce, waive, or satisfy any of the foregoing obligations. They remain yours in full. We provide software that helps you track and execute your own compliance work; we do not assume your legal duties.

ARTICLE 15 — COMPLIANCE IS THE CLUB'S RESPONSIBILITY

You are solely responsible for:

• determining which laws, regulations, standards, insurance requirements, sport-governing-body rules, and industry best practices apply to your business;
• obtaining independent legal advice on how those laws apply to your specific facts, personnel, facility, and Members;
• configuring the Service consistent with those requirements;
• auditing and verifying the logic, actions, and Generative AI Outputs of any AI Agent deployed within your account;
• reviewing each document, workflow, record, and report produced by the Service for accuracy and fitness for your intended use;
• retaining records for the periods required by the laws that apply to you (for a Club in Ontario, minor-Member records may need to be kept well beyond fifteen (15) years because of the Limitations Act, 2002), which remain your responsibility, including after the data export and deletion process under Article 21.5;
• giving the notices, obtaining the consents, and completing the assessments (such as a privacy impact assessment, or a data protection assessment required by some U.S. state privacy laws) that the Data Protection Laws applicable to you require, including for the storage of Member Personal Information in Canada and its processing by our subprocessors;
• monitoring and responding to complaints, claims, regulatory enquiries, inspections, audits, and proceedings;
• notifying regulators and affected individuals of privacy breaches in accordance with the Data Protection Laws that apply to you; and
• communicating the substance of these Terms — particularly the AI human-in-the-loop requirement and the non-delegable-obligations clause — to your Authorized Users.

ARTICLE 16 — EDUCATIONAL AND MARKETING CONTENT

16.1 Educational content, marketing materials, blog posts, whitepapers, readiness self-checks and their results, landing-page copy, and in-product informational notes that reference statutes, regulations, case law, or monetary penalties are provided for general informational purposes only. They summarize publicly available material and are not a substitute for legal advice specific to your facts.

16.2 References to monetary penalties, case citations, statutory deadlines, or in-force dates reflect our good-faith understanding as of the date the content was last updated and may not reflect the current state of the law in any jurisdiction.

16.3 This disclaimer applies equally to content delivered by email, in-app banners, podcasts, webinars, training sessions, and any self-assessment result or report we have provided in response to a website form submission (including any report generated through a website self-check tool that we have since withdrawn).

ARTICLE 17 — PROFESSIONAL REFERRALS

17.1 If we refer you to a lawyer, paralegal, insurance broker, background-check provider, accountant, medical professional, or other third party (each a "Professional"), such referral is informational only and is not a recommendation, endorsement, or vetting by Next Play AI.

17.2 A referral does not create any relationship between you and Next Play AI with respect to the subject matter of your engagement with the Professional, and does not make Next Play AI a party to that engagement.

17.3 Any advice or services rendered by a Professional are solely the Professional's responsibility. You are responsible for satisfying yourself as to the qualifications, availability, scope of engagement, and fee structure of any Professional before retaining them. Next Play AI shall have no liability for the acts, omissions, or work product of any Professional.

ARTICLE 18 — NO WARRANTY OF LEGAL OUTCOMES

To the maximum extent permitted by applicable law, Next Play AI makes no representation, warranty, condition, or guarantee — whether express, implied, statutory, collateral, or arising by course of dealing or usage of trade — that any document generated through the Service, any workflow we automate, any record we retain, any notification we deliver, or any report, dashboard, or export we produce will be:

• enforceable, binding, or admissible against any person, including without limitation a Member, parent, guardian, coach, employee, volunteer, contractor, insurer, or regulator;
• accepted by any court, tribunal, arbitrator, regulator, or adjudicator as evidence, as a defence, or as a bar to a claim;
• sufficient to discharge any regulatory, statutory, common-law, or contractual obligation you owe to any person;
• sufficient to avoid, reduce, prevent, or mitigate any fine, penalty, damages award, administrative monetary penalty, regulatory order, insurance-coverage denial, or other liability;
• compliant with the law of any particular jurisdiction at any particular time; or
• free from operational interruptions, logic failures, content filtering, or inaccuracies caused by third-party AI model providers.

The Service is provided "as is" and "as available." Next Play AI disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and quiet enjoyment, to the extent permitted by law.

Some provinces, territories, and U.S. states do not allow certain implied warranties or conditions to be excluded. In those jurisdictions, the exclusions in this Article apply only to the extent the law permits.

ARTICLE 19 — LIMITATION OF LIABILITY

19.1 To the maximum extent permitted by applicable law, Next Play AI Inc. and its officers, directors, employees, contractors, licensors, suppliers, and agents (collectively, the "Next Play AI Parties") shall not be liable to you, your Authorized Users, your Members, or any third party for any:

• indirect, incidental, consequential, special, exemplary, punitive, or aggravated damages;
• lost profits, lost revenue, lost goodwill, lost customers, lost business opportunity, lost data, or lost savings;
• costs of substitute goods or services;
• legal fees, regulatory defence costs, litigation costs, or settlement costs incurred by you or any third party; or
• fines, administrative monetary penalties, restitution orders, or class-action settlements imposed on you,

in each case whether arising in contract, tort (including negligence and gross negligence), strict liability, statute, equity, or any other legal theory, and whether or not the Next Play AI Parties were advised of, knew of, or should have known of the possibility of such damages.

19.2 Liability Cap

The total aggregate liability of the Next Play AI Parties for all claims arising out of or in connection with this Agreement, the Service, any Template, any Generative AI Output, any automated AI Agent action, any referral, or any related matter — whether in a single claim or in the aggregate — shall not exceed the greater of (a) the fees actually paid by you to Next Play AI for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, and (b) five hundred Canadian dollars (CAD $500) or its equivalent in your billing currency, so that a non-zero cap applies during any free or promotional period in which no fees have yet been paid.

19.3 Carve-Outs

Nothing in this Article excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, or personal injury or death caused by negligence, and liability for intentional or grossly negligent conduct in any jurisdiction whose law does not permit that liability to be excluded or limited.

ARTICLE 20 — INDEMNIFICATION BY THE CLUB

You shall indemnify, defend, and hold harmless the Next Play AI Parties from and against any and all claims, liabilities, damages, losses, judgments, awards, settlements, fines, administrative monetary penalties, and expenses (including reasonable legal fees on a solicitor-and-own-client basis and the costs of defending any regulatory proceeding) arising out of or in connection with:

• your use of the Service, of any Template, or of any AI Agent;
• any contract, waiver, consent, acknowledgment, notice, disclosure, or other document you deliver to a third party that was generated, modified, or facilitated through the Service (including any PDSA, Liability Waiver, Parental Indemnity, Rowan's Law acknowledgment, PIPEDA Consent, or equivalent document generated using a Template);
• your use of Compliance Content, a Template, or Generative AI Output outside a Supported Jurisdiction without the independent local legal review required by Article 3.7;
• any registration for or use of the Service by or for a Club established or operating outside the Service Area, in breach of Article 3;
• any financial loss or billing dispute resulting from automated workflows or generative decisions authorized by your account;
• any incident, injury, illness, concussion, death, abuse, discrimination, harassment, property damage, theft, claim, complaint, or proceeding involving a Member, parent, guardian, coach, assistant, employee, volunteer, contractor, or visitor of your club;
• any Booking Listing, Booking, or Venue, including any claim by a Booker or participant arising from the Club's failure to honour a Booking, the condition of its Venue, the conduct of its program, or the inaccuracy of its Booking Listing, except to the extent caused by SportsX's own breach of Article 12A or negligence;
• your violation of any law, regulation, insurance requirement, sport-governing-body rule, or third-party right (including privacy and intellectual-property rights);
• any representation or warranty you make to your Members, staff, or regulators about the Service, about the enforceability of any Template, or about your compliance with law;
• your failure to retain, safeguard, or produce records as required by the laws that apply to you after the data export and deletion process under Article 21.5; and
• your failure to maintain insurance adequate for your business.

Next Play AI may, at its option, assume the exclusive defence and control of any matter otherwise subject to your indemnification obligation, in which event you will cooperate in asserting any available defences. You will not settle any such matter in a manner that admits liability on the part of any Next Play AI Party or imposes any obligation on any Next Play AI Party without our prior written consent.

ARTICLE 21 — TERM AND TERMINATION

21.1 Term

This Agreement begins when you first accept it (by clicking "I Agree" or equivalent) and continues for the billing period of your Subscription under Article 8 or any applicable order form, and any renewals.

21.2 Termination by You

You may terminate this Agreement at any time by:

• giving us at least thirty (30) days' written notice and following the account-closure process; or
• immediately, for our material breach not cured within thirty (30) days of written notice.

21.3 Termination by Us

We may terminate or suspend your access immediately, with or without notice, for:

• material breach of these Terms;
• conduct that creates a regulatory or reputational risk to us or to any other person;
• failure to pay fees more than thirty (30) days overdue, after written notice and cure period;
• conduct that endangers the safety of any Member or other person;
• cessation of the Service.

21.4 Effect of Termination

Upon termination:

• your licence to use the Service immediately terminates;
• you must cease all use of the Service;
• we will make your Customer Data available for export and then delete it in accordance with the data export and deletion process in Article 21.5;
• the provisions identified in Article 26.10 (Survival) survive any termination or expiration of this Agreement.

21.5 Data Export and Deletion on Exit

The Club may export its data from the Service at any time in a commonly used format. On termination or expiry, SportsX will, at the Club's option, make the Club's data available for export for thirty (30) days, after which SportsX will delete or de-identify the Club's data in the ordinary course (subject to backups cycling out and to any retention required by law). The Club is responsible for retaining its own records after export, including any records the Club must keep under the laws that apply to it (for a Club in Ontario, for example, under the Consumer Protection Act, 2002, the Income Tax Act, the Limitations Act, 2002, or Rowan's Law). For a Club in Ontario, any personal health information the Club received from a health information custodian remains subject to the recipient limitation in PHIPA section 49 in the Club's hands after export. SportsX maintains a minimal signing-event audit record as described in Article 23.3.

ARTICLE 22 — MODIFICATIONS TO THESE TERMS

22.1 Updates

We may modify these Terms at any time. Material changes will be communicated via:

• in-app notification requiring affirmative acknowledgment;
• email to the address on file; and
• posting on our website.

22.2 Effective Date of Changes

Updated Terms take effect thirty (30) days after notice for material changes, or immediately for changes required by law or to address security or service-integrity issues. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

22.3 Right to Reject

If you do not accept material changes within the thirty (30) day notice period, you may terminate this Agreement by following the procedure in Article 21.2(a). We will not modify the substantive risk-allocation provisions of Articles 14 through 20 in a manner adverse to you without your express written consent.

22.4 Audit Trail

We maintain records of accepted Terms versions, including date, time, IP address, account ID, and document version, as part of the audit trail described in Article 23.

22.5 Prior Versions

Prior versions of these Terms are available on request from legal@nextplayai.xyz.

ARTICLE 23 — ELECTRONIC RECORDS AND SIGNATURES

23.1 Consent to Electronic Records

You consent to conduct business electronically and to receive all communications, agreements, notices, and disclosures electronically. Electronic records satisfy any legal requirement for written records under the Electronic Commerce Act, 2000, S.O. 2000, c. 17 ("ECA") and PIPEDA Part 2 and, to the extent they apply, other electronic-transactions laws (such as the electronic-commerce statutes of other Canadian provinces and territories, the U.S. ESIGN Act, and state enactments of the Uniform Electronic Transactions Act).

23.2 Electronic Signatures

Electronic signatures on this Agreement and related documents are valid and enforceable pursuant to the ECA and PIPEDA Part 2 and, to the extent they apply, the other electronic-transactions laws referred to in Article 23.1. You agree that clicking "I Agree", checking a consent box, entering your name in a signature field, or completing any other affirmative act on the Service designed to indicate agreement constitutes your valid electronic signature and is legally equivalent to a handwritten signature.

Some jurisdictions require particular formalities for certain documents (for example, documents signed for or by minors, or certain consumer, employment, or health documents). The Club is responsible for confirming that electronic execution is permitted, and effective, for each document it uses with its Members under the law that applies to that document.

23.3 Audit Records

For each document acceptance, the Service records:

• account ID and email address;
• document title and version hash;
• UTC timestamp;
• IP address;
• device and browser information;
• method of acceptance (checkbox, signature field, etc.).

Audit records of the Customer's acceptance of these Terms are retained by Next Play AI for SportsX's own compliance and audit purposes for seven (7) years as a minimal signing-event audit record. Audit records relating to documents the Customer executes through the Service to its Members are governed by the data export and deletion process in Article 21.5: the documents and their signing-event metadata are made available to the Customer in the export, and Next Play AI retains only a minimal signing-event audit record thereafter.

ARTICLE 24 — GOVERNING LAW AND JURISDICTION

24.1 This Agreement and any dispute arising out of or in connection with it (including its formation, validity, interpretation, performance, breach, or termination) shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. This choice of law applies to Customers throughout the Service Area, including in the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

24.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario seated in the City of Toronto for the resolution of any dispute arising out of or in connection with this Agreement, subject only to any mandatory consumer-protection statute, class-proceedings legislation, or other non-waivable provision of the law of your jurisdiction that overrides this choice.

24.3 Mandatory local law. Nothing in this Agreement deprives you of the protection of any provision of the law of the state, province, or territory in which you are established that cannot be excluded or varied by agreement (including any non-waivable consumer-protection, privacy, or forum provision). Where such a provision applies, it prevails to the extent of the inconsistency, and the rest of this Agreement continues to apply.

24.4 No mandatory arbitration. This Agreement does not require either party to submit any dispute to binding arbitration. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction at any time to protect intellectual property rights or prevent imminent harm.

ARTICLE 25 — CHANGES IN LAW

25.1 The statutes, regulations, case law, administrative guidance, and industry standards referenced in the Service and its Templates are subject to amendment, judicial interpretation, repeal, or replacement at any time. We endeavour to update Templates, workflows, in-product guidance, and educational content to reflect material changes of which we become aware, but we provide no warranty that our updates are timely, complete, accurate in any particular jurisdiction, or reflective of the current state of the law.

25.2 We are not obligated to notify you individually of any change in law, Template, or Service feature, and the availability of an update within the Service shall not be construed as advice that you must take a particular action in response to it. You remain responsible for monitoring changes in law relevant to your business and for taking such action as your counsel advises.

ARTICLE 26 — GENERAL PROVISIONS

26.1 Entire Agreement

These Terms, together with the Privacy Policy, the Cookie Policy, the Data Processing Addendum, the Fee Schedule, and any applicable order form, constitute the entire agreement between you and us regarding the Service. They supersede all prior or contemporaneous oral or written agreements.

26.2 Severability

If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms shall remain in full force and effect. If any provision of Articles 14 through 20 (including any limitation of liability, indemnity, or carve-out) is found unenforceable, the parties intend that it be reduced in scope to the minimum extent necessary to render it enforceable rather than struck entirely.

26.3 No Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision.

26.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets, on prior notice to you.

26.5 Force Majeure

Neither party is liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, strikes, natural disasters, pandemics, government action, or failures of third-party infrastructure, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

26.6 Notices

Legal notices to Next Play AI must be sent to:

Next Play AI Inc. Attention: Legal Department 2030 Bristol Circle, Suite 210, Oakville, Ontario, Canada L6H 6P5 legal@nextplayai.xyz

For general enquiries, contact contact@nextplayai.xyz.

Legal notices to the Customer will be sent to the email address and postal address on file in the Customer's account.

26.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

26.8 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party (including Members), except for the Next Play AI Parties named in Articles 19 and 20.

26.9 Language

These Terms are written in the English language. Any translation we provide is for convenience only, and the English version prevails to the extent of any inconsistency.

26.10 Survival

The following Articles survive any termination or expiration of this Agreement: 7 (No Legal Services), 9 (User Content and IP), 10 (Privacy and Data Protection), 14 (Non-Delegable Obligations, including post-termination retention), 15 (Compliance), 16 (Educational Content), 17 (Professional Referrals), 18 (No Warranty), 19 (Limitation of Liability), 20 (Indemnification), 21.4–21.5 (Effects of Termination; Data Export and Deletion), 23.3 (Audit Records), 24 (Governing Law), 25 (Changes in Law), 26 (General Provisions), and 27 (Acknowledgment).

ARTICLE 27 — ACKNOWLEDGMENT

By creating an account, subscribing to the Service, installing any component of the Service, continuing to use the Service after notice of any amendment to these Terms, accessing any Template, authorizing any AI Agent workflow, generating any document through the Service, or accessing any report produced by the Service, you acknowledge and agree that:

• you have read and understood this entire Agreement;
• you have had the opportunity to obtain independent legal advice before agreeing to it;
• Next Play AI is not providing you legal services and no solicitor-client relationship exists between you and Next Play AI;
• you accept the allocation of risk and responsibility set out in Articles 14 through 20 as an essential basis of the commercial bargain between you and Next Play AI, and that Next Play AI would not offer the Service on commercially reasonable terms in the absence of this allocation;
• you accept that, on termination, your data is made available for export and then deleted, and that retaining your own records after export is your sole responsibility, as described in Article 21.5;
• you will communicate the substance of these Terms — particularly the human-in-the-loop AI requirement (Article 6.3), the non-delegable obligations (Article 14), the Member-facing compliance responsibility (Article 15), and the data export and deletion process (Article 21.5) — to your officers, directors, employees, contractors, and Authorized Users who use the Service on your behalf.

Plain-English summary (for the avoidance of doubt). SportsX is software and AI — a set of tools and intelligent agents your club uses to manage operations and the legal paperwork your local law already requires you to do. We are not your lawyer; we do not give legal advice; and we cannot promise that any document or workflow we help you generate or automate will be perfect or accepted by a court or regulator. The legal duties stay with you. We help you do the work; the responsibility for getting it right, reviewing the AI's output, and making final decisions is yours. When you stop using the Service, we make all of your data and signed documents available to you for export, and after a 30-day window we delete our copies (except a small audit record of hashes and signing events for our own records); from then on, keeping those records is your responsibility. SportsX is offered only to clubs in the United States and Canada, excluding Québec; if your club is anywhere else, please do not sign up or use it. Our built-in compliance templates and rules currently cover Ontario only; if you operate in another province, territory, or U.S. state, have them checked against your local law before you rely on them. These Terms are governed by Ontario law, but you keep any protections your local law says cannot be taken away. If you want legal advice, please hire a lawyer licensed where you operate.

© 2026 Next Play AI Inc. · Oakville, Ontario, Canada · contact@nextplayai.xyz

SportsX Terms of Service for Clubs and Venues, Version 2.2 (Service Area: United States and Canada, excluding Québec) · Effective October 13, 2026 · Last updated October 13, 2026.