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This LeagueMinder License Agreement ("Agreement") states the terms and conditions under which LeagueMinder.com, Inc. ("LeagueMinder") makes its LeagueMinder™ software, which includes computer software and may include related media, printed materials and "on-line" or electronic documentation and related services (the "Software"), available on the www.LeagueMinder.com web site ("Website") to the individual registering for this Software ("Licensee" or "You").

BY CLICKING "I AGREE" BELOW, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE GIVEN ACCESS TO THE SOFTWARE.

1. LICENSED RIGHTS
1.1. License. LeagueMinder hereby grants to Licensee, and Licensee hereby accepts from LeagueMinder, during the term of this Agreement and subject to compliance by Licensee with the terms and conditions hereof, a nonexclusive, nontransferable license to permit a single user to access the Software from the Website and use the Software solely for the purpose of planning, coordinating and conducting athletic events and related services on the Website.
1.2. Restrictions on Licensed Rights. Licensee acknowledges that the components of the Software are subject to copyrights and other proprietary rights owned by LeagueMinder and its licensors. Licensee is prohibited from copying, duplicating, or permitting anyone else to copy or duplicate the Software or any module or other portion thereof. Licensee is further prohibited from (a) using the Software to process any data other than Licensee's data ("Licensee Data") related to the planning, coordinating and conducting of athletic events for middle and secondary school programs; and (b) from modifying, adapting, or creating derivative works based on the Software.
1.3. Access Procedures. Licensee shall be assigned a unique user name and password to use in order to gain access to the Software from the Website. Licensee shall also have the opportunity to change such passwords from time to time in accordance with Licensee's own internal security policies. Licensee acknowledges and agrees that Licensee shall be responsible for maintaining the confidentiality of its user name and password, and Licensee shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting use of the Software and access to and integrity of the data that can be accessed using the Software.
1.4. LeagueMinder Computing Environment. Licensee acknowledges that the Software resides in the LeagueMinder computing environment, which comprises both servers and telecommunications services, and that certain uses of the capabilities offered by the Software may render the software inaccessible or may impair the performance of the LeagueMinder computing environment for Licensee and/or LeagueMinder's other licensees. Accordingly, Licensee hereby covenants and agrees that it shall comply in all respects with any Acceptable Use Policy made available on the Website. In the event of any deviation by Licensee from the Acceptable Use Policy, LeagueMinder shall so notify Licensee and Licensee shall be obligated to put an immediate stop to such deviation. In the event of Licensee's failure to put an immediate stop to such deviation, LeagueMinder reserves the right to terminate Licensee's access to the Software.

2. IMPLEMENTATION AND MAINTENANCE
2.1. Hardware. Licensee shall be responsible for the procurement and installation of all applicable hardware and software necessary to access the Software and for maintaining all communications interfaces between Licensee's computer systems and the Software.
2.2. Host Facilities. LeagueMinder shall maintain and operate its data processing facilities in a reasonable manner in order to enable LeagueMinder to provide the Licensee with access to the Software in accordance with the terms and conditions of this Agreement.
2.3. System and Software Changes. LeagueMinder reserves the right, as reasonably necessary or convenient for LeagueMinder's own purposes, to improve the quality of service to Licensee, to change rules of operation, accessibility periods, Licensee identification procedures, types of equipment utilized by LeagueMinder, system interfaces, operating and other system and network software, utilities, and database software, and to implement enhancements or updates to the Software.
2.4. Maintenance. LeagueMinder shall provide preventive maintenance for the Software in accordance with its normal maintenance schedules and procedures, as modified from time to time during the term hereof. Licensee acknowledges that the Software and Website may be inaccessible during such maintenance procedures AND LEAGUEMINDER ASSUMES NO RESPONSIBILITY FOR LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION OR SUSPENSION OF ACCESS TO THE SOFTWARE FOR ANY REASON.

3. PAYMENTS
3.1. Annual License Fee. In return for the license granted in Section 1, Licensee shall pay LeagueMinder the agreed upon annual license fee in accordance with LeagueMinder's then-standard annual billing cycle. LeagueMinder reserves the right to adjust the amount on the license fee not more often than annually, upon sixty (60) days prior notice to Licensee.
3.2. Taxes. All amounts described herein are exclusive of all federal, state, municipal or other governmental excise, sales, value-added, use, personal property and occupational taxes, and, accordingly, the amount of all payments hereunder is subject to an increase equal to the amount of any tax LeagueMinder may be required to collect or pay in connection with the Software and related services other than any tax on the net income of LeagueMinder.
3.3. Payment Terms. All amounts due and payable to LeagueMinder hereunder shall be remitted by Licensee within thirty (30) days after Licensee's receipt of the applicable LeagueMinder invoice. Payments made under this Agreement after their due date will accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable, law, whichever is lower.

4. OWNERSHIP
4.1. Software; Website. The components of the Software and Website are subject to copyrights and other proprietary rights of LeagueMinder and its licensors. All rights, title and interest in and to the Software, the Website and any and all modifications to the foregoing which are prepared by or for LeagueMinder shall not pass to Licensee, but shall remain with LeagueMinder and its licensors. LeagueMinder shall be the sole owner of all inventions, discoveries, improvements, or enhancements relating to the Software (including without limitation any work of authorship that constitutes a "derivative work" of the Software within the meaning of the definition set forth in Section 101 of the U.S. Copyright Act), whether in written or unwritten form, that are developed by LeagueMinder.
4.2. Unauthorized Use. Licensee agrees to notify LeagueMinder immediately of the unauthorized possession, use, or knowledge of any component of the Software to which Licensee is given access under this Agreement and of other information made available to Licensee under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. Licensee will promptly furnish full details of such possession, use or knowledge to LeagueMinder, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with LeagueMinder in any litigation against third parties deemed necessary by LeagueMinder to protect its proprietary rights. Licensee's compliance with this Section shall not be construed in any way as a waiver of any right by LeagueMinder to recover damages or obtain other relief against Licensee for any act or omission which may have resulted in the unauthorized possession, use or disclosure.
4.3. Licensee Data. Licensee shall own all Licensee Data received by LeagueMinder as part of the Software. Licensee hereby grants LeagueMinder the right to use and share aggregated, non-Licensee identifiable and non-personally identifiable Licensee demographic data.

5. CONFIDENTIAL INFORMATION
In connection with this Agreement, Licensee and its employees, agents and contractors may have access to private and confidential information owned or controlled by LeagueMinder relating to the Software, the Website, and related equipment, apparatus, programs, software, specifications, drawings, pricing and other data. Similarly, LeagueMinder and its employees and agents may have access to private and confidential information owned or controlled by Licensee relating to Licensee's operations, suppliers and customers. All such information acquired by either party under this Agreement through its employees or agents shall be and remain its owner's exclusive property, and the receiving party shall keep, and shall obligate its employees, agents and contractors to keep, any and all such information confidential and shall not copy or disclose it to others without the owner's prior written approval, and shall return all tangible copies of such information to the owner promptly upon request. Nothing herein shall limit either party's use or dissemination of information not actually derived from the other party or information which has been or subsequently is made public by the owner or with the owner's consent.

6. WARRANTY DISCLAIMER
LEAGUEMINDER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SOFTWARE FOR A PARTICULAR PURPOSE, DATA ACCURACY, QUIET ENJOYMENT AND NONINFRINGEMENT. LEAGUEMINDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE DATA OR OTHER RESULTS GENERATED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE. IT IS THE RESPONSIBILITY OF LICENSEE TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ALL DATA AND RESULTS GENERATED THROUGH THE USE OF THE SOFTWARE.

7. TERM AND TERMINATION
7.1. Initial Term; Renewal. The term of this Agreement shall commence upon the date of acceptance of the terms and conditions of this Agreement and shall remain in effect for a period of one (1) year, unless sooner terminated in accordance with Section 7.2. Following the expiration of its initial term, this Agreement shall be automatically renewed for subsequent one (1) month terms unless either party gives written notice to the other party, not less than fifteen (15) days prior to the expiration of any term, of its intention not to renew.
7.2. Termination. This Agreement and the licensed rights granted hereunder may be terminated by either party in the event that the other party has not performed any material obligation or has otherwise breached any material term of this Agreement upon the expiration of thirty (30) days (or any longer cure period authorized by the nonbreaching party with respect to any individual breach) after receipt of written notice thereof if the breach or nonperformance has not then been cured. In addition, LeagueMinder reserves the right to terminate or suspend Licensee's access to the Software or the Website immediately, in the event that LeagueMinder believes your actions may expose LeagueMinder to legal liability.
7.3. Subsequent Obligations. Licensee's access codes for the Software shall be terminated on the effective date of any termination or expiration of this Agreement, and Licensee and its authorized users shall thereupon have no further ability to access or use the Software or any data Licensee may have stored in the LeagueMinder computing environment. LeagueMinder shall not intentionally purge, and shall use commercially reasonable efforts to retain all data Licensee has stored in the LeagueMinder computing environment for a period of at least thirty (30) days after the effective date of any termination or expiration of this Agreement, and so long as Licensee has paid all amounts due to LeagueMinder in accordance with Section 3, LeagueMinder shall during such thirty (30) day period provide a copy of such data that's available to LeagueMinder, in the form and format in which it is stored in the LeagueMinder computing environment, to Licensee at Licensee's request and expense.

8. INDEMNIFICATION
LeagueMinder shall indemnify, defend and hold Licensee harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) arising from any claim, demand, action or proceeding initiated by any third party based upon infringement of a copyright or trade secret as a result of Licensee's use of the Software if (a) Licensee has installed any enhancement supplied by LeagueMinder which results in total or partial avoidance of the alleged infringement; (b) the claim does not arise out of modification of the Software by anyone other than LeagueMinder or use of the Software with any other software and (c) Licensee has complied with all of the terms and conditions of this Agreement. In the event of a determination that the Software or Licensee's use of the Software infringes any proprietary right of any third party, LeagueMinder shall have the option, at its own expense, to (a) obtain for Licensee the right to continue using the Software, (b) replace the Software or modify it so that it becomes noninfringing, or (c) terminate this Agreement and the licensed rights granted herein.

9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST DATA, LOST BUSINESS OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF LEAGUEMINDER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO LEAGUEMINDER BY LICENSEE UNDER THIS AGREEMENT DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE(S) ON WHICH THE CLAIM(S) AROSE.

10. GENERAL TERMS
This Agreement, and any and all tort claims that may arise in connection with the Software and any related services, will be governed by the substantive laws of the Commonwealth of Pennsylvania. Neither this Agreement nor any rights granted hereby may be assigned by Licensee without the prior written consent of LeagueMinder. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. LeagueMinder and Licensee will be and shall act as independent contractors, and neither party is authorized to act as an agent or partner of, or joint venturer with, the other party for any purpose. Neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. Notwithstanding anything to the contrary in Section 10.1, in the event that (a) Licensee [or any user authorized by Licensee] attempts or threatens to use, copy, license, or convey the items supplied by LeagueMinder hereunder in a manner contrary to the terms of this Agreement, or (b) either party attempts or threatens to violate its obligations under Section 5, the aggrieved party shall have, in addition to any other remedies available to it, the right to injunctive relief. Each party hereby acknowledges that other remedies at law are inadequate in the circumstances set forth herein. Neither party shall be liable for any damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder or for failure to give the other party prior notice thereof when such delay or failure is due to the elements, acts of God, delays in transportation, delays or nonperformance by third party vendors or other causes beyond that party's reasonable control. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default. The respective rights and obligations of the parties under Sections 3, 4, 5, 7.3, 8, 9 and 10 shall survive the termination of this Agreement. Licensee agrees to be bound by LeagueMinder's privacy policy, terms of use or other policies governing the use of the Software or the Website, which policies are hereby incorporated into this Agreement by this reference, as such may be posted on the Website from time to time. The parties acknowledge that this Agreement, together with the exhibits attached hereto, set forth the complete, exclusive and integrated understanding of the parties which supersedes all proposals or prior agreements, oral or written, and all other prior communications between the parties relating to the subject matter of this Agreement.

BY PRESSING "I AGREE" BELOW, YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

To acknowledge that you agree to be bound by the terms and conditions of this Agreement, click "I Agree."

To indicate that you do not agree to be bound by the terms and conditions of this Agreement, click "I Do Not Agree" and do not attempt to use or access the Software.