SERVICE SUBSCRIPTION AGREEMENT FOR SCHOOLS

Last revised: 31st July, 2020

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Reference is made to the web page, contract, or any other applicable order form or document (the “Order”) whereby you (“Subscriber”) subscribe for services (the “Services”) in connection with the mobile app “HomeCourt”, developed and published by NEX Team Inc., a Delaware corporation (“NEX Team”). This SERVICE SUBSCRIPTION AGREEMENT FOR SCHOOLS (this “Agreement”) is entered into by and between NEX Team and you in connection with your Order and subscription for the Services.

The parties agree as follows:

1. Services. The Services are described in your Order.

2. Grant of License to Services. Subject to the terms and conditions of this Agreement, NEX Team grants to Subscriber a limited, non-exclusive, non-transferable, non- sublicenseable, non-assignable right to use the Services, solely for Subscriber’s internal use. For clarity, ancillary commercial use is permitted (e.g., if Subscriber utilizes the Services in connection with Subscriber’s basketball coaching), but Subscriber may not sublicense the Services or otherwise resell the Services in any form (such permitted use is referred to hereinafter as “Ancillary Commercial Use”).

3. Incorporation by Reference. This Agreement incorporates by reference NEX Team’s Terms of Use (the “Terms of Use”) as set forth at www.homecourt.ai/legal/terms as well as all other terms referenced by the Terms of Use, including, without limitation, NEX Team’s Privacy Policy (the “Privacy Policy”). In the event of any conflict between a provision of this Agreement and a provision in the Terms of Use, such provision in this Agreement shall control. If the Order refers to any additional terms, then such terms are also incorporated herein by reference.

4. End User Accounts. Subscriber will be able to create and authorize others to create a number of HomeCourt user accounts to enjoy the premium services as set forth in the Order (“End User Accounts”) for use by its staff and students. For any End User Accounts to be used by a student under 18, Subscriber represents and warrants that the student’s use of the End User Account is authorized by the student’s parents or legal guardians. Further, for any End User Accounts to be used by anyone less than 13 years old (“Minor Account”), Subscriber represents and warrants that it is responsible to comply with the Children’s Online Privacy Protection Act (“COPPA”), which means that it must provide all necessary consents on behalf of or in lieu of the parents concerned (as applicable) to enable NEX Team to deliver services to such accounts in accordance with the Terms of Use and Privacy Policy. Subscriber must identify all Minor Accounts to NEX Team at its request. For the avoidance of doubt, NEX Team relies on Subscriber’s said consent to collect, use and disclose personal information of the Minor Accounts in accordance with COPPA.

5. Access to data of End User Accounts. Subscriber will be able to (a) access, amend or delete information and data held by End User Accounts and (b) change the privacy settings of End User Accounts to restrict disclosure of such information or data upon request by contacting NEX Team at support@homecourt.ai. By making such a request, Subscriber represents and warrants that the request is duly authorized by the user (or his/ her parent as applicable) of the End User Account or under COPPA.

6. Third-Party Links & Ads. Notwithstanding section 5.1 of the Terms of Use, NEX Team shall exercise best business endeavor to cease showing any Third-Party Links & Ads to all or any of the End User Accounts upon Subscriber’s request.

7. Fees. Subscriber shall pay to NEX Team the fee(s) set forth in the Order (the “Fees”).

8. Taxes. Other than net income taxes imposed on NEX Team, Subscriber will bear all taxes, duties, and other governmental charges resulting from this Agreement and the Services. Taxes will not be deducted from or set off against the Fees.

9. Hardware and Other Access Requirements. Unless otherwise specified in the Order, Subscriber shall be responsible for obtaining and maintaining all computer hardware, other software, and communications equipment needed to access the Services, and Subscriber shall also pay all third-party charges incurred while using the Services, including, without limitation, data transmission charges.

10. Restrictions. Subscriber shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services (except for Ancillary Commercial Use), whether in whole or in part, or any content displayed on the Services; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) interfere with or circumvent any feature of the Services; or (d) access the Services in order to build a similar or competitive product, or service.

11. Disclaimers. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND NEX TEAM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEX TEAM MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

12. Limitation of Liability. IN NO EVENT SHALL NEX TEAM OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE AGREEMENT, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN NO EVENT SHALL NEX TEAM’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY EXCEED THE FEES SUBSCRIBER PAID TO NEX TEAM DURING THE THREE (3) MONTHS PRECEDING THE CLAIM FOR THE SPECIFIC SERVICES RELATING TO THAT CLAIM. To the extent any jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions NEX Team’s liability shall be limited to the maximum extent permitted by law.

13. Term and Termination.

(a) This Agreement and the Order will take effect immediately and remain in effect for the subscription period set forth in the Order (the “Initial Term”) unless terminated in accordance with the provisions of this Agreement or the Order.

(b) After the Initial Term, if Subscriber has authorized a recurring payment in the Order, the Order and this Agreement will renew for successive terms of the same duration as the Initial Term (each, a “Renewal Term”), unless either party provides written notice (via email or other methods as designated by NEX Team) of non-renewal to the other party at least three (3) days prior to the end of the Initial Term or any Renewal Term, or unless otherwise terminated in accordance with the provisions of this Agreement or the Order.

(c) Either party may terminate the Order and this Agreement (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Further, (A) NEX Team may terminate the Order or this Agreement, or suspend the provision of Services thereunder, upon ten (10) days written notice if Subscriber fails to pay any Fees that are due and such nonpayment remains uncured at the end of such ten (10) day period, and (B) Subscriber may terminate this Agreement pursuant to Section 20 below.

(d) If this Agreement or the Order is terminated for any reason, Subscriber will pay to NEX Team any unpaid Fees or other amounts that have accrued prior to the effective date of the termination, any and all liabilities of Subscriber accrued prior to the effective date of the termination will survive, and Subscriber will discontinue all use of the Services and/or NEX Team will terminate Subscriber’s access to the Services. Upon termination of this Agreement or the Order, NEX Team will also have the right to suspend or remove any End User Accounts (including Minor Accounts), and Subscriber and users of these accounts will not be able to recover such data or content. All provisions of this Agreement that, by their nature, are intended to survive termination (including those related to limitations on liability) will remain in effect.

(e) For the avoidance of doubt, any Fees paid by Subscriber to NEX Team is not refundable except as expressly provided in this Agreement or the Order.

14. Limitation of Actions. No action arising out of or relating to this Agreement or the transactions it contemplates may be commenced against NEX Team more than twelve (12) months after the basis for such claim could reasonably have been discovered.

15. Governing Law and Designation of Forum. The laws of the State of California (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement. A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of California sitting in Santa Clara County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of California sitting in Santa Clara County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or transactions contemplated hereby.

16. Force Majeure. NEX Team will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond NEX Team’s reasonable control.

17. Assignment; Delegation. Subscriber may not assign any of its rights under this agreement or delegate any performance under this agreement, except with the prior written consent of NEX Team. Any purported assignment of rights or delegation of performance in violation of this section is void.

18. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.

19. Entire Agreement. This Agreement, the Order, and any terms incorporated herein or therein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements, whether written or oral, between the parties.

20. Amendments. This Agreement is subject to revision by NEX Team from time to time in connection with changes to its service offerings, compliance, or other reasons. If NEX Team revises this Agreement, NEX Team will make it available on its website, and indicate the date of the latest revision. In the event that the revisions materially alter Subscriber’s rights or obligations hereunder, NEX Team will make reasonable efforts to notify Subscriber of the change and the change will not become effective within 30 days (during which Subscriber may terminate this Agreement by written notice to NEX Team). Subscriber’s continued use of the Services after the revised Agreement has become effective indicates that Subscriber has have read, understood and agreed to the current version of this Agreement.