Terms of Use

These Terms of Use ("Terms") govern your access to and use of the GameTime mobile application, web portal, and related services (collectively, the "Platform") operated by GameTime Inc., a corporation incorporated in Ontario, Canada ("GameTime", "we", "us").

These Terms apply to two types of users:

• Club Operators: sports and recreation clubs that subscribe to the Platform under a separate Club Subscription Agreement
• Members: individuals who access the Platform through a Club's account

If you are a Member, your Club has agreed to these Terms on your behalf as a condition of using the Platform. Your Club is responsible for ensuring Member use complies with these Terms.

You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any way that violates applicable law or regulation
• Attempt to gain unauthorized access to any part of the Platform or its underlying systems
• Copy, modify, reproduce, sell, sublicense, reverse-engineer, or create derivative works from any part of the Platform
• Access or probe the Platform via any automated tool or script without our written consent
• Transmit any harmful, offensive, defamatory, or disruptive content
• Impersonate any person or entity or misrepresent your affiliation with any Club
• Remove, alter, or obscure any copyright or proprietary notices on the Platform

We reserve the right to suspend or terminate access for any violation of these Terms, without notice and at our sole discretion. Such termination does not affect your obligations under Sections 6, 8, 9, 10, and 11, which survive termination.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify your Club administrator or GameTime immediately if you suspect unauthorized access. GameTime is not liable for losses arising from unauthorized use of your credentials where you have failed to take reasonable steps to protect them.

The Platform may from time to time automatically download and install updates. These updates are designed to improve functionality, fix defects, and enhance security. By using the Platform, you agree to receive such updates, which may occur without separate notice.

Club Operators are solely responsible for:

• The accuracy of member data entered into the Platform
• Compliance with all applicable laws governing their club operations, including employment, health and safety, and consumer protection laws
• Ensuring Members are informed of their Club's rules, policies, and fee structures
• Collecting any required consents from their members
• Managing member access and permissions appropriately

GameTime provides software tools only. We do not manage, operate, or supervise any Club and are not responsible for the actions, omissions, or obligations of any Club or its staff.

The Platform, including all software, design, text, graphics, and functionality, is owned by GameTime Inc. and protected by copyright, trademark, and other applicable intellectual property laws. All rights not expressly granted herein are reserved.

You retain ownership of personal content you upload (such as profile photos) but grant GameTime a non-exclusive, royalty-free, worldwide license to store and display that content solely as necessary to provide the Platform services.

Feedback: Any feedback, suggestions, ideas, enhancement requests, or other input you provide regarding the Platform ("Feedback") shall become the sole and exclusive property of GameTime. You hereby irrevocably assign to GameTime all right, title, and interest in and to all Feedback, and GameTime may use and incorporate it into the Platform without restriction, attribution, or compensation to you.

For Club Operators: Subscription fees are as agreed in your Club Subscription Agreement. All fees are in Canadian dollars unless otherwise specified. Fees are non-refundable except as expressly stated in your agreement.

For Members: Dues, booking fees, pass purchases, and other charges are set by your Club. Payment processing is handled by Stripe. GameTime does not control your Club's fee structure and is not responsible for billing disputes between you and your Club. Direct all billing disputes to your Club administrator.

THE PLATFORM IS PROVIDED "AS IS," "WHERE IS," AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

To the fullest extent permitted by applicable law, GameTime expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Platform will be uninterrupted, error-free, timely, secure, or free of viruses or other harmful components
• Warranties regarding the accuracy, reliability, or completeness of any content, booking records, or data on the Platform

Booking confirmations and availability data are subject to verification by your Club. GameTime does not warrant that any booking or registration will be honoured if a conflict or system error occurs.

Your use of the Platform is at your sole risk.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

9.1 GAMETIME INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THESE TERMS, EVEN IF GAMETIME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 IN NO EVENT SHALL GAMETIME'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOUR CLUB TO GAMETIME IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

9.3 These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

9.4 YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING IT.

9.5 Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless GameTime Inc. and its officers, directors, employees, contractors, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal and accounting fees) arising out of or relating to:

• Your use of the Platform in violation of these Terms
• Your violation of any applicable law or regulation
• Content or data you submit through the Platform that infringes any third-party right
• If you are a Club Operator: your club's operations, member relationships, or any claim made by your members

The Platform integrates with third-party services including Stripe for payment processing. Your use of those services is governed solely by the applicable third party's own terms and privacy policies. GameTime is not responsible for the availability, accuracy, or practices of any third-party service, and is not liable for any damages arising from your use of or reliance on such services.

We strive to maintain platform availability but do not guarantee uninterrupted access. We may perform maintenance, updates, or changes to the Platform at any time. We reserve the right to modify, suspend, or discontinue any feature with reasonable notice where practicable.

We may update these Terms from time to time. Material changes will be communicated via email or in-app notice. Continued use of the Platform after notice of changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration under the ADRIC Arbitration Rules, conducted in Toronto, Ontario, in the English language. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm.

You shall comply with all applicable laws, ordinances, and regulations in connection with your use of the Platform. If you become aware that your use is or may be in violation of any applicable law, you shall immediately cease such use and notify GameTime.

Survival: Sections 6, 8, 9, 10, 11, and 13 shall survive any termination or expiration of these Terms.

Entire Agreement: These Terms, together with the Privacy Policy and any applicable Club Subscription Agreement, constitute the entire agreement between you and GameTime regarding the Platform and supersede all prior or contemporaneous agreements relating to the subject matter herein.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any right to enforce it later.

Assignment: You may not assign your rights under these Terms without our prior written consent. GameTime may assign its rights in connection with a merger, acquisition, or sale of assets without restriction.

Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.