SPORTSX ACADEMY — TERMS OF SERVICE

Master agreement between Next Play AI Inc. and the Club / Customer

Effective date: 2026-05-14 Last updated: 2026-04-28

Version: 1.1 Governing law: Ontario, Canada

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 names “SportsX” and “SportsX Academy” (collectively, “Next Play AI”, “SportsX”, “we”, “us”, or “our”), and you, the youth sports club, academy, or sports organization 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 the following:

You have the authority to bind the Club to this Agreement;

You have read, understood, and agree to all of the terms below;

Your Club operates in the Province of Ontario, Canada and meets the eligibility requirements in Article 2;

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.

Member Account Data acknowledgment. You further acknowledge that the SportsX platform offers Members and their parents or guardians the option to create individual Member Accounts directly with Next Play AI under separate Member Account Terms (E1). Member Account Data — as defined in section 1.13 and further specified in the Data Processing Addendum (A4) section 1.14 — is held by Next Play AI as a controller in its own right under E1, is not Customer Data, is not processed on the Club’s behalf, and is not part of any Final Export under the Custody Transfer process on termination. You will not represent to any Member that the Member’s ability to access their own Member Account or Member Account Data depends on the Club’s continued use of the Service

DISCLAIMER: SportsX Academy is software your Ontario youth sports club uses to manage its operations. 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. The legal duties stay with you. We help you do the work; the responsibility for getting it right and reviewing the AI’s output is yours. We only serve clubs operating in Ontario, Canada at this time.

ARTICLE 1 — DEFINITIONS

In this Agreement:

1.1 “Service” or “Platform” means the SportsX Academy 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 any autonomous or semi-autonomous artificial-intelligence functionality made available through the Service that performs tasks on the Club’s behalf, including scheduling, communication, document drafting, and workflow automation.

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 applicable order form or Beta Test Agreement, 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, except that Customer Data does not include Member Account Data as defined in section 1.13.

1.10 “Personal Information” has the meaning given in the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”), and includes “personal health information” within the meaning of the Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sch. A (“PHIPA”) where applicable.

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 “Licensed Territory” means the Province of Ontario, Canada, as further defined in Article 3.

1.13 “Member Account Data” has the meaning given in section 1.14 of the Data Processing Addendum (A4) and refers to personal information that Next Play AI processes as a controller in its own right under the SportsX Member Account Terms (E1) directly with each Member, comprising — without limitation — Member identification and contact information, household and minor-child profiles, Signing History Summaries, Participation Summaries, Payment Receipt Summaries, Member consent preferences, and Member Account audit-trail metadata. Member Account Data is not Customer Data and is not processed by Next Play AI on the Club’s behalf.

ARTICLE 2 — ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility

By registering for and using the Service, you are representing and warranting that:

you are a legal entity (corporation, partnership, sole proprietorship, or non-profit) duly formed and operating under the laws of Ontario;

the individual creating the account has authority to bind the Club to this Agreement;

the Club operates a youth sports, dance, or recreation academy or club, and intends to use the Service for that purpose;

the Club’s facilities, programs, and Members are located in the Licensed Territory;

the Club holds, or will obtain prior to first Member intake, all licences, registrations, certifications, and insurance reasonably required to lawfully operate its business, including Commercial General Liability insurance with appropriate Sports Liability coverage;

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 — GEOGRAPHIC SCOPE — ONTARIO ONLY

3.1 The Service is currently made available only to Customers whose club, facility, programs, and Members are located in the Province of Ontario, Canada (the “Licensed Territory”).

3.2 By subscribing to the Service, you represent and warrant that:

your Club is registered, carries on business, and operates its training programs and facilities within the Licensed Territory;

the Members who enrol through the Service are resident in the Licensed Territory at the time they enter into any contract facilitated by the Service; and

you will not use the Service to generate contracts, consents, acknowledgments, or compliance records intended to be relied upon under the law of any jurisdiction outside the Licensed Territory.

3.3 Templates, workflow parameters, statutory references, dashboards, educational content, and Generative AI Output delivered through the Service are prepared for Ontario law only. Next Play AI makes no representation, warranty, or undertaking that the Service, any Template, or any output of the Service is suitable, compliant, accurate, enforceable, or lawful for use in any jurisdiction outside the Licensed Territory.

3.4 Cross-jurisdictional disclaimer of liability. If you use the Service in respect of Members, facilities, staff, or contracting parties located outside Ontario, you do so entirely at your own risk. We disclaim all liability arising out of any such extraterritorial use, and your indemnity at Article 20 expressly extends to any claim, regulatory proceeding, or loss arising from use of the Service outside the Licensed Territory.

3.5 We may, in our sole discretion, expand the Licensed Territory by publishing an updated geographic scope in these Terms. No such expansion is effective in respect of you until it appears in these Terms and you expressly accept the updated scope.

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 drafting, and workflow execution;

general-purpose document Templates and generative AI drafting 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; and

plain-language informational summaries of publicly available statutes, regulations, and recognized industry practices.

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.

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 drafted as a general-purpose starting point. THESE TEMPLATES ARE 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 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 with a lawyer licensed in Ontario before any use;

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 audit report, dashboard, or notification;

your review of any document or Template generated through the Service;

any interaction with our personnel.

7.2 NO LEGAL ADVICE: 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: 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).

ARTICLE 8 — FEES AND PAYMENT

8.1 Subscription Fees

Subscription fees, billing frequency, and payment terms are as set out in the applicable order form, Beta Test Agreement, or Subscription plan you accept. For Phase 1 beta Customers, fees are governed by the separately executed Beta Test Agreement, which is incorporated by reference.

8.2 Payment Terms

Unless otherwise specified in the order form:

all fees are stated in Canadian Dollars (CAD) and are exclusive of applicable taxes (HST, GST, or PST), which the Customer is responsible for;

fees are due and payable as specified in 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 No Auto-Renewal Beyond One Year

Subscription terms exceeding one year require express written renewal. We will not auto-renew or auto-extend the Subscription beyond a one-year initial term without your written consent to a new agreement.

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 the term of an order form without your written consent. Fee changes for renewal terms will be communicated at least sixty (60) days in advance.

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.

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.

10.2 We process Personal Information in compliance with PIPEDA, PHIPA (where health information is involved), and other applicable Ontario privacy legislation.

10.3 Sole Custodian Framework. You acknowledge that as the operator of your Club, you are the sole data controller (and, for personal health information, the sole health information custodian under PHIPA section 3) of Member Personal Information collected, stored, or processed through the Service. We act as your data processor (and, for personal health information, your agent within the meaning of PHIPA section 17) and process Member Personal Information only on your instructions and as set out in the DPA.

As sole custodian, you are responsible for all retention, retrieval, and production obligations imposed on the custodian by Ontario law, both during the term of this Agreement and after termination. Following termination, you assume exclusive custodial responsibility for Customer Data on Acknowledgment (or deemed Acknowledgment) of the Final Export delivered through the Custody Transfer process described in Article 21.5 and DPA Article 11.

10.4 We will notify you of any actual or reasonably suspected breach of security safeguards affecting Customer Data within twenty-four (24) hours of becoming aware of such breach. You remain responsible for any notifications to the Office of the Privacy Commissioner of Canada and to affected individuals required by PIPEDA.

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. 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 CASL compliance for messages you send to your Members is your responsibility. The Service provides functionality that helps you obtain and track Member consent, but the legal obligation to obtain and document express or implied consent 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 solely as a technical intermediary. As between you and your Member, you remain:

the supplier of the goods or services sold;

the merchant of record (under the Direct Charges model) or a joint contracting party (under the Destination Charges or Separate Charges and Transfers models);

the party subject to the written-contract, cooling-off, refund, rescission, disclosure, advertising, and unfair-practices obligations under the Consumer Protection Act, 2002, S.O. 2002, c. 30, Sch. A and other applicable consumer-protection legislation;

responsible for all applicable sales, harmonized sales, and value-added tax obligations.

12.2 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 in compliance with the laws of Ontario, including but not limited to Ontario’s Consumer Protection Act.

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 the Consumer Protection Act), you accept absolute financial responsibility for those automated decisions. Our role remains limited to routing the payment instructions initiated by your account configurations.

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 subprocessors is published in the DPA.

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.

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 as the supplier, operator, employer, licence-holder, facility owner, or person in a position of trust. 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;

the collection, use, disclosure, and safeguarding obligations in respect of personal health information under the Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sch. A;

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 custodial obligation set out in Article 21.5 and DPA Article 11, including the retention of signed documents and Member records for the periods required by Ontario law after the Club assumes sole custody of 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.

Nothing in this Article 14 makes the Member’s relationship with Next Play AI under the Member Account Terms (E1) the Club’s responsibility, nor transfers any of the Club’s non-delegable statutory obligations to Next Play AI by virtue of the Member’s separate Member Account. The Member’s Member Account is independent of the Club’s Agreement, and the non-delegable obligations enumerated in this Article 14 remain with the Club in respect of the Club’s collection, use, and disclosure of personal information of Members.

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 Ontario law requires, which for minor-Member records may extend well beyond fifteen (15) years (see Limitations Act, 2002), and which become your sole responsibility upon Acknowledgment of the Final Export under Article 21.5 and DPA Article 11;

monitoring and responding to complaints, claims, regulatory enquiries, inspections, audits, and proceedings;

notifying affected individuals of privacy breaches in accordance with PIPEDA and other applicable law; 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, compliance audit reports, 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 “Compliance Audit Report” we may generate in response to a form submission.

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.

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 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.

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.

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, or PIPEDA Consent generated using a Template);

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;

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, after Acknowledgment of the Final Export under Article 21.5 and DPA Article 11, to retain, safeguard, or produce records as required by Ontario law; 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 Subscription term specified in the applicable order form or Beta Test Agreement, 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;

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 deliver a complete Final Export of Customer Data and effect Custody Transfer to you in accordance with the process set out in DPA Article 11 (Final Export, Acknowledgment, Custody Transfer, Platform-Side Deletion, Platform-Side Audit Ledger, Customer’s Post-Acknowledgment Custody Obligation, Litigation Hold, and PHIPA Agent-Termination Compliance), after which we will delete Customer Data from our production systems subject only to the Platform-Side Audit Ledger and any litigation hold described in DPA Article 11;

Provisions that by their nature survive termination — including Articles 7, 9, 10, 14, 15, 16, 17, 18, 19, 20, 24, 25, and 26 — will survive.

21.5 Custody Transfer; No Long-Term Custody by Next Play AI

Following termination, you become the sole custodian of Customer Data, including any Personal Health Information, on Acknowledgment (or deemed Acknowledgment) of the Final Export described in DPA Article 11. Next Play AI does not retain Customer Data beyond the deletion timeline in DPA Article 11.4, except for:

the limited Platform-Side Audit Ledger (document hashes and signing-event metadata, with no document content) described in DPA Article 11.5, retained for SportsX’s own compliance, audit, fraud-prevention, and litigation-defence purposes for seven (7) years; and

data subject to a litigation hold described in DPA Article 11.7, retained only for the period reasonably required to comply with the hold.

Next Play AI has no obligation, after the completion of the deletion under DPA Article 11.4, to retain, retrieve, restore, reproduce, or deliver Customer Data to you, any Member, any regulator, or any third party. You are responsible for all retention obligations imposed by Ontario law on the custodian, including without limitation the seven-year retention under the Income Tax Act and CRA financial-record retention rules, the extended retention under the Limitations Act, 2002 in respect of records involving minors, and any retention required under PHIPA or PIPEDA. Your indemnification obligations in Article 20 extend to any claim arising from your failure to safeguard, retain, or produce records after Acknowledgment.

The Final Export delivered under DPA Article 11.2 is intended to satisfy Next Play AI’s obligation under PHIPA section 17(2) to return to the health information custodian (or dispose of as the custodian directs) the records of Personal Health Information in Next Play AI’s custody on termination of the agency relationship.

For the avoidance of doubt, the Custody Transfer process described in this Article 21.5 and Article 11 of the Data Processing Addendum (A4) applies only to Customer Data. Member Account Data, as defined in section 1.13, is not part of the Final Export, is not transferred to the Club on termination, and continues to be held by Next Play AI as controller under the Member Account Terms (E1). Members retain access to their Member Account Data after the Club’s Agreement terminates.

ARTICLE 22 — MODIFICATIONS TO THESE TERMS

22.1 Updates

We may modify these Terms at any time. Material changes may 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.

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.

23.2 Electronic Signatures

Electronic signatures on this Agreement and related documents are valid and enforceable pursuant to the ECA and PIPEDA Part 2. 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.

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, consistent with the Platform-Side Audit Ledger described in DPA Article 11.5. Audit records relating to documents the Customer executes through the Service to its Members are governed by the Custody Transfer process in Article 21.5 and DPA Article 11: the documents and their signing-event metadata are delivered to the Customer in the Final Export, and Next Play AI retains only the limited Platform-Side Audit Ledger 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.

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 This Article does not purport to waive any statutory right that consumer-protection law in your jurisdiction renders non-waivable. Where such a right exists, it controls.

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 Electronic Signature Consent, and any executed Beta Test Agreement or 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. In any such assignment, the assignee assumes responsibility only for the limited Platform-Side Audit Ledger described in Article 21.5(a) and DPA Article 11.5, and assumes no responsibility to retain or produce Customer Data that has been deleted under DPA Article 11.4.

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 [INSERT FULL ADDRESS], Oakville, Ontario legal@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 drafted in the English language. They are not currently available in French; French-language versions, if any, will be made available in a future Phase consistent with the AODA accessibility plan.

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 Custodian Framework), 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, Custody Transfer), 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 the Custody Transfer architecture in Article 21.5 and DPA Article 11 — under which post-termination retention of Customer Data is your sole responsibility once you Acknowledge the Final Export — as an essential basis of that commercial bargain;

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 Custody Transfer architecture (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 Academy is software and AI — a set of tools and intelligent agents your Ontario club uses to manage operations and the legal paperwork Ontario 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 hand all of your data and signed documents back to you in a complete export, you confirm you received it, and from that moment on you are responsible for keeping those records — we delete our copies (except a small audit ledger of hashes and signing events for our own records). We only serve clubs operating in Ontario, Canada at this time. If you want legal advice, please hire a lawyer licensed in Ontario.

SportsX Academy Terms of Service v1.1