Terms of Use & Acceptable Use Policy

1. Definitions

In these Terms, the following defined terms apply:

“LeagueNav,” “we,” “us,” or “our”

means LeagueNav Sports Inc., an Alberta corporation.

“Client” or “you”

means the sports organization, league, or other entity that has subscribed to or accessed the Services and is responsible for all Authorized User activity under its account.

“Authorized User”

means any individual — employee, contractor, volunteer, or agent of the Client — to whom the Client grants access credentials to the Platform.

“Platform”

means the LeagueNav software-as-a-service scheduling platform, including all features, tools, APIs, dashboards, and related components.

“Services”

means access to and use of the Platform and any managed scheduling, implementation, or support services provided by LeagueNav.

“Client Data”

means data, content, and information uploaded, submitted, or generated by the Client or its Authorized Users through the Platform.

“Agreement” or “Service Agreement”

means any separately executed order form, subscription agreement, master services agreement, or statement of work between LeagueNav and the Client.

“Terms”

means these Terms of Use and Acceptable Use Policy, together with LeagueNav's Privacy Policy and any other policies incorporated herein by reference.

“Pilot”

means a limited, time-bound trial or pilot access arrangement described in Section 5.

“Subscription Tier”

means the account category assigned to the Client at time of purchase or as set out in the applicable Agreement, which determines applicable pricing, features, and certain legal terms including liability limits and termination notice periods.

2. Acceptance and Relationship to Service Agreements

These Terms govern your access to and use of the Services. Acceptance occurs when an authorized representative of the Client: (a) clicks “I agree,” “Accept,” or a similar affirmative button during account creation or at the time of a Terms update; or (b) creates an account and completes the registration process, which includes an explicit assent step. Mere access to a login page or viewing of marketing materials does not constitute acceptance.

By accepting, you represent that you have the authority to bind the Client to these Terms.

Where the Client has entered into a separately executed Agreement with LeagueNav, that Agreement governs the commercial terms of the relationship (pricing, subscription scope, SLAs, data processing). In the event of a conflict between these Terms and an executed Agreement, the Agreement prevails. These Terms apply to all matters not addressed in an executed Agreement.

3. Account Registration and Security

To access the Platform, the Client must register an account and designate Authorized Users. The Client is solely responsible for:

• The accuracy and completeness of all account registration information;
• Maintaining the confidentiality of all login credentials and access tokens assigned under its account;
• All activity that occurs under its account and under the credentials of each Authorized User, except to the extent that any such activity directly results from a security failure, vulnerability, or credentialing defect caused by LeagueNav;
• Promptly notifying LeagueNav at the contact information in Section 18 if the Client suspects any unauthorized use of its account or credentials.

The Client may not share login credentials across multiple individuals or permit use of the Platform by any person who is not an Authorized User. Each Authorized User must maintain their own credentials. LeagueNav is entitled to rely on actions taken using valid account credentials as authorized by the Client, subject to the carve-out above.

4. License Grant and Restrictions

5. Subscriptions, Fees, and Pilots

6. Managed Services

Where the Client has subscribed to managed scheduling services, LeagueNav personnel may access the Client’s account and Client Data on the Client’s behalf for the purpose of building, configuring, or managing league schedules. By enabling managed services, the Client:

• Authorizes LeagueNav personnel to access, view, and modify Client Data within the Platform as necessary to deliver the managed services;
• Acknowledges that LeagueNav personnel act on the Client’s reasonable instructions and within the scope set out in the applicable Agreement;
• Remains solely responsible for reviewing and approving schedules and outputs before they are published or relied upon;
• Accepts that LeagueNav is not liable for errors in outputs that result from incomplete, inaccurate, or misleading instructions provided by the Client.

LeagueNav personnel accessing Client accounts under managed services arrangements are bound by confidentiality obligations consistent with Section 14 of these Terms and any executed Agreement.

7. Client Data

8. Intellectual Property

The Platform, including all software, algorithms, scheduling logic, interfaces, visual design, documentation, trademarks, and underlying technology, is and remains the exclusive intellectual property of LeagueNav. Nothing in these Terms transfers any ownership interest in the Platform to the Client.

All improvements, enhancements, and developments to the Platform made by LeagueNav in the course of providing the Services—including those informed by Client usage patterns, aggregate data, or Feedback—are the exclusive property of LeagueNav, regardless of any contribution by the Client. The Client waives any claim to ownership of any Platform development made during or in connection with its use of the Services.

LeagueNav respects third-party intellectual property rights. If you believe any content on the Platform infringes your intellectual property rights, please contact us at the address in Section 18.

9. Acceptable Use Policy

10. Suspension of Access

Without limiting LeagueNav’s right to terminate under Section 15, LeagueNav may suspend the Client’s access to the Platform, in whole or in part, where LeagueNav reasonably determines that:

• The Client or an Authorized User has violated the Acceptable Use Policy (Section 9);
• The Client has failed to pay fees when due and has not remedied the default within 10 days of notice;
• Continued access poses a credible security risk to the Platform or to other clients; or
• LeagueNav is required to do so by applicable law or a governmental authority.

Except where the circumstances require immediate action to prevent imminent harm, LeagueNav will provide prior written notice of suspension and a reasonable opportunity to cure before suspension takes effect. Where immediate suspension is necessary, notice will be provided as soon as reasonably practicable thereafter.

11. Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEAGUENAV EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

LeagueNav does not warrant that: (a) the Platform will be uninterrupted or error-free; (b) defects will be corrected; (c) the Platform will meet the Client’s specific requirements; or (d) any schedule or output generated by the Platform is accurate or complete. Service level commitments, if any, are set out exclusively in a separately executed Agreement.

The Platform may incorporate scheduling algorithms and constraint-based optimization tools. Outputs from these tools are recommendations only. The Client is solely responsible for reviewing, validating, and approving all schedules and outputs before publishing or relying upon them.

12. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will LeagueNav be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if LeagueNav has been advised of the possibility of such damages.

LeagueNav’s total aggregate liability arising out of or related to these Terms or the Services, regardless of the form of action, is limited as follows:

• Self-Serve accounts: The greater of (i) the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim, or (ii) CAD $500.
• Managed-Service and Enterprise accounts: The greater of (i) the total fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) CAD $25,000.
• MSA override: Where the Client has executed a separate Master Services Agreement or order form that specifies a different liability cap, that cap prevails over the amounts set out above.

The limitations in this Section apply regardless of whether the claim arises in contract, tort (including negligence), strict liability, or any other legal theory. The existence of multiple claims does not expand these limits. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, LeagueNav’s liability is limited to the maximum extent permitted by applicable law.

13. Indemnification

The Client will defend, indemnify, and hold harmless LeagueNav and its officers, directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client’s or any Authorized User’s breach of these Terms;
• The Client’s or any Authorized User’s violation of any applicable law or third-party right;
• Client Data, including any claim that Client Data infringes any third-party intellectual property right or violates applicable privacy or data protection law;
• Any misrepresentation made by the Client in connection with its use of the Services.

LeagueNav will promptly notify the Client of any claim subject to indemnification, cooperate reasonably in the defense, and give the Client reasonable control over the defense and settlement, provided that the Client may not settle any claim without LeagueNav’s prior written consent if the settlement would impose any obligation or restriction on LeagueNav.

14. Confidentiality

Each party may have access to the other’s confidential information in the course of the relationship (“Confidential Information”). Confidential Information includes: the Platform and its underlying technology and architecture, pricing and commercial terms, Client Data, trade secrets, and any other information designated as confidential or that a reasonable person would understand to be confidential given the circumstances.

Each party agrees to: (a) hold the other’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (b) use Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms; and (c) not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to employees, contractors, and advisors who need to know and are bound by obligations no less protective than these Terms.

These obligations do not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully known to the receiving party before disclosure without restriction; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt prior written notice where permitted and cooperates in seeking a protective order.

Survival periods:

• Trade secrets and Client Data: Confidentiality obligations survive for as long as the information retains its character as a trade secret or constitutes Client Data, or until the information is securely deleted or returned under the terms below.
• General confidential information: All other Confidential Information: obligations survive for three (3) years following expiry or termination of these Terms.

Upon termination or expiry of these Terms, or upon the disclosing party’s written request, the receiving party will promptly return or securely destroy all Confidential Information and, upon request, certify such destruction in writing.

15. Term and Termination

16. Modifications to These Terms

LeagueNav may modify these Terms at any time. For material changes, LeagueNav will provide at least 30 days’ prior notice by posting the updated Terms on the Platform or by email notification. The Client’s continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. If the Client does not agree to a material change, its sole remedy is to discontinue use and terminate its subscription in accordance with any applicable Agreement.

17. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms or the Services through good-faith negotiation before initiating formal proceedings. If a dispute cannot be resolved by negotiation within 30 days, either party may refer the matter to the courts of Alberta. Both parties irrevocably and exclusively submit to the jurisdiction of the courts of Alberta, and waive any objection to proceedings in those courts on the grounds of venue or inconvenient forum.

Each party waives any right to bring or participate in a class action, representative action, or class-wide proceeding in any court. Any claim or dispute must be brought on an individual basis only.

18. General Provisions