USER AGREEMENT

This USER AGREEMENT (the “Agreement”) is effective February 10, 2024 by and between SMS Sports Ventures, Inc. a Delaware Corporation (hereinafter referred also as the Company or just Company) and you the Trial User (hereinafter referred to as “User”).

Company agrees to provide access to https://app.getquicktap.com/, a SaaS product used for event tracking, video tagging, and analytics of rugby matches, as well as optional training or consulting (collectively hereinafter referred to as “Services”) to User. By accessing the Services, User agrees that they have read, understood, and agreed to be bound by all of the terms and stipulations of this Agreement as follows:

1 Term 

1.1 Term This Agreement is effective February 10, 2024.

1.2 At-Will This Agreement is at-will between both parties. If at any point either party wishes to no longer be subject to this Agreement, they must inform the other party in writing. If either party terminates the Agreement, Company will no longer provide Services to User.

1.3 Survival of Provisions The provisions set forth in Sections 4, 5, 6, 7, 8 and 10 shall survive termination of this Agreement for as long as Company is actively providing the Services.

2 Scope of Services

2.1 Standard Services During this Agreement, User can freely access https://app.getquicktap.com/. The services on the site available to User shall be restricted based on the plan to which User has subscribed. Which services are available on which plans shall be outlined at https://getquicktap.com/pricing. In addition to access of these services, Company Agrees to provide all paid Users introductory training and ongoing customer support on the use of these platforms.  These services – restricted by User’s subscribed plan – shall collectively be referred to as “Standard Services”.

2.2 Future Services As Company builds out its product, additional services may become available. These services may be added to the Standard Services at Company’s discretion.

2.3 Additional Services At User’s request, Company may optionally provide extra support in areas of Company’s expertise that are not included in Standard Services. This support could include, but not be limited to tracking games on behalf of User, training that goes beyond basic usage of Standard Services, custom Analytics consulting, or consulting on usage of Analytics to make coaching decisions. These services shall collectively be referred to as “Additional Services.”

3 Cost of Services

Company Agrees to provide Standard Services to User based on the pricing outlined at https://getquicktap.com/pricing. If User wishes to access additional Services as defined by Section 2.3, Company and User will negotiate a separate economic agreement prior to Additional Services being provided.

4 Intellectual Property

4.1 Intellectual Property Rights Company is the owner of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). Company’s Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services “AS IS.”

4.2 User Rights Subject to compliance with these Legal Terms, including section 5 “Use of Services” below, Company grants User a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any portion of the Content to which Users have properly gained access. Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4.3 Non-Disclosure of Proprietary Information. If User becomes aware of any proprietary information during their use of the Services or interaction with the Company, User agrees that they will not, during the term of this Agreement and at all times thereafter, except with the express prior written consent of the Company, communicate, disclose, divulge, comment on or make available to any Person any Proprietary Information.

“Person” means a natural person, corporation, partnership, limited liability company, trust, estate, joint venture, sole proprietorship, government (and any branch or subdivision thereof), governmental agency, association, cooperative or other entity.

“Proprietary Information” means (a) trade secrets, inventions, ideas, processes, apparatus, equipment, data, programs, listings, patents, copyrights, trademarks, service marks, other works of authorship, know-how, improvements, discoveries, developments, designs, sketches, drawings, models and techniques, databases, proprietary data relating to the current, future and proposed products and services of the Company; (b) information regarding plans for research, development, new products, financial strategies, finding, insights, analysis, product design, details and specifications, engineering, marketing and sales, business records and plans, budgets, plans for future developments, business forecasts, financial statements and other financial information, licenses, prices and costs, procurement requirements, policies or operational methods, suppliers, customers, partners, potential customers and key personnel; (c) information regarding the skills and compensation of employees and consultants to the Company.

5 Use of Services

(1) User agrees to use Services in such a manner as to fully comply with this Agreement as well as all applicable laws of the State of Delaware and of jurisdiction in which User access the Services. (2) User shall use Services for one entity only. An entity is defined as and individual person, such a single athlete, referee or fan, or an individual or multiple teams competing under the same name at different levels, such as a D1 and D2 club or an A side and a B side. For absence of doubt, a conference or league consisting of multiple teams shall not be considered a single entity. If User desires to use Services for an additional team, User shall contact Company about creation of an additional account for that team. (3) User shall not use Services to systematically spam, trick, defraud, mislead, or materially harm any person or any third party. (4) User may not alter Services in any way beyond those that fall under the intended use of the product.

6 Representations and Warranties

By using the Services, User represents and warrants that: (1) all registration information they submit will be true, accurate, current, and complete; (2) User will maintain the accuracy of such information and promptly update such registration information as necessary; (3) User has the legal capacity and agrees to comply with this Agreement; (4) User is not under the age of 13; (5) User is not a minor in the jurisdiction in which you reside, or if a minor, User have received parental permission to use the Services; (6) User will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) User will not use the Services for any illegal or unauthorized purpose; and (8) User’s use of the Services will not violate any applicable law or regulation.

7 Indemnification.

User agrees to defend, indemnify, and hold Company harmless, including all of Company’s subsidiaries, affiliates, and respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of this Agreement; (3) any breach of User’s representations and warranties set forth in this Agreement; (4) User’s violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom User is connected via the Services. Notwithstanding the foregoing, Company reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify Company, and User agrees to cooperate, at their expense, with Company’s defense of such claims. Company will use reasonable efforts to notify User of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

8 Dispute Resolution

8.1 Informal Negotiation To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either User or Company (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

8.2 Mediation and Deadlock If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Delaware.

8.3 Restrictions The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

8.4 Exceptions to Informal Negotiaion and Arbitration The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

9 Use of YouTube

The Services make use of YouTube. By Using Services, User is subject to YouTube’s Terms of Service, which may be found at https://www.youtube.com/static?template=terms, and Privacy Policy which may be found at https://policies.google.com/privacy?sjid=2303675346622278773-NA.  Company is not responsible or liable for any violation of YouTube’s Terms of Service by User.

10 Further Stipulations

10.1 Limitation of Liability  Company shall not have any liability hereunder for any special, incidental, indirect or consequential damages or for loss of profits or revenues even if a party has been advised of the possibility of such potential loss or damage.  The foregoing limitation shall not apply to the extent that such damages arise from claims which are subject to indemnification hereunder.  Company’s liability hereunder shall be limited to the amounts paid by the Company hereunder, except with respect to obligations which arise from claims which are subject to indemnification.

10.2 Modification of Agreement  Company may update this Agreement from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. Company may notify User of any prominent changes either by prominently posting a notice of such changes or by directly sending User written notification.

10.3 Entire Agreement This Agreement, along with the Privacy Policy found at https://getquicktap.com/privacy-policy is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous written agreement or understanding between the Company and User. 

10.4 Governing Law This Agreement will be governed by and constructed in accordance with the laws of the state of Delaware.

10.5 Severability  In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.  If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

11 Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us through the form at https://getquicktap.com/contact-us.