Platform Services Agreement

This Platform Services Agreement (the "Agreement") is entered into between RingScore Systems Inc., a corporation incorporated under the Canada Business Corporations Act and operating from Ontario, Canada ("RingScore"), and the organization identified as the customer in an applicable Order Form ("Customer").

RingScore and Customer are each a "Party" and together the "Parties."

This Agreement establishes the general legal and commercial terms under which Customer may access and use RingScore's digital scoring, competition-management, reporting, data, analytics, and related software services.

Customer-specific pricing, usage limits, subscription duration, licensed organizations, event scope, support entitlements, and other commercial details will be stated in one or more Order Forms entered into under this Agreement.

1. Definitions

For purposes of this Agreement:

1.1 "Affiliate"

means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.2 "Agreement"

means this Platform Services Agreement together with each applicable Order Form and any schedules, amendments, Service Level Agreement, Data Protection Schedule, Hardware Order, Event Order, statement of work, or other document expressly incorporated into it.

1.3 "Authorized Hardware"

means tablets, networking equipment, displays, accessories, or other devices that RingScore has approved or configured for use with the Platform.

1.4 "Authorized User"

means an individual whom Customer or another authorized organization permits to access the Platform within an assigned role.

Authorized Users may include administrators, organizers, supervisors, judges, officials, event personnel, or other approved users.

1.5 "Competition Data"

means information relating to competitions administered through the Platform, including event, athlete, official, bout, scorecard, round-score, result, stoppage, deduction, injury, assignment, schedule, and other competition-related information.

1.6 "Competition Record"

means Competition Data that forms part of an official, historical, administrative, or governing-body record of an event, bout, scorecard, result, or related competition activity.

1.7 "Confidential Information"

has the meaning set out in Section 18.

1.8 "Customer Data"

means data, content, records, files, information, and Personal Information submitted to the Platform by Customer or its Authorized Users, or generated through Customer's authorized use of the Platform.

Customer Data includes Competition Data associated with Customer's activities to the extent Customer has rights or lawful authority concerning that information.

Customer Data does not include RingScore Technology, System Data, or information that has been aggregated or de-identified so that it no longer reasonably identifies Customer or an individual.

1.9 "Documentation"

means RingScore's generally available user guides, training materials, setup instructions, technical documentation, and operating instructions for the Platform.

1.10 "Event Order"

means a written document governing an event-specific deployment, implementation, support arrangement, or other event-specific service.

1.11 "Fees"

means amounts payable by Customer under an applicable Order Form, Event Order, statement of work, or other commercial document.

1.12 "Hardware Order"

means a separate order governing the purchase, rental, configuration, delivery, warranty, custody, loss, damage, or other terms applicable to Authorized Hardware.

1.13 "Order Form"

means an ordering document accepted by both Parties that identifies the subscription, pricing, usage entitlements, term, organization, and other applicable commercial terms.

1.14 "Personal Information"

means information about an identifiable individual and any other information treated as personal information under applicable privacy law.

1.15 "Platform"

means RingScore's hosted digital scoring, competition-management, event-management, reporting, analytics, public-display, data, and related software services made available under an Order Form.

1.16 "Professional Services"

means implementation, configuration, migration, custom development, consulting, training beyond included services, on-site support, integration work, or other services separately purchased from RingScore.

1.17 "Security Incident"

means a confirmed unauthorized access to, acquisition, use, disclosure, alteration, loss, or destruction of Customer-controlled Personal Information processed by RingScore through the Platform.

Unsuccessful attempts that do not compromise the confidentiality, integrity, or availability of Customer Data are not Security Incidents.

1.18 "Services"

means the Platform together with any support, implementation, training, hosting, Professional Services, or other services RingScore agrees to provide under the applicable Order Form or other signed document.

1.19 "Subscription Term"

means the period during which Customer is authorized to access the Platform under an Order Form.

1.20 "System Data"

means technical, operational, diagnostic, usage, performance, security, and telemetry information concerning operation of the Platform, excluding identifiable Customer Data except where such information is reasonably required for security, support, troubleshooting, or Platform operation.

2. Purpose and Commercial Structure

RingScore provides digital infrastructure for combat-sports scoring, officiating, event administration, competition records, reporting, governing-body oversight, and related activities.

This Agreement establishes the master terms governing Customer's use of the Platform.

Specific commercial arrangements will be documented separately.

An Order Form may establish, for example:

an annual subscription;
a provincial or national licence;
a per-event licence;
a per-session or pay-as-you-go arrangement;
a Ring-Day allowance;
administrator-account limits;
event or tournament usage limits;
additional usage charges;
support entitlements;
optional modules;
data-access entitlements; or
other agreed commercial terms.

Nothing in this Agreement creates a minimum purchase commitment unless an applicable Order Form expressly states one.

3. Order of Precedence

If documents governing the same Services conflict, the following order of precedence applies unless the applicable document expressly states otherwise:

a later signed amendment;
an applicable signed Order Form, Event Order, Hardware Order, statement of work, or change order, but only for the subject matter it expressly modifies;
an applicable Data Protection and Processing Schedule, for privacy and Personal Information matters;
an applicable Service Level Agreement, for service-level and support matters;
this Platform Services Agreement; and
generally available Documentation.

A commercial proposal, pricing catalogue, presentation, demonstration, email, roadmap discussion, or other sales material does not modify this Agreement unless expressly incorporated into a signed document.

4. Subscription and Right to Use the Platform

Subject to Customer's payment of applicable Fees and compliance with this Agreement, RingScore grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for Customer's authorized internal, event, competition, and governing activities within the scope stated in the applicable Order Form.

Customer may allow Authorized Users to access the Platform to the extent reasonably required for those activities.

This licence does not transfer ownership of the Platform or RingScore Technology to Customer.

Customer may not provide Platform access to unrelated organizations, competitions, or third parties outside the licensed scope unless RingScore has approved that use in writing.

5. Customer Organizations and Authorized Users

Customer is responsible for identifying individuals who should receive administrative or organizational access under Customer's account.

Customer will:

maintain reasonable control over administrator permissions;
promptly remove access when an individual is no longer authorized;
provide accurate organizational information;
take reasonable steps to protect credentials and access mechanisms;
ensure Authorized Users comply with applicable RingScore Terms of Service;
notify RingScore of known unauthorized access; and
use role permissions consistently with applicable sporting and organizational authority.

Customer is responsible for activity conducted by its Authorized Users to the extent that activity occurs within authority provided by Customer, except where the activity results from a security failure attributable to RingScore.

An individual's technical ability to perform an action within the Platform does not by itself establish that the individual has the sporting, regulatory, medical, or organizational authority to perform that action.

6. Platform Functionality

Subject to the Customer's subscription and the capabilities of the production Platform at the relevant time, RingScore may provide functions including:

event and fight-card administration;
athlete and bout management;
digital scoring;
10-point-must scorecards;
automated score totals;
automated decision calculations;
judge and official assignments;
supervisor and head-judge workflows;
point-deduction and stoppage recording;
fighter injury recording;
structured competition records;
reports and exports;
organization-level administrative access;
public event and result pages;
public or authorized scoring displays;
broadcast or venue-display functionality;
audience-engagement functionality;
event and officiating analytics; and
other generally available functionality included in Customer's subscription.

The exact Services purchased by Customer may be more limited than the complete Platform.

An Order Form may identify specific modules or features included or excluded from Customer's subscription.

7. Product Truth and Future Features

Only functionality expressly identified as generally available or expressly committed to in an applicable signed agreement constitutes a contractual deliverable.

The following do not create a delivery obligation by themselves:

product roadmaps;
proposed features;
prototypes;
mockups;
beta functionality;
experimental functionality;
demonstrations;
marketing materials;
sales discussions;
feature requests;
verbal statements; or
anticipated release dates.

RingScore may develop additional capabilities over time, but Customer does not acquire rights to future features unless they become part of Customer's subscription or are separately purchased.

RingScore is not required to build custom functionality for Customer unless the Parties enter into a written statement of work or other agreement covering that development.

8. Platform Changes

RingScore may update, improve, reconfigure, replace, or modify the Platform from time to time.

RingScore may make changes for purposes including:

improving functionality;
increasing reliability;
enhancing security;
fixing defects;
improving user experience;
changing infrastructure providers;
complying with law;
accommodating competition-rule changes;
improving performance; or
maintaining Platform architecture.

During a prepaid Subscription Term, RingScore will not materially remove the fundamental functionality expressly purchased by Customer without providing substantially equivalent replacement functionality, unless the change is reasonably required for security, legal compliance, third-party dependency, or another circumstance outside RingScore's reasonable control.

This section does not prevent RingScore from modifying beta, experimental, pilot, or preview functionality.

9. Competition Rules and Event Configuration

Customer is responsible for ensuring that the configuration used for its competitions is appropriate for the applicable competition.

This includes responsibility for verifying, where applicable:

competition rules;
scoring format;
athlete names;
bout information;
number of judges;
number of rounds;
weight classes;
corner assignments;
judge assignments;
supervisor assignments;
public-scoring settings;
event status; and
other event configuration information.

RingScore may provide tools intended to implement commonly used competition rules, but Customer and the applicable governing authority remain responsible for determining which rules govern a competition.

If Customer identifies an incorrect configuration before or during an event, Customer must promptly notify RingScore or use the authorized correction process.

10. Sporting Authority and Official Decisions

RingScore provides technology supporting competition administration.

RingScore does not, solely by providing the Platform:

sanction competitions;
determine athlete eligibility;
appoint judges;
appoint referees;
act as the competition supervisor;
make medical-clearance decisions;
exercise regulatory authority;
discipline officials or athletes; or
certify official sporting outcomes.

Those responsibilities remain with Customer, the applicable governing body, commission, supervisor, physician, referee, or other properly authorized person.

The Platform may automatically calculate or display a potential decision from submitted scoring information.

Where applicable competition rules require certification, review, approval, or intervention by an authorized official, the automated calculation does not replace that requirement.

Customer remains responsible for the official sporting use it makes of information produced by the Platform.

11. Competition Records and Corrections

RingScore may maintain records relating to:

events;
bouts;
participants;
judge assignments;
scorecards;
round scores;
decisions;
deductions;
stoppages;
supervisor activity;
injury information;
corrections; and
other competition activity.

Customer acknowledges that preserving the integrity of historical competition records may require RingScore to retain the original information associated with a later correction.

Where supported by the Platform, a correction may preserve information including:

the original record;
the corrected record;
the person or role making the correction;
the date and time;
the reason for the correction; and
related event information.

Customer must not instruct RingScore to falsify, conceal, or improperly alter an official competition record.

Nothing in this Agreement requires RingScore to delete information where retention is reasonably required by applicable law, an authorized governing-body recordkeeping requirement, competition integrity, dispute resolution, security, or another lawful purpose.

The Platform may allow authorized supervisors or other authorized personnel to record athlete injury information.

RingScore provides this functionality for authorized event administration and data collection.

RingScore does not provide medical advice and does not independently diagnose injuries.

Customer is responsible for determining:

who is authorized to enter health-related information;
whether the information may lawfully be entered;
what information is reasonably necessary;
who may access that information; and
how the information is used for Customer's sporting or governing purposes.

Customer must not use RingScore injury information for an unauthorized purpose.

RingScore will treat health-related Personal Information as sensitive information and apply safeguards appropriate to the nature of that information.

13. Public Information and Publication Controls

Customer may have the ability to publish approved competition information through RingScore public event pages, scoreboards, displays, overlays, or other public-facing functionality.

Customer is responsible for determining what information it is authorized to make public.

Public competition information may include athlete names, affiliations, matchups, categories, official results, and other approved event information.

Restricted information such as internal judge analytics, injury information, confidential notes, and administrative records is not intended for public display unless a separate authorized workflow expressly provides otherwise.

Customer acknowledges that information intentionally published on the internet may be copied, indexed, archived, or redistributed by third parties outside RingScore's control.

14. Support, Training, and Event Readiness

RingScore will provide the support expressly included in Customer's applicable Order Form.

Standard support may include:

account and access assistance;
Platform questions;
configuration assistance;
reasonable troubleshooting;
training resources;
remote implementation guidance; and
event-readiness assistance.

Any committed:

support hours;
response times;
severity classifications;
event-day escalation process;
uptime commitment;
resolution target;
service credit; or
other service-level obligation

will be governed by the applicable Service Level Agreement or Order Form.

A response-time commitment refers to acknowledgement and triage unless the applicable SLA expressly states that it is a resolution commitment.

15. Customer Event-Readiness Responsibilities

Customer will reasonably cooperate with RingScore in preparing events for use of the Platform.

Customer responsibilities may include:

providing event information sufficiently in advance;
providing fight-card information;
identifying officials;
assigning appropriate administrators;
participating in training where reasonably required;
testing equipment before an event;
maintaining charged devices;
following reasonable setup instructions;
promptly reporting material technical issues;
maintaining suitable venue power;
maintaining required venue infrastructure;
providing necessary physical access to event locations; and
participating in agreed readiness reviews.

RingScore is not responsible for avoidable event disruption materially caused by Customer's failure to complete agreed readiness obligations.

16. Customer Data Rights

As between the Parties, Customer retains all rights it lawfully holds in Customer Data.

Nothing in this Agreement is intended to determine ownership of Personal Information itself or to grant Customer rights in participant, official, governing-body, or third-party information that Customer does not otherwise possess.

Customer grants RingScore a non-exclusive right during and, where reasonably necessary, after the Subscription Term to host, store, reproduce, organize, transmit, back up, process, and otherwise use Customer Data to the extent reasonably necessary to:

provide the Platform;
administer competitions;
provide reports and exports;
maintain Competition Records;
provide technical support;
protect Platform security;
investigate incidents;
troubleshoot;
comply with applicable law;
perform contractual obligations; and
carry out other processing authorized under this Agreement or an applicable Data Protection Schedule.

RingScore does not acquire ownership of Customer Data merely by processing it.

17. Aggregated and De-Identified Information

RingScore may create and use information derived from the Platform that has been aggregated or de-identified so that it does not reasonably identify Customer, an athlete, an official, or another individual.

RingScore may use such information for legitimate business purposes including:

Platform improvement;
reliability analysis;
product development;
security research;
benchmarking;
capacity planning;
statistical analysis;
research;
understanding competition trends; and
developing analytics.

RingScore will not attempt to re-identify properly de-identified Personal Information except where reasonably necessary to test or validate de-identification safeguards or where permitted by applicable law.

18. Confidentiality

Each Party may receive Confidential Information from the other.

Confidential Information includes nonpublic information that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure.

Confidential Information may include:

business plans;
pricing;
customer lists;
financial information;
technical architecture;
software information;
security information;
product roadmaps;
unreleased functionality;
proprietary analytics;
nonpublic competition information;
contractual terms; and
other confidential business or technical information.

The receiving Party will:

use Confidential Information only as reasonably necessary to perform or exercise rights under this Agreement;
protect it using at least reasonable care;
disclose it only to personnel, contractors, professional advisers, and service providers who reasonably need access and who are subject to appropriate confidentiality obligations; and
not disclose it to unrelated third parties without authorization.

Confidential Information does not include information that the receiving Party can demonstrate:

is publicly available through no breach of this Agreement;
was lawfully known without confidentiality restrictions before disclosure;
was lawfully received from another source without confidentiality restrictions; or
was independently developed without use of the other Party's Confidential Information.

If disclosure is legally required, the receiving Party may disclose the minimum information legally required and, where lawful and reasonably practicable, will provide advance notice to the other Party.

Confidentiality obligations continue for five years after termination, except that trade secrets and Personal Information remain protected for as long as required by applicable law or while they retain their confidential character.

19. Privacy and Data Protection

Each Party will comply with privacy and data-protection laws applicable to its own activities under this Agreement.

Customer is responsible for ensuring it has appropriate authority to collect and provide to RingScore any Personal Information submitted through Customer's account.

Where Customer uses RingScore to process information about athletes, officials, employees, volunteers, spectators, or other individuals, Customer is responsible for any notices, consents, permissions, or other lawful authority required for Customer's collection and use of that information.

RingScore will process Personal Information in accordance with:

applicable privacy law;
RingScore's Privacy Policy;
this Agreement; and
any applicable Data Protection and Processing Schedule.

Where an applicable Data Protection and Processing Schedule is executed, that schedule governs the Parties' respective roles and obligations concerning covered Personal Information.

20. Organizational and Governing-Body Data Access

The Platform may support hierarchical access between clubs, organizers, provincial or territorial organizations, national governing bodies, and RingScore.

Access rights will depend on:

Customer's role;
the applicable organizational relationship;
the governing structure;
the applicable Order Form;
Platform configuration;
applicable agreements; and
lawful authority.

An authorized national governing body may, where expressly enabled under its agreement with RingScore, receive read-only visibility across information associated with affiliated provincial or territorial organizations onboarded to the Platform.

Such access does not make the information public and does not authorize use of the information for purposes unrelated to the governing relationship.

Customer must not attempt to circumvent RingScore organizational data boundaries.

21. Security

RingScore will maintain administrative, organizational, and technical safeguards reasonably designed to protect Customer Data against unauthorized access, use, disclosure, alteration, loss, or destruction.

Safeguards may include, as appropriate:

authentication;
role-based access controls;
organizational access controls;
secure infrastructure configuration;
access restrictions;
logging;
backups;
security monitoring;
development controls; and
other safeguards appropriate to the sensitivity of information processed.

Customer is responsible for security within Customer's reasonable control, including:

protecting administrator credentials;
promptly removing unauthorized users;
protecting Customer-managed devices;
avoiding unauthorized sharing of access codes;
following reasonable security instructions; and
promptly notifying RingScore of suspected compromise.

No internet-connected system can guarantee absolute security.

22. Security Incidents

RingScore will investigate confirmed Security Incidents affecting Customer-controlled Personal Information.

Where required by applicable law or an applicable Data Protection Schedule, RingScore will notify Customer without unreasonable delay after confirming a Security Incident requiring notification.

RingScore may provide information reasonably available concerning:

the nature of the incident;
information affected;
actions taken;
mitigation measures; and
other information reasonably required for Customer to meet its obligations.

RingScore is not required to characterize an unsuccessful security attempt as a Security Incident where no Customer Data was compromised.

Customer will promptly notify RingScore if Customer becomes aware of compromised credentials, unauthorized access, inappropriate disclosure, or another security issue involving the Platform.

23. Service Providers and Subprocessors

RingScore may use third-party service providers to host, operate, authenticate, secure, support, or otherwise provide the Services.

RingScore remains responsible for its contractual obligations notwithstanding its use of service providers.

RingScore may replace or add service providers as its infrastructure evolves.

Where required by applicable privacy law or an applicable Data Protection Schedule, RingScore will implement appropriate contractual or other safeguards concerning providers that process Personal Information.

24. Data Hosting and Cross-Border Processing

Customer acknowledges that RingScore's infrastructure and service providers may process Customer Data outside Customer's province or territory and outside Canada.

Data may therefore become subject to the laws of the jurisdiction in which it is processed.

RingScore will take reasonable steps to comply with applicable cross-border processing requirements for processing activities under its control.

Additional data-location requirements must be expressly agreed in an Order Form or Data Protection and Processing Schedule.

Unless RingScore expressly agrees otherwise in writing, this Agreement does not constitute a guarantee that Customer Data will be hosted exclusively in Canada.

25. Customer Data Export

During the Subscription Term, Customer may use generally available export functions included in its subscription.

Where supported, exports may include formats such as:

CSV;
PDF;
JSON; or
other generally available formats.

The exact datasets and formats available depend on the Platform and Customer's permissions.

RingScore is not required to provide proprietary source code, internal database architecture, security logs, proprietary analytics models, or information outside Customer's authorized scope.

26. Data Following Termination

Unless otherwise stated in an Order Form, following termination or expiry:

Customer may request a standard export of Customer Data that RingScore is authorized to provide, provided the request is made within 30 days after termination.

RingScore may thereafter delete Customer Data from active systems according to its retention practices, except where continued retention is reasonably required or permitted for:

official Competition Records;
legal compliance;
security;
fraud prevention;
dispute resolution;
backups;
governing-body requirements;
enforcement of this Agreement; or
another lawful purpose.

Termination does not automatically require RingScore to destroy a legitimate official competition record.

Customer's hosted administrative access to historical records may end with the subscription unless continued hosting is included in another agreement.

27. Intellectual Property

RingScore and its licensors retain all right, title, and interest in and to the Platform and related technology.

This includes:

software;
source code;
object code;
APIs;
scoring logic implemented by RingScore;
algorithms;
application architecture;
database structures;
workflows;
designs;
interfaces;
documentation;
report templates;
proprietary analytics technology;
device-management technology;
trademarks;
branding;
improvements; and
derivative technology.

No ownership of RingScore Technology transfers to Customer.

Customer receives only the limited right to access and use the Services during the applicable Subscription Term.

Customer retains its rights in Customer's trademarks, logos, branding, original content, and other intellectual property supplied to RingScore.

Nothing in this Agreement gives RingScore ownership of boxing rules or rules established by an independent sporting organization.

28. Restrictions

Customer will not, and will not knowingly permit another person to:

reverse engineer the Platform except to the limited extent such restriction cannot lawfully apply;
copy or reproduce substantial portions of the Platform;
sublicense Platform access;
resell the Platform unless expressly authorized;
circumvent usage limits;
circumvent access controls;
gain access to another customer's data;
interfere with Platform security;
scrape restricted data without authorization;
use automated systems in a manner that unreasonably burdens the Platform;
upload malicious software;
manipulate official competition records;
falsify scoring activity;
defeat or bypass security controls;
remove proprietary notices; or
use the Platform for an unlawful purpose.

Customer may not use Platform access to create an unauthorized competing database populated with restricted RingScore competition or user information.

29. Authorized Hardware

Where Customer purchases or rents Authorized Hardware, the hardware transaction will be governed by the applicable Hardware Order.

Ownership of physical hardware does not provide Customer with:

ownership of RingScore software;
ownership of RingScore intellectual property;
unrestricted Platform access;
perpetual Platform access; or
free Platform access after the applicable licence ends.

Customer may not knowingly remove RingScore-managed security or configuration controls from Authorized Hardware where doing so would compromise Platform security or official event operations.

Specific terms relating to device management, warranty, loss, damage, repairs, replacement, shipping, title, and risk of loss will be stated in the Hardware Order.

30. Professional Services and Custom Work

Professional Services are outside the standard Platform subscription unless expressly included in the applicable Order Form.

Professional Services may include:

custom implementation;
data migration;
custom integrations;
specialized reporting;
custom development;
additional training;
consulting;
on-site deployment;
on-site event support; or
other work outside standard support.

The scope, Fees, schedule, assumptions, and deliverables for Professional Services will be stated in an applicable statement of work, Event Order, Order Form, or other signed document.

Customer-requested feature ideas do not become contractual development obligations unless agreed in writing.

31. Fees and Payment

Customer will pay the Fees stated in each applicable Order Form.

Unless otherwise stated:

amounts are in Canadian dollars;
Fees exclude applicable taxes;
subscription Fees are invoiced according to the applicable Order Form;
invoices are payable within 30 days of the invoice date; and
Customer must provide accurate billing information.

If Customer disputes an invoice in good faith, Customer must notify RingScore within 15 days after receiving the invoice and provide reasonable details concerning the disputed amount.

The Parties will work in good faith to resolve properly disputed charges.

Customer must pay all undisputed portions when due.

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month and the maximum rate permitted by applicable law.

RingScore may recover reasonable collection costs relating to undisputed amounts that remain unpaid after notice.

32. Taxes

Fees are exclusive of applicable sales, use, value-added, goods and services, harmonized sales, provincial sales, withholding, or similar taxes unless expressly stated otherwise.

Customer will pay taxes that RingScore is legally required to collect in connection with the Services.

Customer is not responsible for taxes imposed on RingScore's net income.

If Customer is legally required to withhold an amount from a payment, Customer will provide reasonable documentation concerning that withholding.

33. Subscription Term

Each Order Form will identify its Subscription Term.

If an Order Form does not identify a term, the default Subscription Term is 12 months beginning on the applicable activation date.

Unless the Order Form expressly provides for automatic renewal, subscriptions do not renew automatically.

Any renewal pricing, usage entitlements, support scope, or other commercial terms may be changed by mutual written agreement.

Customer does not acquire a perpetual right to pricing offered during an earlier Subscription Term.

34. Usage Limits and Overages

Customer must use the Platform within the commercial scope purchased under the applicable Order Form.

Usage may be measured using units such as:

Competition Sessions;
Ring-Days;
events;
rings;
users;
administrators;
devices;
tournaments;
data volume; or
another agreed metric.

Where Customer exceeds an included usage allowance, additional usage will be billed at the rate in the applicable Order Form or other agreed pricing schedule.

Unless the Order Form states otherwise, unused prepaid usage:

expires at the end of the applicable Subscription Term;
does not convert to cash;
is not refundable; and
does not automatically carry forward.

35. Suspension

RingScore may temporarily suspend some or all Customer access where reasonably necessary because of:

a material security risk;
unlawful use;
unauthorized access;
manipulation of competition records;
material violation of Platform restrictions;
activity threatening other customers or Platform integrity;
an emergency affecting an active event;
legal requirements; or
undisputed Fees that remain unpaid after reasonable notice.

Where reasonably practicable, RingScore will provide notice and an opportunity to resolve the issue before suspension.

RingScore may act immediately where delay would materially increase security, privacy, event-integrity, or operational risk.

RingScore will restore access after the grounds for suspension have been reasonably resolved.

36. Termination for Material Breach

Either Party may terminate an affected Order Form or this Agreement if the other Party materially breaches it and fails to cure the breach within 15 days after written notice describing the breach.

If the breach cannot reasonably be cured within 15 days but the breaching Party has begun good-faith remediation, the non-breaching Party may provide additional reasonable time to complete the cure.

37. Immediate Termination

Either Party may terminate immediately if the other Party:

commits fraud or wilful misconduct materially related to the Agreement;
becomes insolvent, enters liquidation, or ceases material operations, subject to applicable insolvency law; or
engages in unlawful conduct that materially affects the Services or contractual relationship.

RingScore may terminate or immediately revoke specific user access where continued access creates a material security, privacy, or competition-integrity risk.

38. Termination for Convenience

Neither Party may terminate a committed prepaid Subscription Term solely for convenience unless the applicable Order Form expressly provides that right.

A pay-as-you-go arrangement with no minimum commitment may cease future usage without creating future usage Fees, subject to any notice or other obligations stated in its Order Form.

Nothing in this section prevents the Parties from mutually agreeing in writing to terminate an Order Form.

39. Effect of Termination

Termination does not eliminate:

Fees properly incurred before termination;
committed Fees that remain payable under an applicable non-cancellable Order Form, except where termination results from RingScore's uncured material breach;
confidentiality obligations;
intellectual-property protections;
data-handling obligations;
rights concerning historical Competition Records; or
provisions intended to survive termination.

If Customer terminates because of RingScore's uncured material breach, RingScore will refund prepaid Fees covering the unused portion of the terminated Services, unless the applicable Order Form states a more favourable remedy.

If RingScore terminates because of Customer's uncured material breach, prepaid Fees are not refundable.

40. RingScore Warranties

RingScore warrants that during the applicable Subscription Term:

RingScore will provide the Services with reasonable care and skill consistent with a commercial software provider supporting live sporting events;
the Platform will materially perform according to its generally available Documentation when properly configured and used;
RingScore has the authority to enter into this Agreement and grant the rights expressly provided in it; and
RingScore will not knowingly introduce malicious software into the Platform.

If Customer identifies a material breach of the performance warranty, Customer must provide reasonable details allowing RingScore to investigate.

RingScore's primary obligation will be to use commercially reasonable efforts to correct the material non-conformity.

41. Customer Warranties

Customer represents and warrants that:

it has authority to enter into this Agreement;
it has appropriate rights or authority concerning Customer Data it provides to RingScore;
its use of the Platform will comply with applicable law;
it will not knowingly use the Platform to infringe another person's rights;
it will not knowingly provide unlawful instructions to RingScore; and
individuals accepting this Agreement or an Order Form for Customer are authorized to bind Customer.

42. Service Limitations

Customer acknowledges that live event technology may depend on factors outside RingScore's reasonable control.

These may include:

venue internet connectivity;
local networking;
electrical power;
third-party devices;
Customer hardware;
browsers;
venue infrastructure;
user configuration;
third-party services;
physical damage;
interference; and
other external circumstances.

Except for commitments expressly stated in an SLA, RingScore does not warrant uninterrupted operation under every event condition.

RingScore's responsibility for Platform failures is not eliminated merely because this section identifies external dependencies.

The Parties will assess incidents according to their actual cause.

43. Disclaimer of Other Warranties

Except for express warranties in this Agreement and to the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis.

RingScore disclaims implied warranties and conditions to the extent they may lawfully be disclaimed.

RingScore does not warrant that:

every defect will be corrected immediately;
every third-party provider will remain continuously available;
Customer-entered data will always be accurate;
the Platform will automatically identify every configuration mistake;
analytics will establish sporting misconduct or professional competence; or
use of RingScore alone will satisfy every sanctioning, regulatory, medical, insurance, or recordkeeping obligation applicable to Customer.

Nothing in this Agreement excludes a right or warranty that cannot legally be excluded.

44. No Medical or Regulatory Advice

The Platform is a technology service.

RingScore does not provide medical, legal, regulatory, insurance, or sanctioning advice merely by providing the Platform.

Injury-recording features do not constitute diagnosis or medical clearance.

Analytics do not independently determine whether an athlete or official should be licensed, suspended, disciplined, certified, assigned, or otherwise regulated.

Customer remains responsible for obtaining appropriate professional or governing-body advice.

45. Intellectual Property Indemnification by RingScore

Subject to this Agreement, RingScore will defend Customer against a third-party claim alleging that Customer's authorized use of the unmodified Platform infringes a Canadian patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in a settlement approved by RingScore.

RingScore has no obligation under this section to the extent a claim results from:

Customer Data;
Customer modifications;
unauthorized use;
combination with technology not provided or approved by RingScore where the combination causes the claim;
continued use after RingScore provides a non-infringing replacement; or
compliance with Customer-specific instructions that cause the infringement.

If the Platform becomes, or RingScore reasonably believes it may become, subject to an infringement claim, RingScore may:

obtain the right for Customer to continue using it;
modify the Platform so it is non-infringing without materially reducing purchased functionality;
replace the affected functionality; or
terminate the affected Services and refund prepaid Fees covering the unused portion.

This section states RingScore's complete obligation concerning third-party intellectual-property infringement claims arising from the Platform.

46. Customer Indemnification

Subject to this Agreement, Customer will defend RingScore against a third-party claim arising from:

Customer Data that Customer was not authorized to provide;
Customer's unlawful use of the Platform;
Customer content that infringes third-party intellectual-property rights;
Customer's unauthorized disclosure or misuse of Personal Information obtained through the Platform; or
deliberate manipulation of official competition information by Customer or its personnel.

Customer will pay damages finally awarded or amounts agreed in a settlement approved by Customer.

Customer is not responsible to the extent the claim was caused by RingScore's breach of this Agreement.

47. Indemnification Procedure

A Party seeking indemnification must:

promptly notify the indemnifying Party of the claim;
provide reasonable cooperation at the indemnifying Party's expense; and
allow the indemnifying Party to control the defence and settlement.

Delay in notice relieves the indemnifying Party only to the extent the delay materially prejudices its ability to defend the claim.

The indemnifying Party may not settle a claim in a way that requires the indemnified Party to admit wrongdoing or assume material non-monetary obligations without consent.

48. Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither Party will be liable to the other for:

indirect;
incidental;
special;
exemplary;
punitive; or
consequential damages,

or for loss of anticipated profit, revenue, business opportunity, or goodwill arising out of this Agreement, even if advised that such damages were possible.

This exclusion does not apply where applicable law prohibits the exclusion.

49. General Liability Cap

Except for liabilities subject to Sections 50 and 51, each Party's aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by Customer to RingScore under the affected Services during the 12 months immediately preceding the event giving rise to the claim.

If the event giving rise to liability occurs during the first 12 months, the cap will be the Fees paid or payable for the first 12 months of the affected Order Form.

50. Enhanced Liability Cap

For liability arising directly from:

breach of confidentiality obligations; or
breach of contractual privacy or data-security obligations,

each Party's aggregate liability will not exceed two times (2×) the amount that would otherwise constitute the liability cap under Section 49.

This enhanced cap does not apply where a different cap is expressly agreed in an Order Form or Data Protection Schedule.

51. Liability Not Limited

Nothing in Sections 48 through 50 limits:

Customer's obligation to pay properly due Fees;
liability for fraud;
liability for wilful misconduct;
unauthorized intentional misuse of the other Party's intellectual property;
an indemnifying Party's obligations concerning a third-party claim to the extent expressly assumed under Sections 45 or 46; or
liability that applicable law does not permit the Parties to exclude or limit.

52. Insurance

Nothing in this Agreement creates a specific insurance coverage or policy-limit commitment unless expressly stated in an Order Form.

Each Party is responsible for determining the insurance reasonably appropriate for its own operations.

Customer remains responsible for event, participant, property, medical, sanctioning, and other insurance requirements applicable to its competitions.

53. Publicity and Trademarks

Neither Party may use the other Party's trademarks, logo, or name in a way that falsely implies endorsement, exclusivity, sponsorship, or another relationship beyond what has been agreed.

RingScore will not publicly announce Customer as a customer, partner, or reference account without Customer's permission unless an applicable Order Form or separate agreement provides that permission.

Customer may accurately state that it uses RingScore during the Subscription Term.

Any official-partner designation, case study, testimonial, joint press release, or broader marketing right should be documented separately.

54. Feedback

Customer may provide RingScore with suggestions, ideas, requests, recommendations, and other feedback concerning the Platform.

Customer grants RingScore a perpetual, worldwide, royalty-free right to use and incorporate such feedback into RingScore products and services without compensation or obligation.

This section does not give RingScore rights to Customer's Confidential Information or Customer Data merely because they were supplied alongside feedback.

55. Non-Exclusivity

Unless a separate signed agreement expressly provides otherwise, the relationship is non-exclusive.

Customer may use other technology providers.

RingScore may provide services to other customers, governing bodies, promoters, organizations, or competitors of Customer.

No provision creates:

territorial exclusivity;
customer exclusivity;
industry exclusivity;
most-favoured-customer pricing;
price matching; or
a right of first refusal

unless expressly stated in a signed agreement.

56. Independent Contractors

The Parties are independent contractors.

Nothing in this Agreement creates:

a partnership;
joint venture;
fiduciary relationship;
employment relationship;
franchise; or
agency relationship.

Neither Party may bind the other except where expressly authorized in writing.

RingScore does not become Customer's sporting regulator or governing agent merely because Customer uses the Platform.

57. Compliance With Laws

Each Party will comply with laws applicable to its own performance under this Agreement.

Customer is responsible for laws and rules applicable to:

its competitions;
sanctioning;
participants;
officials;
event operations;
employment or volunteers;
medical requirements;
licensing;
broadcasting;
advertising;
sponsorship; and
Customer's use of Personal Information.

RingScore is responsible for laws applicable to RingScore's provision of the Services.

58. Force Majeure

Neither Party is liable for delay or failure to perform caused by an event beyond its reasonable control, except for payment obligations for Services already provided.

Such events may include:

natural disasters;
severe weather;
widespread internet outages;
utility failures;
telecommunications failures;
labour disruptions;
governmental actions;
war;
civil disturbance;
epidemics;
venue shutdowns;
major third-party infrastructure failures; or
cyberattacks despite reasonable protective measures.

The affected Party will use commercially reasonable efforts to reduce the impact and resume performance.

59. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

Subject to any mandatory law that applies otherwise, the courts of Ontario will have jurisdiction over disputes arising from this Agreement.

60. Good-Faith Dispute Resolution

Before beginning formal proceedings, a Party will provide written notice describing the dispute and requested resolution.

Senior representatives of the Parties will make reasonable good-faith efforts to resolve the dispute.

Unless urgent relief is required, the Parties will allow at least 30 days for informal resolution before commencing litigation.

Nothing prevents either Party from seeking urgent injunctive or equitable relief reasonably required to protect:

Personal Information;
system security;
Confidential Information;
intellectual property;
an active event; or
competition integrity.

A specific Order Form may establish a different escalation or dispute process.

61. Assignment

Customer may not assign this Agreement without RingScore's prior written consent, which will not be unreasonably withheld in connection with a legitimate corporate reorganization or transfer of substantially all of Customer's relevant operations.

RingScore may assign this Agreement in connection with:

a merger;
acquisition;
corporate reorganization;
financing;
sale of substantially all relevant assets; or
transfer of the Platform business,

provided that the successor assumes RingScore's applicable obligations.

Any prohibited assignment is ineffective.

62. Notices

Formal notices concerning:

material breach;
termination;
indemnification;
legal disputes; or
another matter expressly requiring formal notice

must be delivered to the notice contact identified in the applicable Order Form.

If no RingScore notice address appears in an Order Form, notice to RingScore may be delivered to:

RingScore Systems Inc.
Attention: Founder and Chief Executive Officer
6178 Red Willow Drive
Ottawa, Ontario K1C 7J1
Canada

Operational notices, support communications, invoices, and ordinary account communications may be delivered electronically to the applicable administrative, operational, or billing contact.

A Party may update its notice details by written notice.

63. Electronic Execution

This Agreement and related Order Forms may be executed electronically.

Electronic signatures, electronic acceptance mechanisms, and counterparts may be used to establish acceptance to the extent permitted by applicable law.

RingScore may maintain records showing:

the agreement version;
date and time of acceptance;
person accepting;
organization represented; and
associated Order Form.

64. Language

The Parties intend to comply with language requirements applicable to their contractual relationship.

Where applicable law requires RingScore to provide a French version of this Agreement or related documents before the Parties may validly choose another language, RingScore will provide the required French version before relying on such a choice.

Nothing in this Agreement is intended to waive a mandatory language right.

65. Amendments

This Agreement may be amended only:

through a written amendment signed by authorized representatives of both Parties; or
through another mechanism expressly permitted in this Agreement.

An Order Form may vary a provision of this Agreement only where it clearly identifies the provision being varied or the Parties' intent to apply a different term is otherwise unmistakable.

RingScore will not modify an existing committed B2B subscription merely by changing website terms.

66. Waiver

A failure to enforce a provision does not waive the right to enforce it later.

A waiver is effective only for the particular matter for which it is given.

67. Severability

If a provision is invalid or unenforceable, it will be interpreted or modified to the minimum extent reasonably necessary to make it enforceable where legally permitted.

The remainder of the Agreement will continue in effect.

68. No Third-Party Beneficiaries

Except where expressly stated otherwise, this Agreement does not give rights to a person or organization that is not a Party.

Authorized Users may use the Platform through Customer but do not become parties to this Agreement merely through that access.

69. Survival

Sections that by their nature should continue after expiry or termination survive.

These include provisions concerning:

accrued payment obligations;
data rights;
Competition Records;
confidentiality;
intellectual property;
restrictions;
indemnification;
liability;
dispute resolution; and
any obligation expressly intended to survive.

70. Entire Agreement

This Agreement and documents expressly incorporated into it constitute the complete agreement between the Parties concerning the Services covered by the applicable Order Forms.

They replace prior or contemporaneous discussions concerning the same subject matter.

Neither Party is relying on a statement, promise, representation, roadmap, demonstration, or projection not included in the Agreement, except that nothing in this section limits liability for fraudulent misrepresentation.

71. Counterparts

This Agreement may be executed in counterparts.

Each counterpart is deemed an original and all counterparts together constitute one agreement.

Electronic copies and electronic signatures have the same contractual effect as permitted by applicable law.

72. Acceptance

This Agreement becomes binding between RingScore and Customer when:

both Parties sign this Agreement;
both Parties sign an Order Form that expressly incorporates this Agreement; or
an authorized representative of Customer electronically accepts this Agreement through a RingScore-approved business onboarding process.

The person accepting on behalf of Customer represents that they have authority to bind Customer.