Terms of Service for Gridly

1.1 General

We provide a number of online and mobile products and services that you can view, access, and use via our websites, mobile apps, software, content, or other online products and services (including all Content therein, the "Gridly Services"), including without limitation team, league, tournament or other pages and applications hosted on or provided by Gridly that are subject to and governed by these Terms of Service. We operate worldwide across a number of sports.

1.2 Acceptance of the Terms of Service

You may access the Gridly Services in accordance with these Terms of Service. You represent that you have read, understood, and agree to be bound by these Terms of Service in connection with your access to and/or use of any of the Gridly Services. If you do not agree to these Terms of Service, you may not access or use the Gridly Services. By using the Gridly Services, you will be deemed to have agreed to the Terms of Service.

1.3 Eligibility

1.4 Additional Terms

1.5 Modifications

YOUR ACCESS TO OR USE OF THE GRIDLY SERVICES IS GOVERNED BY THE THEN-CURRENT TERMS OF SERVICE. We reserve the right, at our sole discretion, to modify these TOS at any time by posting the amended TOS here with an updated "Last Updated" date above. If the changes include material changes that require notice under applicable law (e.g., under applicable Canadian privacy laws (PIPEDA) and US federal and state privacy laws), we will notify you of the changes as required by law, which may include notification through the Gridly Services or via email. Your continued access or use of the Gridly Services after we post changes to these Terms of Service will be deemed acceptance of these Terms of Service as modified, or, if notice is required by law, after such notice to you unless you accept the modified Terms of Service earlier. If you do not agree to the new Terms of Service, you may not use the Gridly Services. We encourage you to check back here for any such changes from time to time.

1.6 Account Registration

You may be asked to provide registration information in order to access some of the Gridly Services. You are responsible for providing correct, current, and complete information and maintaining the accuracy of such information. You agree that we may take steps to verify the information you provide, in compliance with privacy laws. The Gridly Services and any usernames or passwords you use to access the Gridly Services ("Passwords") are for personal use only. You are solely responsible for maintaining the security of your Passwords and you agree to immediately notify us of any unauthorized use of your Passwords and/or other security breaches related to the Gridly Services. You may terminate your account for any reason or no reason, provided that termination of your account may impact your ability to access and use certain Gridly Services. We have the right to disable your Account or password, whether chosen by you or allocated by us, at any time for any reason, including if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service or if we (or the applicable Organization) know or suspect that anyone else knows or is using your credentials. Upon termination, we will handle your data in accordance with our Privacy Policy and applicable laws, including data retention requirements under applicable Canadian privacy laws (PIPEDA) and US federal and state privacy laws.

3.1 Availability of Services

We grant you a limited, non-sublicensable, non-transferable license to access and use the Gridly Services for your personal or organizational use, and only in accordance with these Terms of Service. Except as we specifically agree in writing, no element of the Content (defined in Section 4.1 below) may be used or exploited in any way other than as part of the authorized Gridly Services made available to you. To the extent the Gridly Services make Content available for download, we grant you the right to download such Content onto the device on which you use the Gridly Services in compliance with these Terms of Service. We may change, suspend, or discontinue any or all of the Gridly Services, including any features, products, or functionalities, at any time for any reason with reasonable notice where required by law, without liability to you. We make no representations or warranties about the quality, accuracy, or availability of the Gridly Services, including, but not limited to blackouts, location or device-based limitations or compatibility, or Content-viewing windows.

3.2 Wireless Features

The Gridly Services may offer certain features that are available via a mobile network, such as the ability to receive messages, upload content, or download applications to your wireless device (collectively, "Wireless Features"). If you use any Wireless Features, you agree that we may send communications to your device with your consent.

3.3 Devices and Charges

You are solely responsible for obtaining all devices and software, internet connectivity, mobile service, and other services needed for your use of the Gridly Services, and you will be solely responsible for all charges related to them. Your carrier or internet service provider may charge fees for or restrict certain Wireless Features.

4.1 Gridly Content

The Gridly Services contain or reference material that is owned by us as well as third parties, including but not limited to software, images, videos, text, website designs and templates, and audio (collectively, "Content"). As between Prodaigy and you, Prodaigy owns all right, title, and interest in and to or has a right and license to use the copyrights, trademarks, service marks, trade names, and all other intellectual and proprietary rights throughout the world associated with the Gridly Services and Content, including as incorporated into User-Generated Content. Except as expressly stated in these Terms of Service, nothing in these Terms of Service shall be deemed to convey to you any right, title, or interest in or to the Gridly Services or Content. To the extent the Gridly Services include an explicit authorization with respect to certain Content (e.g., the right to repost content on social media), Prodaigy hereby grants you a limited, revocable license to post or upload such Content onto your personal social media account(s) without modification and in accordance with the restrictions in these Terms of Service or any other additional terms and conditions associated with such Content. To the extent we authorize you to create, Upload, publicly display, or publicly perform User-Generated Content that is derived from our Content, we grant you a non-exclusive license to create a derivative work using the specifically referenced Content. You assign to us all rights worldwide in the work you create for the duration of copyright in the User-Generated Content, in compliance with applicable intellectual property laws in Canada and the U.S., and hereby waive all moral rights in our favor to the extent permitted by law.

4.2 User-Generated Content

The Gridly Services may allow you to upload, post, or otherwise submit content, including but not limited to messages, materials, data, text, music, sound, photos, video, graphics, applications, code, and other information or materials ("User-Generated Content"). You are solely responsible for your User-Generated Content and the consequences of uploading or publishing it. By uploading User-Generated Content, you represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all User-Generated Content; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User-Generated Content to use their name or likeness, including appropriate parental consent for any individuals under 13 as required by applicable law; and (iii) the User-Generated Content does not violate any law or infringe any rights of any third party. We do not endorse any User-Generated Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User-Generated Content. We reserve the right to remove User-Generated Content without prior notice for any reason, including if it violates these Terms of Service or applicable laws.

4.3 License to User-Generated Content

By submitting User-Generated Content to the Gridly Services, you grant Prodaigy a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the User-Generated Content in connection with the Gridly Services and our business, including for promoting and redistributing part or all of the Gridly Services (and derivative works thereof) in any media formats and through any media channels. This license includes the right to host, index, cache, distribute, and tag any User-Generated Content, as well as the right to sublicense User-Generated Content to third parties for use on other platforms.

12.1 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us.

12.2 Arbitration

If the dispute is not resolved informally, any claim or dispute between you and Prodaigy arising out of or related to these Terms of Service or the Gridly Services shall be resolved by binding arbitration administered by a recognized arbitration body in Ontario, Canada, unless prohibited by law in your jurisdiction.

12.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION.

12.4 Jury Trial Waiver

FOR ANY NON-ARBITRABLE DISPUTES, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

13.1 Electronic Signature Capability

The Gridly Services include electronic signature functionality that enables Organizations and Users to create, send, sign, and manage documents electronically ("E-Signature Services"). These E-Signature Services are designed to facilitate the execution of documents such as waivers, consent forms, and other agreements required for sports participation.

13.2 Legal Framework and Compliance

The E-Signature Services are designed to comply with applicable electronic signature laws, including the United States Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), the Uniform Electronic Transactions Act ("UETA") as adopted by various U.S. states, and Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA"). By using the E-Signature Services, you acknowledge that electronic signatures executed through Gridly are intended to have the same legal validity, enforceability, and admissibility as handwritten signatures under applicable law.

13.3 Consent to Electronic Signatures

Before signing any document electronically through Gridly, signers are required to provide explicit consent to: (i) receive and sign documents electronically; (ii) the use of electronic signatures in lieu of handwritten signatures; and (iii) the legal binding nature of their electronic signature. This consent is obtained through an acknowledgment process that includes attestation that the signer has read and understood the document being signed.

13.4 Audit Trail and Record Keeping

Gridly automatically captures and maintains audit trail information for each electronically signed document, including but not limited to: the date and time of signature, IP address of the signer, device and browser information, and a cryptographic hash of the signature data. This information is retained for legal compliance purposes and to provide evidence of the signing event. Organizations using E-Signature Services are solely responsible for maintaining their own copies of signed documents and certificates of completion. Organizations acknowledge that Gridly provides tools to download and preserve signature records, and that Organizations bear full responsibility for ensuring they maintain adequate records for their legal and regulatory requirements.

13.5 Gridly's Role as Technology Provider

GRIDLY PROVIDES THE E-SIGNATURE SERVICES AS A NEUTRAL TECHNOLOGY PLATFORM AND FACILITATOR. PRODAIGY IS NOT A PARTY TO ANY DOCUMENTS SIGNED USING THE E-SIGNATURE SERVICES AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LEGAL VALIDITY, ENFORCEABILITY, OR ADMISSIBILITY OF ANY DOCUMENT SIGNED THROUGH THE GRIDLY SERVICES. PRODAIGY DOES NOT PROVIDE LEGAL ADVICE AND ORGANIZATIONS SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL REGARDING THE APPROPRIATENESS OF ELECTRONIC SIGNATURES FOR THEIR SPECIFIC USE CASES.

13.6 Limitation of Liability for E-Signature Services

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODAIGY SHALL NOT BE LIABLE FOR: (I) ANY CLAIMS ARISING FROM THE CONTENT, ACCURACY, OR LEGAL SUFFICIENCY OF ANY DOCUMENT SIGNED USING THE E-SIGNATURE SERVICES; (II) ANY DISPUTES BETWEEN PARTIES TO A SIGNED DOCUMENT; (III) THE ENFORCEABILITY OF ANY ELECTRONIC SIGNATURE IN ANY PARTICULAR JURISDICTION; (IV) ANY LOSSES RESULTING FROM AN ORGANIZATION'S FAILURE TO MAINTAIN ADEQUATE RECORDS OF SIGNED DOCUMENTS; OR (V) ANY CLAIMS RELATED TO THE LEGAL VALIDITY OF WAIVERS, RELEASES OF LIABILITY, OR OTHER AGREEMENTS SIGNED ELECTRONICALLY. ORGANIZATIONS THAT USE THE E-SIGNATURE SERVICES FOR WAIVERS OR LIABILITY RELEASES DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR ENSURING SUCH DOCUMENTS COMPLY WITH APPLICABLE LAW.

13.7 Organization Indemnification for E-Signature Services

Organizations using the E-Signature Services agree to indemnify and hold harmless Prodaigy, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or related to: (i) the content of any documents signed using the E-Signature Services; (ii) disputes between the Organization and any signer; (iii) the Organization's failure to obtain valid consent or maintain adequate records; or (iv) the enforceability of any waiver, release, or other document signed electronically through Gridly.

13.8 Data Retention for Signature Records

Gridly retains electronic signature records and audit trail data for a minimum of seven (7) years or as otherwise required by applicable law. Signature records are treated as immutable once created and cannot be deleted or modified, even if the associated document or account is deleted. This retention policy is designed to comply with legal requirements for electronic signature validity and to support Organizations in meeting their own record-keeping obligations.