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TERMS OF SERVICE

As of October 18, 2023

Please carefully read these terms and conditions of use (these "Terms of
Service") before accessing and using the Site and/or the Services. These Terms
of Service apply to the web sites located at www.leaguescup.com, and the
subdomains thereof, including, without limitation, any affiliated sites on which
these Terms of Service are posted (the "Site"). These Terms of Service also
apply to various online services and applications provided by Soccer United
Marketing, LLC (“SUM” or "we", "us" or "our") on or through the Site, as well as
any mobile/tablet applications that link to or reference these Terms of Service
(collectively, the "Services"). Your access to and use of the Site and the
Services (whether or not you are a registered member) is subject to these Terms
of Service (including the Privacy Policy of the Site) and all applicable laws,
rules and regulations. By accessing and using this Site and/or the Services, you
signify your assent to these Terms of Service. These Terms of Service (including
the Privacy Policy may be amended or modified at the sole discretion of SUM or
new conditions may be imposed by SUM, at any time, with or without notice. Any
such changes or additions will be reflected by an update of this posting. Please
check these Terms of Service (including the Privacy Policy) periodically for
changes. Your continued access and use of the Site and/or the Services following
the posting of changes to these Terms of Service (including the Privacy Policy)
will mean you accept those changes. If you do not agree to these Terms of
Service (including the Privacy Policy), do not access and use the Site and/or
the Services.

These Terms of Service include a Dispute Resolution section (including an
arbitration agreement, class action waiver, and jury trial waiver) that affects
your legal rights. In arbitration, there is less discovery and appellate review
than in court. Please review these provisions in Section 18 carefully.

1. Ownership and use restrictions

The Site is owned and operated by SUM. SUM reserves the right to contract with,
and has contracted with, third parties for the operation of various components
or services of the Site, each on our behalf.

The content and materials contained on or distributed within the Site and
Services including, without limitation, video, audio, photos, text, images, user
interfaces, graphics, statistics, updated scores, news, contests, fantasy games,
message features, merchandise, tickets, logos and all copyrights and
intellectual property related to the Site and/or Services, MLS, Soccer United
Marketing, LLC (“SUM”) any affiliate of MLS or SUM, any of the MLS member clubs,
Liga MX, any of the Liga MX member clubs, Federacion Mexicana de Futbol,
CONCACAF, or any of the Leagues Cup sponsors, licensees and other affiliates
(the "Content") are either owned by, or licensed to, SUM. We maintain the Site
and Services for your personal entertainment, information, education, and
communication. You may download one copy of each piece of Content from the Site
and/or Services to any single computer for your personal, noncommercial use
only, provided that you also retain all copyright and other proprietary notices
contained on such Content. You may not, reproduce, republish, prepare derivative
works based upon, modify, upload, post, compile, transmit, distribute, copy,
publicly display or otherwise use the Content in any manner, except as expressly
provided in these Terms of Service, without the express written permission of
SUM, and nothing herein shall imply any license or right otherwise. Modification
of any Content on the Site or Services in any manner is a violation of the
applicable owner's copyright and other proprietary rights.

The word marks, logos, trade names, packaging and designs of Leagues Cup, MLS,
SUM, the current and former MLS member clubs and the Site and the Services are
the exclusive property of MLS, SUM, or our affiliates. All other word marks and
logos (each, a "Trademark" and, collectively the "Trademarks") appearing on the
Site and on the Services are Trademarks of their respective owners, regardless
of whether such Trademarks are displayed with the trademark symbol. Nothing
contained on the Site or as part of the Services should be construed as
granting, by implication, estoppel, or otherwise, any license or right to use
any Trademark displayed on the Site or on the Services in any manner without the
express written permission of its respective owner. Any use of the Trademarks
displayed on the Site, or any other Content on the Site, or in the Services
except as expressly provided in these Terms of Service, is strictly prohibited.

Images of people or places displayed as part of the Content on the Site or on
the Services are either the property of, or used with permission by, SUM. Any
use of these images by you, or anyone else authorized by you, is prohibited
unless expressly permitted by these Terms of Service or by express permission
that is granted elsewhere on the Site or in connection with the Services. Any
unauthorized use of the images may violate copyright laws, trademark laws, the
laws of privacy and publicity, and communications regulations and statutes.

We neither warrant nor represent that your use of Content displayed on the Site
and/or Services will not infringe upon the rights of third parties neither owned
by nor affiliated with SUM.

2. Access to site

To access the Site, you must have access to the World Wide Web, either directly
or through devices that access Web-based content, and you are solely responsible
for payment of any service fees associated with such access. Certain features of
the Site and the Services may require additional software downloads and minimum
technical requirements that are presented when you first register, which minimum
technical requirements may change from time to time in SUM's sole discretion.
You are solely responsible for determining whether your computer satisfies the
minimum technical requirements before you register to access the Site and/or the
Services. Your exclusive remedy in the event SUM changes the minimum technical
requirements is to terminate your use of the Site and/or the Services.

3. Registration for certain features

3.1 Registration; Privacy

In order to access certain features of the Site and/or Services, you may be
required to register with SUM by providing certain personally identifiable
information about yourself, including, but not limited to, your name and email
address. In consideration for our granting you access to these features of the
Site and Services, you hereby expressly agree to provide true, accurate, current
and complete information about yourself as requested and as necessary for our
provision of, and/or your registration for the use of, those features of the
Site and Services, subject to all applicable laws, rules and regulations. If you
provide any information that is untrue, inaccurate, not current or incomplete,
or if SUM has reasonable grounds to suspect that the information that you have
provided is untrue, inaccurate, not current or incomplete, we have the absolute
right to suspend or terminate your account at any time and refuse you any and
all current or future use of the Site and Services. For details concerning how
such personally identifiable information is collected, used, disclosed and
otherwise managed please see our Privacy Policy, which is incorporated herein by
this reference.

3.2 User Name

In order to use certain functionalities of the Site and/or Services, you may be
asked to select a user name (a "User Name") for identification purposes. You
must not use any User Name that violates these Terms of Service or any of the
Code of Conduct (below). You may also receive or choose a password upon
completing the registration process. You are solely responsible for maintaining
the confidentiality of the password, and are solely responsible for all
activities that occur under your password. Without limiting anything else in
these Terms of Service, we are not responsible for any loss or damage whatsoever
arising out of or related to your failure to comply with this Section 3.

3.3 Subscription Services

SUM may offer certain services that require payment of a fee in order to use or
receive a subscription ("Subscription Services"). Your use of the Subscription
Services may be subject to additional terms and conditions that you must accept,
approval of your valid payment card and verification of other information that
SUM may request from you, including your IP address. The Subscription Services
may also require additional technical requirements.

SUM may notify you about changes to prices and/or the Subscription Services by
sending an email message to your email address on file and by publishing such
notices from time to time on the informational page(s) of the Site. If your
email service includes functionality or software that catalogues your emails in
an automated manner, it is your responsibility to ensure that those emails we
send to you reach your inbox, either by routinely monitoring your bulk, junk
and/or spam email folders or by adding us to your address book or safe senders
list.

4. Services and Content

The Content on the Site and the Services provided may be updated, deleted or
otherwise modified from time to time at the discretion of SUM.

4.1 Messaging

a. The Site and the Services may offer opportunities for you to send messages or
postings in connection with various features which may include, without
limitation, vanity email, auctions, contests, games, message boards, chat rooms,
blogs and video submissions (each a "Message Feature" and, collectively, the
"Message Features").

b. You must use the Message Features in a responsible manner. By entering the
Site or using the Services, you expressly agree to not transmit any message
(each, a "Message" and, collectively, the "Messages") in connection with any
Message Feature that violates the Code of Conduct for the Site and Services as
set forth below.

c. We and our third-party providers (the "Vendors") shall have the absolute
right, but not the obligation, to review, edit or delete any Message transmitted
in any Message Feature or any User Name including that which: (i) violates any
term of these Terms of Service (including, but not limited to the Code of
Conduct); (ii) is otherwise illegal, offensive or inappropriate; and/or (iii)
for any other reason, in our sole discretion. Depending on the nature of the
violation, we shall have the sole discretion to terminate your access to the
Site and/or Services at any time. Please be advised that we and our Vendors
will, in accordance with the Privacy Policy of the Site and all applicable laws,
fully cooperate with any and all law enforcement authorities and court orders in
any and all jurisdictions requesting or directing us or our Vendors to disclose
personal information of anyone who submits a Message or User Name that violates
the foregoing terms.

d. Although we or our Vendors may from time to time monitor or review Messages
or User Names submitted on the Site/Services, neither SUM nor our Vendors are
under any obligation to do so and assume no responsibility or liability that may
result from the content of any Message nor for any error, defamation, libel,
slander, omission, falsehood, obscenity, pornography, profanity, danger, or
inaccuracy contained therein. Display of any Message in any Message Feature or
any User Name does not constitute approval or endorsement by us or our Vendors.
You acknowledge that neither SUM nor our Vendors are responsible for, and cannot
and do not guarantee, the accuracy or reliability of information in any Message
posted or submitted by any user of the Site or Services.

e. Messages submitted to the Site or the Services by Message Feature or
otherwise, including without limitation any data, questions, comments,
suggestions or the like, and User Names are, and will be treated as,
non-confidential and nonproprietary. By submitting a Message or User Name to the
Site or in connection with any Services, you acknowledge that any information
disclosed by you therein (i) may be used by any third party; (ii) is not
confidential, may be read or intercepted by others and you have no expectation
of privacy with regard thereto; (iii) creates no confidential, fiduciary,
contractually implied or other relationship between you and us or our Vendors
other than as expressly set forth in these Terms of Service; and (iv) is subject
to the grant of Rights to us and our Vendors described in "Submissions" below.

4.2 Submissions

By transmitting any Message or User Name or submitting ideas, articles, scripts,
story lines, fan fiction, characters, drawings, creative ideas, concepts,
know-how, processes, techniques, proposals, suggestions, plans, product names,
technologies or materials, whether solicited or unsolicited, (each, a
"Submission" and, collectively, "Submissions"), you are granting us a perpetual,
royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and
license to use, reproduce, modify, publish, translate, prepare derivative works
based upon, distribute, perform or display such Submissions, in whole or in
part, in any form, media or technology known or hereafter developed for any
purpose, including, without limitation, advertising and promotional purposes
(collectively, "Rights"). MLS, SUM, the operators of the MLS member clubs, Liga
MX, any of the operators of the Liga MX member clubs, Federacion Mexicana de
Futbol, CONCACAF, and each of the foregoing entities’ respective affiliates
shall also have the absolute right, but not the obligation, to use your name in
connection with the broadcast, print, online or other use or publication of your
Submission and to license your Submission to third parties without seeking or
receiving your further consent.

a. Solicited Submissions: At times, we may solicit Submissions from visitors to
the Site, including, without limitation, information, ideas, artwork or other
materials. It is our practice to post notices on the Site regarding our planned
use of such materials where we solicit the Submission. Your provision of
information in response to such a solicitation constitutes a grant by you to us
of the Rights described above. In the event we seek to claim full ownership,
rather than an irrevocable perpetual license of your Submission, you hereby
assign all right title and interest to such Submission without any payment or
further obligation to you and to take any and all action necessary to effect
such assignment.

b. Unsolicited Submissions: Although we welcome your comments regarding, and
your ideas and proposals for, the Site or Services, it is our policy not to
accept or consider any Submissions that are unsolicited. The intent of this
policy is to avoid the possibility of future misunderstandings, legal or
otherwise, when creative ideas, concepts or materials developed by SUM and/or
our partners or affiliates might appear to be similar to your Submission(s). If
you do send any Submission(s) to SUM via the Site, Services, or otherwise, that
are unsolicited, however, you agree that (i) your unsolicited Submission(s) are
not being made in confidence or trust and that by making such Submission(s) no
contractual or fiduciary relationship is created between you and SUM; (ii) any
such unsolicited Submission(s) and copyright become the property of and will be
owned by SUM and may be used, copied, sublicensed, adapted, transmitted,
distributed, publicly performed, published, displayed or deleted as SUM sees
fit; (iii) you are not entitled to any compensation, credit or notice whatsoever
in connection with such Submission(s); and (iv) by sending an unsolicited
Submission you waive the right to make any claim against SUM or our partners
and/or affiliates relating to any unsolicited Submissions by you, including,
without limitation, unfair competition, breach of implied contract or breach of
confidentiality.

4.3 Ownership and Non-Infringement

By posting or submitting your content to the Site and/or Services, you represent
and warrant that you own or otherwise control all of the rights thereto, and
that use of your content on the Site and/or Services will not infringe or
violate the rights of any third party or any applicable law.

5. Code of Conduct

5.1 Code of Conduct

You agree not to use the Site and Services, including, but not limited to
transmitting Messages, links or Submissions in a manner that:

i) imposes an unreasonable or disproportionately large load on the Site's
infrastructure, interferes or disrupts the Site, the Services or the networks
connected thereto or otherwise restricts or inhibits any other user from using
and enjoying the Site or the Services;

ii) is, or encourages conduct that is, unlawful, violent, threatening, abusive,
bigoted, hateful, libelous, defamatory, obscene, vulgar, offensive,
pornographic, profane, sexually explicit, indecent, or otherwise deemed
objectionable by SUM;

iii) constitutes, advocates or encourages conduct that would constitute or give
rise to a criminal offense, civil liability or other violation of any local,
state, national or international law;

iv) violates, plagiarizes or infringes the rights of third parties including,
without limitation, copyright, trademark, patent, rights of privacy or publicity
or any other proprietary right or reveals confidential information or trade
secrets in an unauthorized manner;

v) contains any virus, Trojan horse, worm, time bomb, cancelbot, ransomware,
malware or other similar harmful or deleterious programming routine;

vi) harms or attempts to harm minors;

vii) contains any information, software or other material of a commercial
nature;

viii) contains advertising, promotions, spam or commercial solicitations of any
kind;

ix) constitutes or contains false or misleading indications of origin or
statements of fact; or

x) contains material irrelevant to the subject matter of the Message Feature,
including that which incites disputes, demeans, or wishes injury on a player or
us or other users.

Clauses i) - x) shall collectively be referred to as the "Code of Conduct".

5.2 General Prohibited Uses

You agree that in connection with your use of the Site and the Services, you
will not:

i) harvest or collect email addresses or other contact information of other
users by electronic or other means or engaging in spidering, screen scraping,
database scraping or other such activity;

ii) use any incomplete, false or inaccurate biographical or other information
for purposes of registering as a user of the Services, or for purposes of
registering for any promotions offered through the Services;

iii) delete or revise any material or other information of any other user of the
Services;

iv) take any action that imposes an unreasonable or disproportionately large
load on the infrastructure of one or more of the Services;

v) use any device, software or routine to interfere or attempt to interfere with
the proper working of one or more of the Services or any activity being
conducted on this Site;

vi) use or attempt to use any engine, software, tool, agent or other device or
mechanism (including, without limitation, browsers, spiders, robots, avatars or
intelligent agents) to navigate or search the Services to harvest or otherwise
collect information from the Services to be used for any commercial purpose;

vii) allow any other person or entity to use your User Name or password for
posting or viewing comments or sending or receiving materials;

viii) attempt to decipher, decompile, disassemble or reverse engineer any of the
software comprising or in any way making up a part of the Services;

ix) access data not intended for you, gain unauthorized access to the Services
or log into a server or account that you are not authorized to access;

x) attempt to probe, scan or test the vulnerability of a system or network or to
breach security or authentication measures without proper authorization;

xi) attempt to interfere with service to any user, host or network, including,
without limitation, by way of submitting a virus to, or overloading, "flooding",
"spamming", "mailbombing" or "crashing" the Services; or

xii) forge any TCP/IP packet header or any part of the header information in any
email or posting;

xiii) use the Site in any manner that violates any applicable laws or is
prohibited by these Terms of Service.

Violations of system or network security may result in civil or criminal
liability.

Any features that we make available on the Services are provided exclusively for
entertainment purposes. You are prohibited from gambling or wagering on the
result of any features provided on or through the Services, or from using the
Services to gamble or wager on, or to facilitate any gambling or wagering on,
the result of any Leagues Cup game.

SUM reserves all rights to investigate occurrences that may involve violations
of the security of the use of the Site and/or Services or of the law, and SUM
may involve, and cooperate with, law enforcement authorities in prosecuting
users who are involved in such violations. If any unauthorized person obtains
access to the Services as a result of any act or omission by you, you shall use
your best efforts to ascertain the source and manner of acquisition and shall
fully and promptly notify privacy@SUMworld.com. You shall otherwise cooperate
and assist in any investigation relating to any such unauthorized access. If you
commit or cause such violations, we may suspend or terminate your access to the
Services for any or no reason at any time without notice.

If you become aware of any content on the Services that you believe to be
objectionable or to violate these Terms of Service, or that you believe may
cause injury to yourself, us, or any third party, you should notify us of such
content immediately by contacting privacy@SUMworld.com. Even if you notify us of
such content that you believe to be objectionable, you agree that we will not be
obligated to take any particular steps, or any steps at all, in response to your
notification. You agree that your notification under this paragraph will create
no duty on our part to you or to any third party, and that we may not be held
liable for any action that we take, or for our inaction, after you provide us
with notification.

6. Voting, Contests and Sweepstakes

6.1. The Site may offer you opportunities to vote in connection with certain
events. By casting a vote or entering contests or sweepstakes, you signify your
agreement to all special termsF and voting guidelines set forth on the Site
applicable to that event as well as in these Terms of Service.

7. Subscriptions and Terms of Use for Sales

While we provide links to websites that sell products and Services on the Site,
we do not sell products or Services directly on the Site. If you click on links
to products or Services on the Site, you will be redirected to other websites,
some of which we or our affiliates operate and some of which are operated by
third parties. See Section 9 below for discussion of links and embedding.

For example, if you click on the official Leagues Cup merchandise store (the
“Leagues Cup Store”), you will be directed to
https://www.leaguescupstore-fanatics.com/. Sales from the Leagues Cup Store are
subject to the Terms of Use located on the Leagues Cup Store website located at
https://www.leaguescupstore-fanatics.com/en/terms-of-use/ch-2700. Questions
relating to the Leagues Cup Store, merchandise and its fulfillment should be
directed to the contact identified in the terms of use for the Leagues Cup
Store.

If you click on the “Tickets” link on the Site, you will be directed to
https://www.leaguescup.com/tickets/, where will be redirected to an MLS member
club’s ticketing partner’s website. Each MLS member club has a link to a
different ticketing site, each with separate terms of use. Sales of tickets are
subject to the terms of use located at the websites for the MLS member clubs or
other third parties with which the MLS member clubs have contracted to sell
tickets to MLS games or related events. Questions relating to ticketing should
be directed to the contacts identified in the terms of use for the specific
ticketing website.

Subscriptions to MLS Season Pass and other use of Apple’s website are governed
by legal terms on that site, which are currently found at
www.apple.com/legal/internet-services/. Questions with respect to MLS Season
Pass and subscriptions should be directed to the contacts identified in the
legal terms at www.apple.com/legal/internet-services/.

The Leagues Cup Store, ticketing websites and subscription services each may
collect personal information for verification and other purposes, and may take
payments for products, subscriptions or other services sold on those websites,
whether by payment card or other methods. The terms of use and privacy policies
of those other websites apply to your use of those websites. SUM and its
affiliates are not responsible for any actions you take once you leave this
Site, including the security of your payment card data and other personal
information you provide while you use other websites. We shall not be held
liable for any breaches in information security from your use of any third-party
sites. If you do not wish to comply with the terms of use for the Leagues Cup
Store, ticketing sites, subscription services, or other websites then do not
click on links and navigate to those sites.

8. Streaming Services

Leagues Cup match streaming options are available via AppleTV. Subscriptions are
subject to Apple’s terms of use and privacy policy. For more information please
visit: https://tv.apple.com/us/channel/mls-season-pass/tvs.sbd.7000.

9. Links & Embedding

9.1. The Site or Services may contain links to other websites and services
("Linked Services"). The Linked Services may or may not be under SUM's control
and SUM is not responsible for the contents of the Linked Services of third
parties that it does not control.

The following restrictions ("Linkage Restrictions") apply to all links,
including any to embedded Content, to or from the Site or Services from or to
any on-line, cable, wireless or other website, service, browser or other
resource:

A. Websites, services, browsers and other resources other than commercial sites
(e.g., fan sites, chamber of commerce sites, search engine sites, widely
available Internet browsers) (each, a "Permissible Site" and, collectively,
"Permissible Sites") may link to www.leaguescup.com the express written
permission of SUM if such link is: (i) a "word" (as opposed to a "logo") link
(e.g., "leaguescup.com," "The Official Site of Leagues Cup"); and (ii) spatially
separated from, and not otherwise associated with, any sponsorship advertising,
or other commercial text or graphics that may be on the page/area containing
such word link.

B. The LeaguesCup.com logo, or a link containing any other logo of SUM, MLS or
its member clubs, Liga MX or its member clubs, Federacion Mexicana de Futbol or
CONCACAF, (a "logo" link) may not be used to link to www.leaguescup.com without
the express written permission of SUM.

C. No link to the Site may be "framed" by the Permissible Site where the link
originated if such "frame" contains any sponsorship, advertising or other
commercial text or graphics.

D. Links to and from the Site or Services from or to other sites maintained by
third parties do not constitute an endorsement by SUM of any third-party website
or content. We are not responsible for the availability of these third-party
resources. Your linking to the Site, off-site pages or other sites is at your
own risk and without the permission of SUM. By clicking on any such link, you
acknowledge that the Site has no control over, and makes no representations of
any kind with respect to, such other sites or any content contained within such
other sites, and you hereby revoke any claim against us with respect to such
other sites. You should direct any concerns regarding any external link to that
link’s website administrator or Webmaster.

E. The posting or creation of any link to the Site signifies that you have read
these Linkage Restrictions and agree to abide by their terms.

Subject to your strict compliance with these Terms of Service (including, but
not limited to, the Code of Conduct), you may embed certain Content (including,
but not limited to, video clips and photographs) from the Site into your
website, blog or profile page, provided that you do not (i) obscure the Leagues
Cup’s branding using the embedded Content, assert or imply ownership or
authorship of the Content, or facilitate another party's assertion or
implication of ownership or authorship of the Content; (ii) sell access to
embedded Content on another website, (iii) use the embedded Content for the
primary purpose of procuring advertising or subscription revenue, (iv) use the
embedded Content on a website that solely aggregates the embedded Content for
the purpose of generating advertising revenue therefrom, (v) use embedded
Content that SUM, in its sole discretion, determines to be competing with or
displacing the market for the Content, or (vi) embed the Content in a setting or
manner in which it may be associated with content or other material that (a) is
or may be considered unlawful, threatening, abusive, bigoted, hateful, libelous,
defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit
or indecent, (b) may constitute, advocate or encourage conduct that would
constitute or give rise to a criminal offense, civil liability or other
violation of any local, state, national or international law; (c) violates,
plagiarizes or infringes the rights of third parties including, without
limitation, copyright, trademark, patent, rights of privacy or publicity, or any
other proprietary right; (d) contains or may be associated with a computer virus
or other harmful component; (e) constitutes or contains false or misleading
indications of origin or statements of fact. SUM reserves the right to disable
your use of embedded Content at any time, in SUM's sole discretion.

10. Availability of Services

The availability of the Content, the Site and the Services may be affected or
impaired by a variety of factors, including game delays or cancellations,
application of blackout restrictions, technical problems or network delays,
program rescheduling or other reasons. You agree that SUM is not obligated to
provide you with any specific Content or access to the Site or the Services
under these Terms of Service.

11. Disclaimer of Warranties and Damages; Limitation of Liability

While we use reasonable efforts to include accurate and up to date information
in and Content on the Site and through the Services, we make no warranties or
representations as to its accuracy. We assume no liability or responsibility for
any errors or omissions in the Content of the Site or in the Services. We make
no representation that the Content contained in the Site or the Services are
appropriate or authorized for use in all countries, states, provinces, counties
or any other jurisdictions. If you choose to access the Site and/or the
Services, you do so of your own initiative and risk and are responsible for
compliance with all applicable laws.

THE CONTENT AND SERVICES (AND ANY OTHER PRODUCTS OR SERVICES PROVIDED AS A
RESULT OF YOUR SUBSCRIPTIONS OR USE OF THE SERVICES) ARE PROVIDED "AS IS" AND
WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR VENDORS DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES
AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS. NEITHER WE NOR OUR VENDORS WARRANT OR REPRESENT THAT THE INFORMATION
CONTAINED IN THE SITE OR SERVICES IS ACCURATE, COMPLETE, CORRECTLY SEQUENCED,
RELIABLE OR TIMELY, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR FREE
OF ERRORS AND/OR VIRUSES. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE
FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR
SERVICES OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS
ENTIRELY WITH YOU. YOU USE THE SITE AND SERVICES AT YOUR SOLE RISK.

UNDER NO CIRCUMSTANCES WILL WE, SUM, MEMBER CLUB OPERATORS, OUR VENDORS, NOR ANY
OF THEIR AFFILIATES BE LIABLE, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF
CONTRACT, TORT OR NEGLIGENCE, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR IN
CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERRORS, INACCURACIES, OMISSIONS,
DEFECTS, UNTIMELINESS, INTERRUPTION, DELETION, DELAY IN OPERATION OR
TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION
OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, OR UNAUTHENTICITY OF
ANY CONTENT IN THE SITE OR SERVICES, OR THE USE OR INABILITY TO USE THE SITE OR
SERVICES OR ANY CONTENT THEREIN. IN NO EVENT SHALL OUR OR OUR VENDOR'S AGGREGATE
LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE
SITE AND SERVICES EXCEED THE TOTAL CASH AMOUNT PAID BY YOU FOR ACCESSING THE
SITE AND SERVICES, IF ANY.

THE LIMITATIONS IN THIS SECTION 11 APPLY WHETHER THE ALLEGED LIABILITY IS BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY
LAW.

Your correspondence or business dealings with, or participation in promotions
of, advertisers and vendors found on or through the Site or Services, including
payment and delivery of related goods or services, and any other terms,
conditions, warranties or representations associated with such dealings, are
solely between you and such advertiser and/or vendor. You agree that we shall
not be responsible or liable for any loss or damage of any sort incurred as the
result of any such dealings or as the result of the presence of such advertisers
or vendors on the Site or in connection with the Site or Services. All of your
business dealings with vendors and advertisers appearing on or through the Site
or Services shall be at your sole risk.

To the maximum extent permitted by law, you permanently and irrevocably waive
the right to bring any claim unless you provide SUM with written notice of the
event or facts giving rise to the claim within one (1) year of their occurrence.
You understand and agree that any such claim noticed or brought after this time
period is time barred.

12. Notice

We may give notice to users of the Site or Services by means of a general notice
on the Site or Services, electronic mail to a user's email address if on record,
or by written communication sent by first class mail to a user's address if on
record. If your email service includes functionality or software that catalogues
your emails in an automated manner, it is your responsibility to ensure that
those emails we send to you reach your inbox, either by routinely monitoring
your bulk, junk and/or spam email folders or by adding us to your address book
or safe senders list. You may give notice to us (such notice shall be deemed
given when received) by any of the following means:

Electronic mail to: privacy@SUMworld.com

Letter delivered by first class postage prepaid mail or courier to Soccer United
Marketing at the following address:
Soccer United Marketing, LLC
420 Fifth Avenue, 7th Floor
New York, NY 10018
Attn: Legal Department

13. Notice and Procedure for Making Claims of Infringement

13.1 Copyright Infringement

Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code,
Section 512(c)(2) ("DMCA"), SUM has designated to the U.S. Copyright Office an
agent to receive notifications of claimed copyright infringement relating to the
Site (the "Designated Agent"). All such notifications relating to the Site must
be submitted in a manner consistent with the DMCA to the following Designated
Agent:

dmca@MLSsoccer.com

To be effective, the notification must be a written communication that includes
the following:

1.A physical or electronic signature of a person authorized to act on behalf of
the owner of an exclusive right that is allegedly infringed.

2. Identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works at a single online site are covered by a single
notification, a representative list of such works at that site.

 3. Identification of the material that is claimed to be infringing or to be the
    subject of infringing activity and that is to be removed or access to which
    is to be disabled, and information reasonably sufficient to permit the
    service provider to locate the material.

 4. Information reasonably sufficient to permit the service provider to contact
    the complaining party, such as an address, telephone number, and, if
    available, an electronic mail address at which the complaining party may be
    contacted.

 5. A statement that the complaining party has a good faith belief that use of
    the material in the manner complained of is not authorized by the copyright
    owner, its agent, or the law.

6. A statement that the information in the notification is accurate, and under
penalty of perjury, that the complaining party is authorized to act on behalf of
the owner of an exclusive right that is allegedly infringed.

If you receive a notice of infringement from us, you may file a counter
notification to our Designated Agent pursuant to the DMCA. To file a counter
notification, please contact our Designated Agent and include the following
information:

(A) Identification of the material that has been removed or to which access has
been disabled and the location at which the material appeared before it was
removed or access to it was disabled.

(B) Your name, mailing address, telephone number and email address,

(C) The following statement: “I swear, under penalty of perjury, that I have a
good-faith belief that the material was removed or disabled as a result of a
mistake or misidentification of the material to be removed or disabled.

(D) The following statement: “I consent to the jurisdiction of Federal District
Court for the judicial district in which my address is located (or if I am
located outside of the United States, the Southern District of New York).”

(E) The following statement: “I will accept service of process from the person
who provided notification under subsection (c)(1)(C) of the DMCA or an agent of
such person.”

(F) Your physical or electronic signature.

Upon receipt of valid counter notification, we will promptly provide the person
who provide the original infringement notification with a copy of your counter
notification and inform the person that we will replace the removed material or
cease disabling it within ten (10) business days unless we receive notice from
such a person that they have filed an action seeking a court order to restrain
you from engaging in infringing activity relating to the material.

We reserve the right to remove any posted submission that infringes the
copyright of any person under the laws of the United States upon receipt of a
notice that complies with the requirements of 17 U.S.C. § 512(c)(3). United
States law provides significant penalties for submitting such a statement
falsely.

We maintain a policy that provides for the termination in appropriate
circumstances of the Site use privileges of users who are repeat infringers of
intellectual property rights.

13.2 Trademark Infringement

SUM respects the intellectual property rights of others and takes intellectual
property concerns seriously. SUM reserves the right to remove any content from
its Services for any reason, including if it infringes the trademark rights of
any person under the laws of the United States. Under the appropriate
circumstances, SUM will, and expressly reserves the right to, disable or
terminate the accounts of users who are repeat trademark infringers.

If you believe in good faith that any content on the Services violates or
infringes your trademark rights, please submit a Notice of Trademark
Infringement to SUM's Designated Agent (with the subject line "Trademark
Notice") containing the information set forth below:

(1) Complete contact information, including first and last name, mailing
address, phone number, and email address.

(2) Identification of the specific word, name, symbol, or device, or combination
thereof in which you claim trademark rights.

(3) Identification of the basis for your claim of trademark rights (e.g.,
federal registration, state registration), including the registration number or
a copy of the registration certificate, if applicable.

(4) The country, territory, or jurisdiction in which you claim trademark rights.

(5) The category of goods or services for which you claim you are entitled to
trademark rights.

(6) A hyperlink, screenshot, or other information reasonably sufficient to
permit us to locate the material on the Services that you believe violates your
trademark rights.

(7) An explanation of how you believe this content infringes your trademark.

(8) If you are not the owner of the trademark, an explanation of your
relationship to the owner (e.g., attorney, authorized agent).

(9) A declaration that:

(A) You have a good faith belief that use of the trademark described above, in
the manner you have complained of, is not authorized by the trademark owner, its
agent, or the law;

(B) The information in your notice is accurate to the best of your knowledge and
belief;

(C) You are the owner of the trademark allegedly infringed, or are authorized to
act on behalf of the owner of that trademark; and

(D) Your electronic signature or physical signature.

Claims of trademark infringement that include the above-required information
should be submitted via postal mail to SUM's Designated Agent as follows:

dmca@MLSsoccer.com

If you receive a notice of infringement from us, you may file a counter
notification to our Designated Agent pursuant to the DMCA. To file a counter
notification, please contact our Designated Agent and include the following
information:

(A) Identification of the material that has been removed or to which access has
been disabled and the location at which the material appeared before it was
removed or access to it was disabled.

(B) Your name, mailing address, telephone number and email address,

(C) The following statement: “I swear, under penalty of perjury, that I have a
good-faith belief that the material was removed or disabled as a result of a
mistake or misidentification of the material to be removed or disabled.

(D) The following statement: “I consent to the jurisdiction of Federal District
Court for the judicial district in which my address is located (or if I am
located outside of the United States, the Southern District of New York).”

(E) The following statement: “I will accept service of process from the person
who provided notification under subsection (c)(1)(C) of the DMCA or an agent of
such person.”

(F) Your physical or electronic signature.

Upon receipt of valid counter notification, we will promptly provide the person
who sent the original infringement notification with a copy of your counter
notification and inform the person that we will replace the removed material or
disable it within ten (10) business days unless we receive notice from such a
person that they have filed an action seeking a court order to restrain you from
engaging in infringing activity relating to the material.

Agent for Notices of Infringement Only: The foregoing information is provided
exclusively for notifying SUM that your trademark may have been infringed. Only
notices of trademark infringement will receive a response through this process.
Notices of infringement that do not contain all the required information (as
described above) may not receive a response.

IMPORTANT NOTE

Please be aware that submitting a report of intellectual property infringement
is a serious matter with potential legal consequences. For example,
intentionally submitting a misleading or fraudulent report with respect to
copyright infringement may lead to liability for damages under 17 U.S.C. §
512(f), or similar laws in other countries.

Before submitting a notice of infringement, be sure to consider whether fair use
or a similar exception to copyright or trademark law may apply to the use. If
you are unsure whether the content you are considering reporting infringes your
rights, you may wish to seek legal guidance before submitting a notice of
infringement.

Do not submit a notice of infringement unless you are the owner of the
copyrighted material or trademark that you believe is being infringed, or an
agent authorized to act on the owner's behalf.

14. Indemnification

You hereby agree to indemnify and hold SUM, MLS, each MLS member club operator,
Liga MX, any of the Liga MX member club operators, Federacion Mexicana de
Futbol, CONCACAF, and each of the foregoing entities’ respective operators,
affiliates, subsidiaries, vendors, partners, members, managers, owners,
directors, officers, employees, agents, shareholders, governors and
representatives harmless from any and all claims, demands, liabilities, damages
and expenses and other losses (including attorneys' fees and court costs)
arising out of or relating to: (i) your use of the Site, including, without
limitation, use of any Message Feature, Service, or the SUM Store; and/or (ii)
any breach or alleged breach of these Terms of Service by you. You shall not
settle any such claim without the prior written consent of SUM. We reserve the
right to defend any such claims and, for clarity, you agree to reimburse us for
all liabilities, fines, costs and expenses associated with defending against and
resolving any such claims. These obligations will survive any termination of
these Terms of Service.

15. Mobile Devices

15.1 Application Venue

If you use an application on your mobile device including but not limited to
iPhone, iPad, Android phones and tablets, or Microsoft Windows mobile devices
(each a “Mobile Device”) to access or use the Site or Services, you agree to the
following terms and conditions to the extent they apply thereto (such Services
accessed via mobile devices referred to herein as the "Licensed
Application(s)"):

a. You acknowledge that these terms are between you and us only, and not with
Apple, Google or Microsoft or any other store/venue, as applicable, where the
application is available (“Application Venue”) and that Application Venue is not
responsible for the Licensed Application(s) or the content thereof.

b. The license granted to you for the Licensed Application(s) is a limited
non-transferable license to use the Licensed Application(s) on any Mobile Device
that you own or control and as permitted by the Usage Rules set forth in the
Application Venue Terms of Service (as applicable).

c. Application Venue, including Apple, Inc., Google or Microsoft, is not
responsible for any maintenance, support, intellectual property, product
warranty or product claims, whether express or implied by law, for the Licensed
Application(s). You acknowledge that Application Venue has no obligation
whatsoever to furnish any maintenance and support services with respect to any
third-party licensed Product.

d. In the event of any failure of the Licensed Application(s) to conform to any
applicable warranty, you may notify Application Venue and Application Venue will
refund the purchase price (if any) for the Licensed Application(s) to you; and,
to the maximum extent permitted by applicable law, Application Venue will have
no other warranty obligation whatsoever with respect to the Licensed
Application(s).

e. You acknowledge that Application Venue is not responsible for addressing any
claims of yours or any third party relating to the Licensed Application(s) or
your possession and/or use of that Licensed Application(s), including, but not
limited to: (i) product liability claims; (ii) any claim that the Licensed
Application(s) fails to conform to any applicable legal or regulatory
requirement; and (iii) claims arising under consumer protection or similar
legislation.

f. You acknowledge that, in the event of any third party claim that the Licensed
Application(s) or your possession and use of that Licensed Application(s)
infringes that third party's intellectual property rights, Application Venue is
in no way responsible for the investigation, defense, settlement and discharge
of any such intellectual property infringement claim.

g. Without limiting any other terms of these Terms of Service, you must comply
with all applicable Application Venue terms of use when using the Licensed
Application(s).

h. You acknowledge and agree that Application Venue, and Application Venue's
subsidiaries, are third party beneficiaries of these Terms of Service, and that,
upon Your acceptance of the terms and conditions of such license, Application
Venue will have the right (and will be deemed to have accepted the right) to
enforce such license against you as a third party beneficiary thereof.

15.2 Mobile Service

a. Mobile Service. The Services may include mobile entertainment content,
alerts, and/or text messages transmitted through SMS, MMS, WAP, BREW and other
means of mobile content delivery to certain compatible mobile devices (together,
the “Mobile Service”). You acknowledge and agree that the Mobile Service is for
your personal use and may be used only on your personal Mobile Device. To the
extent the Mobile Service requires designation of your Mobile Device during a
registration or other process, the Mobile Service may only be used on the
designated Mobile Device. You agree that you may not otherwise transmit,
broadcast, upload to any computer or other mobile device, create derivative
works of, or make commercial use of the Mobile Service, including, but not
limited to, any mobile alert (a “Mobile Alert”). You may not, or attempt to (or
otherwise authorize, encourage, or support others’ attempts to) circumvent,
re-engineer, decrypt, break, or otherwise alter or interfere with the Mobile
Service, including, but not limited to, any Mobile Alert. We make no
representation as to the compatibility of your Mobile Device with the Mobile
Service, and you acknowledge and agree that we shall have no liability for the
compatibility or non-compatibility of your Mobile Device with the Mobile
Service. For clarity, the Mobile Service constitutes part of the Services and is
therefore subject to the other provisions of these Terms of Service. In
addition, on Services pages where the Mobile Service (including any Mobile
Alert) is offered, the operator of such service may post additional terms (e.g.,
regarding additional fees) that apply to your use of the Mobile Service, and
your use shall also be subject to those additional terms.

b. Access to the Mobile Service. In order to use the Mobile Service, you must
have a mobile communications subscription with a participating wireless service
provider (a “Carrier”), or otherwise have access to a mobile communications
network for which we make the Mobile Service available, as well as any Carrier
services necessary to download content to your Mobile Device. There may be
service fees associated with certain Carrier services necessary to download
content. Please contact your participating Carrier for details. In addition, you
are responsible for ensuring that your equipment and/or software do not disturb
or interfere with the operator’s operations. Any equipment or software causing
interference with the operator’s operations and/or the Mobile Service shall be
subject to immediate disconnection from the Mobile Service by the operator. If
any upgrade in or to the Mobile Service requires changes in your equipment or
software, you must effect these changes at your own expense.

c. Your Electronic Agreement to Receive Text Messages; E-Sign Disclosure. When
you agree to receive text messages, you also consent to the use of an electronic
record to document your agreement. To view and retain a copy of this disclosure
or any information regarding your enrollment in this program, you will need (i)
a device (such as a computer or mobile phone) with a web browser and Internet
access and (ii) either a printer or storage space on such device.

d. Who Can Receive Text Messages? By signing up to receive texts, you represent
that you are 13 years of age or older and, if you are under the age of 18, you
either are an emancipated minor or have obtained the legal consent of your
parent, legal guardian, or account holder to sign up for text messages and to
fulfill the obligations and agree to the terms set forth in these Terms of
Service, which form a binding agreement between you and us. You further
represent that you are the subscriber of the cellular service at the mobile
number provided or that you are authorized by the subscriber to sign-up for
texts. You are responsible for notifying the operator immediately if you change
your mobile number. You agree to indemnify the operator in full in connection
with any third-party claims related to or caused by your failure to immediately
notify the operator if you change your mobile number.

e. Cancellation of Text Messages. To stop receiving text messages from a
specific operator text message program, simply text “STOP” to the short code
provided in the text messages that you no longer wish to receive. After doing
so, you will receive confirmation of your opt-out via text message. If you have
signed up for more than one operator text message program, you will need to text
“STOP” to the short code provided for each program from which you no longer wish
to receive text messages. You understand and agree that texting “STOP” does not
constitute a “do not call” request. You understand and agree that terms other
than “STOP” may not be recognized as a cancellation request and the operator
bears no responsibility for not processing an opt-out that uses a term other
than “STOP.”

f. What If I Want More Information? To request more information, try texting
“HELP” to the short code provided in the operator text message program about
which you have questions or contact us at privacy@SUMworld.com or 212-450-1200.

g. How Many Text Messages Will I Receive? The number of text messages you
receive from an operator text message program may vary significantly, depending
in part on the specific text message program for which you sign up. Details
regarding the type and frequency (or recurring nature) of text messages are
included in the description of each operator text message program. To the
maximum extent permitted by applicable law, you and the operator agree that text
messages may be sent between you and the operator at any time of day.

h. Who Are the Participating Carriers? Content is not available through all
Carriers and Carrier participation could change. Consult with your Carrier to
see if it participates in a particular text message program. The content is not
compatible with all mobile phone models. The operator will not be liable for any
delays in the receipt of any text messages or changes to participating Carriers,
as delivery is subject to effective transmission from your Carrier with active
participation at that time.

i. How Are the Text Messages Sent? The operator and/or its vendor may use
automated or non-automated technology to send the text messages described above
to the mobile phone number you provide when you request to receive the text
messages. Consent is not a condition of the purchase of any goods or services.

16. Termination of Service

We may, in our sole discretion, change, suspend or discontinue any aspect of the
Site, including the Services (subject to a refund to which you may be entitled),
at any time with or without notice and with or without cause, including the
availability of any Site or Service feature, database, or content. We may also
cancel your registration password, or impose limits on certain features or
services or restrict your access to parts of the Site, or the entire Site, or
any or all of the Services with or without notice, and without liability, at any
time, in our exclusive discretion, without prejudice to any legal or equitable
remedies available to us, for any reason or purpose, including, but not limited
to, conduct that we believe violates these Terms of Service or other policies or
guidelines posted on the Site or conduct which we believe is harmful to other
customers, to our respective businesses, or to other information providers. Upon
any termination of these Terms of Service, you shall immediately discontinue
your use of the Site and the Services and destroy all materials obtained
therefrom. The provisions of these Terms of Service will survive the termination
of your access to the Site and/or Services.

17. Software

The Services, the software and other materials downloaded from this Site may
also be subject to United States Export Control. The United States Export
Control laws prohibit the export of certain technical data and software to
certain territories. No software from this Site (including, without limitation
any Licensed Application or other Services) may be downloaded or exported (i)
into (or to a national or resident of) Afghanistan, Belarus, Myanmar (Burma),
Russia, Ukraine (including the embargoed regions of Crimea and the so-called
Donetsk People’s Republic and Luhansk People’s Republic), or Venezuela, or the
embargoed countries of Cuba, Iran, North Korea, or Syria, or any other country
to which the United States has embargoed goods or has been designated by the
United States as a "terrorist supporting" country; or (ii) anyone on the United
States Treasury Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Deny Orders. We do not authorize the use of the
Services or the downloading or exportation of any software or technical data
from this Site to any jurisdiction prohibited by the United States Export Laws.

18. Dispute Resolution (including Arbitration Agreement; Class Action Waiver;
Jury Trial Waiver)

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES
FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION. ARBITRATION IS
MORE INFORMAL THAN A LAWSUIT IN COURT, USES A NEUTRAL ARBITRATOR INSTEAD OF A
JUDGE OR JURY, AND DISCOVERY IS MORE LIMITED. ARBITRATION IS FINAL AND BINDING
AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. THIS SECTION ALSO CONTAINS A
JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS,
COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION IN
ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

You acknowledge and agree that any violation of these Terms of Service relating
to the disclosure, use, copying, distribution, display, or publishing of the
information and/or content on the Services and/or its associated services and/or
offerings may result in irreparable injury and damage to SUM that may not be
adequately compensable in money damages, and for which SUM will have no adequate
remedy at law. You, therefore, consent and agree that SUM may obtain
injunctions, orders, or other equitable relief as may be reasonably necessary to
ensure compliance with these Terms of Service. You waive any requirement of the
posting of a bond that may apply for issuance of any injunctions, orders, or
other equitable relief.

The Dispute Resolution (including Arbitration Agreement; Class Action Waiver;
Jury Trial Waiver) section will survive any termination of these Terms of
Service.

18.1 Arbitration Agreement

a. Binding Arbitration. This provision is intended to be interpreted broadly.
Any dispute or claim arising out of or relating to these Terms of Service, your
use of the Site and/or the Services, the Privacy Policy, or your relationship
with MLS or any past, present, or future claims, whether based in contract,
tort, statute, fraud, misrepresentation, or any other legal theory (“Dispute”),
will be resolved through binding individual arbitration, except that either of
us may take a Dispute to small claims court so long as it is not removed or
appealed to a court of general jurisdiction. Any disagreement as to whether a
Dispute is within the jurisdictional limits of small claims court is for a court
to decide and any arbitration shall be stayed. Dispute shall include, but not be
limited to: (i) any dispute or claim that arose before the existence of these or
any prior Terms of Service (including, but not limited to, claims relating to
advertising); (ii) any dispute or claim that is currently the subject of
purported class action litigation in which you are not a member of a certified
class; and (iii) any dispute or claim that may arise after termination of these
Terms of Service. Dispute, however, does not include disagreements or claims
concerning patents, copyrights, trademarks, and trade secrets and claims of
piracy or unauthorized use of intellectual property. The arbitrator shall decide
all issues except the following (which are for a court of competent jurisdiction
to decide): (i) issues that are reserved for a court in these Terms of Service;
(ii) issues that relate to the scope, validity, and enforceability of the
arbitration agreement, class action waiver, or any of the provisions of this
Dispute Resolution section; and (iii) issues that relate to the arbitrability of
any Dispute. These Terms of Service and this arbitration agreement do not
prevent you from bringing a Dispute to the attention of any government agency.
You or MLS may seek any interim or preliminary relief from a court of competent
jurisdiction necessary to protect rights or property pending the completion of
arbitration. You and we agree that these Terms of Service evidence a transaction
in interstate commerce and that this arbitration agreement will be interpreted
and enforced in accordance with the Federal Arbitration Act at 9 U.S.C. Section
1, et seq and federal arbitration law, not state arbitration law.

b. Mandatory Informal Dispute Resolution Process. You and we agree to work
together in an effort to informally resolve any Dispute between us. The party
initiating the Dispute must send the other a written notice of the Dispute that
includes all of this information: (i) information sufficient to identify any
transaction, activity, and account at issue; (ii) contact information (including
name, address, telephone number, and email address); and (iii) a detailed
description of the nature and basis of the Dispute (including the date of any
transaction or activity at issue) and the relief sought, including a calculation
for it. The notice must be personally signed by the party initiating the Dispute
(and their counsel, if represented). If you have the Dispute with us, you must
send this notice via email to legalnotices@MLSSoccer.com. If we have a Dispute
with you, we will send this notice to the most recent contact information we
have for you. For a period of 60 days from receipt of a completed notice (which
can be extended by agreement of the parties), you and we agree to negotiate in
good faith in an effort to informally resolve the Dispute. The party receiving
the notice may request a telephone settlement conference to aid in the
resolution of the Dispute. If such a conference is requested, you and a MLS
representative will personally attend (with counsel, if represented). The
conference will be scheduled for a mutually convenient time, which may be
outside of the 60-day period. Completion of this Mandatory Informal Dispute
Resolution Process (“Process”) is a condition precedent to initiating a claim in
arbitration. If the sufficiency of a notice or compliance with this Process is
at issue, such issue may be raised with and decided by a court of competent
jurisdiction at either party’s election, and any arbitration shall be stayed.
The court shall have the authority to enforce this condition precedent to
arbitration, which includes the power to enjoin the filing or prosecution of
arbitrations. Nothing in this paragraph limits the right of a party to seek
damages for non-compliance with this Process in arbitration. All applicable
limitations periods (including statutes of limitations) will be tolled from the
date of receipt of a completed notice through the conclusion of this Process.
You or we may commence arbitration if the Dispute is not resolved through this
Process.

c. Arbitration Procedures. The arbitration shall be administered by National
Arbitration and Mediation (“NAM”) and heard by a single, neutral arbitrator.
Except as modified by these Terms of Service, NAM shall administer the
arbitration in accordance with their rules applicable to the nature of the
Dispute, including the Comprehensive Dispute Resolution Rules and Procedures
and/or the Supplemental Rules for Mass Arbitration Filings, as applicable (“NAM
Rules”). The NAM Rules and fee information are available at “www.namadr.com.” If
NAM is unable or unwilling to administer the arbitration consistent with these
Terms of Service, the parties shall agree on an alternate administrator that
will do so. If the parties cannot agree, they shall petition a court of
competent jurisdiction to appoint an alternate administrator that will do so.

The party seeking to initiate arbitration must provide the other party with the
demand for arbitration as specified in the NAM Rules and this Section 18. You
may obtain a form to initiate arbitration at
“https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf”
or by contacting NAM. If you are initiating arbitration, you shall serve the
demand on MLS via email at legalnotices@MLSSoccer.com. If MLS is initiating
arbitration, MLS shall serve the arbitration demand via email at the contact
information MLS has on file for you.

An arbitration demand must be accompanied by a certification of compliance with
the Process and be personally signed by the party initiating arbitration (and
counsel, if represented). By submitting an arbitration demand, the party and
counsel represent that, as in court, that they are complying with the
requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is
authorized to impose any sanctions available under Federal Rule of Civil
Procedure 11 on represented parties and their counsel. You may choose to have
the arbitration conducted by a phone, video, or in-person hearing, or through
written submissions, except any Dispute seeking $25,000 or more, or injunctive
relief, shall have an in-person or video hearing unless the parties agree
otherwise. You and we reserve the right to request a hearing in any matter from
the arbitrator. You and a MLS representative will personally appear at any
hearing (with counsel, if represented). Any in-person hearing will be held in
the county or parish in which you reside or at another mutually agreed location.
An arbitrator may award on an individual basis any relief that would be
available in a court, including injunctive or declaratory relief only in favor
of the individual party seeking relief and only to the extent necessary to
provide relief warranted by that party’s individual claim. To the fullest extent
allowable by applicable law, you and we agree that each may bring claims against
the other only in your or our individual capacity and not as a plaintiff or
class member in any purported class, collective, consolidated, private attorney
general, or representative proceeding. Further, unless both you and we agree
otherwise, an arbitrator may not consolidate more than one person’s claims and
may not otherwise preside over any form of class, collective, consolidated,
private attorney general, or representative proceeding. An arbitrator will apply
these Terms of Service as a court would. If, after exhaustion of all appeals,
any of these prohibitions on non-individualized injunctive or declaratory relief
and class, collective, consolidated, private attorney general, or representative
proceedings are found to be unenforceable with respect to a particular claim or
request for relief (such as a request for public injunctive relief), then such a
claim or request for relief will be decided by a court of competent
jurisdiction, after all other claims and requests for relief are arbitrated.

The arbitrator shall issue a reasoned written decision sufficient to explain
essential findings and conclusions. The arbitrator shall apply the cost-shifting
provisions of Federal Rule of Civil Procedure 68 after entry of an award.
Judgment on any arbitration award may be entered in any court of competent
jurisdiction, except an award that has been satisfied may not be entered. An
award shall have no preclusive effect in any other arbitration or proceeding in
which you are not a named party.

d. Costs of Arbitration. Payment of arbitration fees will be governed by the NAM
Rules and fee schedule. You and we agree that the parties have a shared interest
in reducing the costs and increasing the efficiencies associated with
arbitration. You and we therefore agree that the parties (and counsel, if
represented) will work together in good faith to ensure that arbitration remains
cost-effective for all parties.

e. Additional Procedures for Mass Filings. You and we agree that these
Additional Procedures for Mass Filings (in addition to the other provisions of
this arbitration agreement) shall apply if you choose to participate in a Mass
Filing. If 25 or more similar Disputes (including yours) are asserted against
MLS by the same or coordinated counsel or are otherwise coordinated (“Mass
Filing”), you understand and agree that the resolution of your Dispute might be
delayed and ultimately proceed in court. The parties agree that as part of these
procedures, their counsel shall meet and confer in good faith in an effort to
resolve the Disputes, streamline procedures, address the exchange of
information, modify the number of Disputes to be adjudicated, and conserve the
parties’ and NAM’s resources.

If your claim is part of a Mass Filing, any applicable limitations periods
(including statutes of limitations) shall be tolled for your Dispute from the
time that your Dispute is first submitted to NAM until your Dispute is selected
to proceed as part of a staged process or is settled, withdrawn, otherwise
resolved, or opted out of arbitration pursuant to this provision.

STAGE ONE: If at least 50 Disputes are submitted as part of the Mass Filing,
counsel for the claimants and counsel for MLS shall each select 25 Disputes to
be filed and to proceed as cases in individual arbitrations as part of this
initial staged process. The number of Disputes to be selected to proceed in
Stage One can be increased by agreement of counsel for the parties (and if there
are fewer than 50 Disputes, all shall proceed individually in Stage One). Each
of the 50 (or fewer) cases shall be assigned to a different arbitrator and
proceed individually. If a case is withdrawn before the issuance of an
arbitration award, another claim shall be selected to proceed as part of Stage
One. The remaining Disputes shall not be filed or deemed filed in arbitration in
connection with those claims. After this initial set of proceedings, counsel for
the parties shall participate in a global mediation session with a retired
federal or state court judge jointly selected by counsel in an effort to resolve
the remaining Disputes (as informed by the adjudications of cases in Stage One),
and MLS shall pay the mediator’s fee.

STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of
Stage One, counsel for the claimants and counsel for MLS shall each select 50
Disputes per side to be filed and to proceed as cases in individual arbitrations
as part of a second staged process. The number of Disputes to be selected to
proceed as part of this second staged process can be increased by agreement of
counsel for the parties (and if there are fewer than 100 Disputes, all shall
proceed individually in Stage Two). No more than three cases may be assigned to
a single arbitrator to proceed individually. If a case is withdrawn before the
issuance of an arbitration award, another claim shall be selected to proceed as
part of Stage Two. The remaining Disputes shall not be filed or deemed filed in
arbitration. After this second set of staged proceedings, the parties shall
engage in a global mediation session of all remaining Disputes with a retired
federal or state court judge jointly selected by counsel in an effort to resolve
the remaining Disputes (as informed by the adjudications of cases in Stages One
and Two), and MLS shall pay the mediator’s fee.

Upon the completion of the mediation set forth in Stage Two, each remaining
Dispute (if any) that is not settled or not withdrawn shall be immediately opted
out of arbitration and may proceed in a court of competent jurisdiction
consistent with the remainder of the Terms of Service. Notwithstanding the
foregoing, counsel for the parties may mutually agree in writing to proceed with
the adjudication of some or all of the remaining Disputes in individual
arbitrations consistent with the process set forth in Stage Two (except Disputes
shall be randomly selected and mediation shall be elective by agreement of
counsel) or through another mutually-agreeable process. A court of competent
jurisdiction shall have the authority to enforce the Additional Procedures for
Mass Filings, including the power to enjoin the filing or prosecution of
arbitrations.

You and MLS agree that we each value the integrity and efficiency of arbitration
and wish to employ the process for the fair resolution of genuine and sincere
disputes between us. You and MLS acknowledge and agree to act in good faith to
ensure the processes set forth herein are followed. The parties further agree
that application of these Additional Procedures for Mass Filings has been
reasonably designed to result in an efficient and fair adjudication of Disputes.

The Additional Procedures for Mass Filings provision and each of its
requirements are essential parts of this arbitration agreement. If, after
exhaustion of all appeals, a court of competent jurisdiction decides that the
Additional Procedures for Multiple Case Filings apply to your Dispute and are
not enforceable, then your Dispute shall not proceed in arbitration and shall
only proceed in a court of competent jurisdiction consistent with the remainder
of the Terms of Service.

f. Future Changes to Arbitration Agreement. If we make any future changes to
this arbitration agreement (other than a change to our contact information), you
may reject any such change by sending your personally signed, written notice to:
privacy@SUMworld.com within 30 days of the change. Such written notice does not
constitute an opt out of arbitration altogether. By rejecting any future change,
you are agreeing that you will arbitrate any Dispute between you and MLS in
accordance with this version of the arbitration agreement.

18.2 Class Action Waiver and Jury Trial Waiver

a. YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN
COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS,
COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION.
YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION
IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
NOTWITHSTANDING THE FOREGOING, YOU AND WE RETAIN THE RIGHT TO PARTICIPATE IN A
CLASS-WIDE SETTLEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU
AND WE WAIVE THE RIGHT TO A JURY TRIAL. THIS CLASS ACTION AND JURY TRIAL WAIVER
WILL SURVIVE ANY TERMINATION OF THESE TERMS OF SERVICE.

19. Governing Law and Jurisdiction

These Terms of Service and your access and use of the Site and/or Services shall
be governed by and construed in accordance with the laws of the State of New
York, excluding its conflict of law rules. By accessing and using the Site
and/or Services, you waive any claims that may arise under the laws of other
states, countries, territories, or jurisdictions. If any claim is determined not
to be subject to arbitration, the exclusive jurisdiction and venue for
proceedings concerning such claim, as well as for any action challenging the
enforceability of these Terms of Service in whole or in part, shall be the
federal or state courts of competent jurisdiction sitting within New York
County, New York (the "Forum") and the parties hereby waive any argument that
the Forum or any court within it does not have personal jurisdiction and any
argument that the Forum is not appropriate or convenient. This Governing Law and
Jurisdiction section will survive any termination of these Terms of Service.

20. Notice to California Consumers

Under California Civil Code Section 1789.3, California users of the Services are
entitled to the following specific consumer rights notice: The Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs may be contacted in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

21. Miscellaneous

These Terms of Service constitute the entire agreement between the parties, and
supersede all prior and contemporaneous written or oral agreements, proposals or
communications with respect to the subject matter herein between you and us. We
in our sole discretion may amend these Terms of Service, and your use of the
Site or Services after such amendment is posted on the Site will constitute
acceptance of it by you. The section headings in these Terms of Service are for
convenience only and must not be given any legal import. Except as otherwise
specifically provided herein (e.g., the Additional Procedures for Mass Filings
in Section 18), if any provision of these Terms of Service is held by a court of
competent jurisdiction to be unlawful, void, invalid or unenforceable, the
remaining provisions shall remain in full force and effect. SUM's failure to
enforce any provisions of these Terms of Service or respond to a breach by you
or another user shall not serve to waive SUM's right enforce subsequently any
terms or conditions of these Terms of Service or to act with respect to similar
breaches.



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