2009 World Men's Fastpitch Championship

Webcasting Terms of Service Agreement

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY.

The Saskatoon Amateur Softball Association (SASA) is hosting the 2009 ISF World Men’s Softball Championship from July 17th to July 26th, 2009 (the “Championship”). As part of the Championship, SASA is pleased to be making all of the games at Bob Van Impe Stadium in Saskatoon, Saskatchewan available to the public through webcasting (“Webcasts”), subject to the terms and conditions contained in this Terms of Service Agreement (the “Agreement”).

BY USING THE SASA 2009 ISF WEBCAST SUBSCRIPTION SERVICE, OR BY CHECKING THE “I AGREE” BOX LOCATED ON THE ONLINE ORDER FORM, YOU AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT WITHOUT LIMITATION OR QUALIFICATION.

The SASA Webcast Subscription Service website www.2009worldmensfastpitch.com (the "Site"), and the webcast access (the "Services") offered through the Site, are produced and made available by SASA. All of the matches in the Championship are being delivered through the Site as Webcasts.

Webcast Services Provided

To access the Service, you must complete an order form (the “Order”).

The Site provides a service that enables website visitors to view a Live Webcast or Archived Webcast. All games will be archived until July 31, 2009 and may be accessed by purchasing the services.

Fees and Payment Processing

The current order fees (the "Charges") applicable to the Services are as follows:

Tournament Pass – all matches – $59.95 ($Can)

Championship Weekend Pass – $34.95 ($Can)

The Charges applicable for the Services together with all applicable taxes, including Canadian federal GST for all subscribers (including non-residents as required by the Canada Revenue Agency) will be billed automatically to the credit card (the "Account Credit Card") you designated during the Order process. You warrant that you are the cardholder of the Account Credit Card and the relevant information required for processing charges is valid at all times. Except as provided below, the Charges will be processed and the Account Credit Card will be charged no later than five (5) days subsequent to delivery of the Service. You agree to pay all Charges incurred in connection with your use of the Service through your Order, including any applicable taxes, at the rates in effect when the said Charges were incurred. Except as provided herein, all Charges are not subject to refund. The Charges expressly exclude any applicable fees or charges incurred to access, or to receive alerts or other information from the Site or any of the Services, through an Internet, wireless or other third party service provider.

Refund Policy

Refunds will only be allowed if a purchaser of Services notifies SASA of the purchaser’s request to cancel the Services no less than eight (8) hours prior to the commencement of the Championship. Notification must be received by SASA through it website prior to the commencement of the Championship and the purchase must not access the Championship through the website. Other than this, no refunds will be allowed for any reason whatsoever.

Termination of Services

SASA reserves the right to terminate your Order and your access to the Site and Services at any time and for any reason, including without limitation, if the Account Credit Card is invalid for any reason, if SASA does not receive payment, or where SASA has determined, in its sole discretion, that use of the Services by you is, or was in breach of this Agreement. The disclaimer, limitations on liability, and indemnity provisions shall survive termination or expiry of your order and this Agreement.

DISCLAIMER AND LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND, AGREE AND COVENANT THAT EACH OF SASA, ITS AGENTS, REPRESENTATIVES AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY THE "SASA GROUP") DO NOT MAKE ANY, AND HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FURTHER, THE SASA GROUP DOES NOT WARRANT THAT THE SITE, THE SERVICES OR THE CONTENT WILL CONTINUE TO OPERATE OR OTHERWISE OPERATE WITHOUT INTERRUPTION OR OTHERWISE IN A TIMELY, SECURE OR ERROR-FREE MANNER OR THAT SAME WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

YOU EXPRESSLY UNDERSTAND, AGREE, AND COVENANT THAT IN NO EVENT SHALL SASA (INCLUDING EACH OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE (JOINTLY OR SEVERALLY) FOR ANY CLAIM, LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOSS OF INFORMATION OR DATA, PROFITS, SAVINGS, REVENUE, GOODWILL OR OTHER INTANGIBLE LOSSES ARISING FROM, OR IN ANY WAY CONNECTED WITH THE SITE, THE SERVICES OR ANY OF THE CONTENT (INCLUDING THE PERFORMANCE, USE OF, OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS SAME), REGARDLESS OF WHETHER THE SASA GROUP HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH CLAIM, DAMAGE OR LOSS. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS HEREIN SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, BREACH OF WARRANTY, CIVIL LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SASA'S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT PAID TO SASA BY YOU FOR THE WEBCAST.

CERTAIN SERVICES ARE PROVIDED THROUGH NETWORKS AND FACILITIES, INCLUDING THE PUBLIC TELEPHONE NETWORK, THAT ARE NOT UNDER THE CONTROL OF SASA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL SASA GROUP BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF THE SITE, SERVICES OR CONTENT RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS AND ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS.

You acknowledge and agree that the Services may be temporarily unavailable as a result of disruptions as described above. While SASA makes every reasonable effort to minimize such downtime, SASA cannot guarantee the 100% availability of the Services. Accordingly, if you are dissatisfied with the Services for any reason, your sole and exclusive remedy is to discontinue use of the Services in accordance with this Agreement. You expressly acknowledge that SASA has set the Charges for the Services, entered into this Agreement, and has and will make the Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and SASA. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this Agreement.

Information Technology and Security of Webcast

For the purpose of this Agreement, “Virus” means any computer code that manifests contaminating or destructive properties, including without limitation source code, object code, or any other form of digital data..

SASA makes reasonable efforts to ensure that the Services made available on the Site do not contain Viruses and other destructive elements, but will fully rely on the disclaimers and limitations of liability contained in this Agreement with respect to any computer software, hardware, network or technological security issues. You acknowledge, agree, and covenant that, prior to your use of any of the Services, it is solely your responsibility to (a) take all protective measures to guard against Viruses and other destructive elements (including the use of industry standard and updated Virus scanning tools); and (b) ensure that you have a complete, current and secure back-up of the applicable items of information and software on your computer or other electronic device used to access the Site and Services.

Indemnity

You agree to defend, indemnify and hold harmless each of SASA, its affiliates, licensors, co-branders and other partners, and each of their respective officers, directors, employees and agents, including all third parties mentioned on the Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: (a) your breach this Agreement; (b) your access to or use of the Site or Services; (c) your use or reliance on, or publication, communication or distribution of anything on or from the Site; or (d) your violation of any law or regulation.

Proprietary Rights and Permitted Uses

For the purposes of this section, “Intellectual Property Rights” means any and all legal protection recognized by the law (whether by statute, common law or otherwise) in respect of the Services and the Webcasts, including trade secret and confidential information protection, patents, copyright and copyright registration, industrial design registration and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto, whether registered or recognized at common law without registration.

SASA is the owner or licensee of all webcasts offered as part of the services, and all domestic, foreign, and international Intellectual Property Rights therein. Your use of the Services does not grant you any right, title, or interest in or to the Services or the Intellectual Property Rights therein, save for the right to view the Championship games pursuant to the Order you have made under this Agreement.

You understand, agree, and covenant that you are expressly prohibited from reproducing, retransmitting, broadcasting, webcasting (except for personal non-commercial use), displaying in public, or acting in any other manner that would infringe the Intellectual Property Rights of SASA or any third party in or to the Services. For greater certainty, but without limiting the generality of the foregoing, you must not reproduce, prepare derivative works based upon, distribute, perform or display the Webcasts without first obtaining the written permission of SASA, except for streaming one copy of the Webcast on any single computer for your personal, non-commercial home use. The Webcast must not be used in any unauthorized manner. You agree to comply with all applicable laws with respect to your use of the Webcasts. SASA reserves the right to investigate any violations of law and will cooperate with law enforcement authorities in prosecuting users in this regard.

Jurisdiction

The Site and Services are controlled, operated and administered by SASA from its offices within Canada. This Agreement shall be construed, interpreted, and enforced, and its validity and enforceability determined, strictly in accordance with the laws of the Province of Saskatchewan without applying its conflicts of laws principles.

You and SASA agree to attorn fully to the jurisdiction of the Province of Saskatchewan and the courts of that province for any and all disputes arising under this Agreement.

Privacy

SASA agrees not to use or disclose your name to any person for any purpose unrelated to this Agreement or except as may be required by law. In particular, SASA agrees not to sell or provide a list of names of purchasers of the Services to any third parties for any reasons other than related to the provision of Services under this Agreement.

Miscellaneous

This Agreement constitutes the entire agreement between SASA and you pertaining to your use of the Services and supersedes any prior agreements between you and SASA.

The parties have required that this Agreement and all documents relating thereto be drawn up in English.

The waiver by a party of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default.

If any provision of this Agreement, or the application of such provision to any person or circumstance, is declared to be invalid or unenforceable by a court or tribunal of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement or the application of such provisions to persons or circumstances other than those to which it is held invalid or unenforceable; and if such invalidity or unenforceability is due to the determination that the provision’s scope is excessively broad or restrictive under applicable law then in effect, then such provision shall be construed by modifying its scope so as to be enforceable to the fullest extent compatible with applicable law then in effect. The parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which approximates as much as possible the invalid or unenforceable provision which it replaces.

You acknowledge that neither this Agreement nor the rights of use to the Services granted under this Agreement may be assigned, transferred, sold or otherwise conveyed to any other person without the prior written consent of SASA. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

Each party acknowledges that it is not entering into the Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, the Agreement may only be supplemented or modified by an amendment in writing executed by the parties and no additional or conflicting term in a purchase order or other document shall have any effect.

A party shall not be responsible for any delay in performance of the terms of this Agreement where such failure or delay is directly or indirectly caused by an act of God, war, insurrection, riot, fire, flood, explosion or other cause beyond the reasonable control of the party, provided that the party shall use all reasonable efforts in the circumstances to perform its obligations hereunder notwithstanding the occurrence of such force majeure event.

All dollar amounts referred to in this agreement are listed in Canadian Dollars.

The article and section headings contained herein are included solely for convenience, are not intended to be full or accurate descriptions of the contents thereof and shall not be considered part of this Agreement or to affect the interpretation hereof.


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