Laxlife INC. - TERMS OF USE

Updated October 30, 2024

This TERMS OF USE AGREEMENT (the "Agreement"), is made by and between Laxlife Inc. (hereafter referred to as “Laxlife,” “Licensor,” “us,” “we” or “our”) and the user (hereafter referred to as the "Licensee," “Subscriber,” “User,” “you” or your”) of the Laxlife online and application-based platform (hereafter referred to as the “Platform”), which allows Licensee’s to access Laxlife’s lacrosse coaching drill, play, practice plan, and playbook libraries and resources (hereafter referred to as the “Content”), also giving them them software ability to draw, save and share, custom lacrosse drills and plays, as well as to create, save and share their own custom lacrosse practice plans and playbooks (hereafter referred to as the “Services”). This Content and these Services are accessible on our online Platform available at laxlife.ca, as well as our application-based platform, available in Google Play and the App Store, where the Laxlife brand name is also utilized.   

WHEREAS, Licensor is the owner of the Work (as defined below) and wishes to grant to Licensee a licence to the Platform, and Licensee wishes to obtain a licence to the Platform for the uses and purposes described herein, each is subject to the terms and conditions set forth herein. 

By clicking “I accept” you agree to adhere to and be legally bound by the terms outlined in these Terms of Use (hereafter referred to as the “Terms”). If you are representing a community, provincial, state, national or international association (hereafter referred to as an “Association”), you confirm that you have the authority to accept these Terms on its behalf. These Terms dictate your legal rights, responsibilities and remedies for disputes related to the Content, Services and Platform, as well as your implied access and use of the Content, Services and Platform, creating a mutually binding legal agreement between you and Laxlife. Limitations and exclusions, as well as a clause for determining the jurisdiction and venues for disputes can also be found in the Terms of set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1.       LICENCE. 

1.1      Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable worldwide licence, solely to display, transmit, and distribute the Content and Services through print and electronic media for purposes of providing coaching and instruction resource materials for use by lacrosse coaches, parents and players, being coached, trained or educated by the Licensee.

1.2      Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No use by Licensor of the Work in any medium or manner will be deemed to interfere with the limited permissions made to Licensee by Licensor herein. 

2.       Usage of the Work. Notwithstanding any other provision to the contrary contained in this Agreement:

2.1      Copyright Notices. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions in Canada, as well as their country of residence. Licensee shall not use any copyright notices that conflict with, confuse, or negate the notices Licensor provides and requires hereunder. 

2.2      Compliance with Licensor's Directions. The Work may be used only in the manner approved herein. 

2.3      Modifications. Licensee shall not recast, copy, edit, alter, modify, distribute, sell, transfer, transmit, exploit or create any derivative works of the Content or Services except as expressly provided herein. Laxlife reserves the right, at its sole discretion, to modify the Platform, Subscriber fees (hereafter referred to as “Service Fees”), or to modify these Terms, at any time without prior notice. Any modifications will be posted on the Platform or communicated to you directly, along with an updated “last updated date” at the top of these Terms. Continued access to or use of the Platform after such modifications indicates your acceptance of the revised Terms. If you do not agree with the modified Terms, your only option is to discontinue your use of the Platform. 

3.        Ownership and Protection. 

3.1      Acknowledgment of Ownership. Except for the licences expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Content, as well as any modifications or improvements made thereto by Licensee, are owned, controlled by, and will remain with Licensor.  The Platform, Content and Services are safeguarded by copyright, trademark, and other intellectual property laws of Canada. You are prohibited from removing, altering, or obscuring any copyright, trademark, logos, Content text and diagrams, or other proprietary rights in relation to the Content and Services found on our Platform. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor's rights in and to the Content. 

3.2     Communication of Association. By becoming a Licensee, if you are representing a community, provincial, state, national or international Association, you grant Laxlife a non-exclusive, perpetual, royalty-free, and irrevocable right to use and otherwise communicate the name, logo or trademark of your Association as a Licensee of Laxlife.

3.3      Protection of the Work. 

(a)      Notification. Licensee shall control and shall take all reasonable measures to protect and safeguard the Platform Content. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Content; (ii) actual, suspected, or threatened claim that use of the Content infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Content may be subject. 

(b)      Actions. With respect to any of the matters listed in Section 3.3 (a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance, at Licensor’s sole expense, that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any claims and proceedings and will be entitled to retain all sums recovered in any action for its own account. 

4.     Platform and Services. Laxlife provides an online Platform for Users to access Content and Services. Our responsibilities are limited to facilitating access to the Platform and Services. Laxlife does not control the works generated by our Platform and Services and, therefore, disclaims any and all liability associated with such Services. 

5.     Platform Registration. To access the Platform and Services, you are required to register for an account (hereafter referred to as a “Laxlife Account”) and become a Subscriber. Registration must be completed online via laxlife.ca and Service Fees are collected via Stripe. Once registered, we create your Laxlife Account using the personal information you provide. You agree to furnish complete and accurate information during the registration process and to update it as necessary to maintain its accuracy. Laxlife reserves the right to suspend or terminate your Laxlife Account and access to the Platform, Content and Services at its discretion if any provided information is found to be inaccurate. You are responsible for protecting your password and agree not to disclose it to any third party. You will be solely responsible for any activities conducted under your Laxlife Account, regardless of whether you authorized the third party. Please notify Laxlife immediately of any unauthorized use of your account. By creating a Laxlife Account, you consent to Laxlife communicating with you electronically and otherwise using the information you provide.

6.     User Conduct. You acknowledge and accept that you are entirely responsible for adhering to all applicable laws, regulations, and tax obligations related to your use of the Laxlife Platform, Content, and Services. In relation of your use of our Platform, Content and Services you agree to refrain from the following actions:

6.1   Violating any community, provincial, state, national, international or other legal provisions or court orders.

6.2   Attempting to reverse engineer any software used to provide the Platform, Services, or Laxlife Content.

6.3   Engaging in the distribution of unsolicited commercial communications (“spam”).

6.4   Interfering with or harming our Platform, Content or Services through methods such as viruses, bots, or other harmful technologies.

6.5   Employing manual or automated tools, such as software, scripts, or bots, to access, scrape, crawl, or spider any web pages associated with the Platform, Content or Services.

6.6   Utilizing automated scripts to gather information or interact with the Platform or Services.

6.7   Utilizing the Platform, Content or Services for any commercial purposes not explicitly authorized by these Terms.

6.8   Using, displaying, or framing the Laxlife Platform, Content or Services, including any proprietary elements, such as copyrights or trademarks associated with Laxlife.

6.9   Copying, storing, or accessing any information from the Platform or Content, for unapproved purposes.

6.10 Transmitting any Service material that:

i.    Violates any applicable laws or regulations that could result in civil liability.

ii.    Is fraudulent, misleading, or deceptive.

iii.  Infringes on third-party intellectual property or publicity rights. 

iv.  Promotes illegal or harmful activity.

v.   Encourages violence or threatening behaviour.

vi.  Is defamatory, obscene, or offensive.

vii. Promotes discrimination, bigotry, hatred, or harm against individuals or groups.

6.11 Using our Platform or Services to transmit or post any information regarding other individuals or entities without their consent, including photographs or personal information.

6.12 Using our Platform or Service to transmit or post any information regarding other individuals or entities without their consent, including photographs or personal information.

6.13 Stalking or harassing other members or collecting their personally identifiable information.

6.14 Advocating or assisting others in any of the aforementioned actions.

Laxlife reserves the right to investigate and take legal action against any violations of these terms. We may also collaborate with law enforcement officers in prosecuting Users who breach these terms. While Laxlife is not obligated to monitor your use of the Platform, Services and Content, we reserve the right to do so to ensure compliance with these terms or to fulfill legal obligations. Furthermore, Laxlife retains the discretion to remove or restrict access to any Platform or Service related material that it deems objectionable or in violation of these terms without prior notice.

7.     Privacy.  For details regarding Laxlife’s collection and use of your personal information, please refer to Laxlife’s Privacy Policy.

8.     Termination and Laxlife Account Cancelation.  We reserve the right, at our sole discretion and without liability, to terminate these Terms or your access to our Platform, Content and Services at any time, with or without cause and with or without prior notice. You may cancel your Laxlife Account at any time through your account settings or by contacting us at support@laxlife.ca. Please be aware that if your Laxlife Account is suspended, we will save material created through our Services for a period of up to 3 years of Service dormancy before they will be deleted, as per our Privacy Policy.  

9.     Disclaimer of Representations and Warranties. ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. BY USING THIS PLATFORM OR SERVICES, YOU DO SO AT YOUR OWN RISK. LAXLIFE DOES NOT GUARANTEE THAT THE PLATFORM, CONTENT, OR SERVICES WILL MEET YOUR NEEDS OR BE AVAILABLE WITHOUT INTERRUPTION, SECURITY ISSUES, OR ERRORS. YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE PLATFORM AND SERVICES, AND YOU ACKNOWLEDGE THAT LAXLIFE DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF ITS SUBSCRIBERS. LAXLIFE ALSO DISCLAIMS ALL LIABILITY FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES.

10.        Indemnification. 

10.1      Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors and assigns (each an "Indemnified Party") from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a "Third-Party Claim") relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder. 

10.2      Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, agents, affiliates, successors, and assigns (each an "Indemnified Party") from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each also a "Third-Party Claim") relating to (1) any actual or alleged breach by Licensor of its representations, warranties, covenants, or other obligations hereunder; or (2) personal injury arising out of the Platform provided by Licensor to the extent that the injury resulted from use of the Services as intended.

10.3      Indemnification Procedure. The Indemnified Party shall promptly notify the other party (the “Indemnifying Party”) upon becoming aware of a Third-Party Claim under this Section 10. The Indemnifying Party shall promptly assume control of the defence and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with Indemnifying Party in connection therewith, in each case, at Indemnifying Party’s sole cost and expense. The Indemnified Party may participate in the defence of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. Indemnifying Party shall not settle any such Third-Party Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such Indemnified Party's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If Indemnifying Party fails or refuses to assume control of the defence of such Third-Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to Indemnifying Party, in each case, in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 10.2 nor any Indemnified Party's act or omission in the defence or settlement of any such Third-Party Claim will relieve Indemnifying Party of its obligations under this Section 10.2, except to the extent that Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof. 

11.        Remedies. 

11.1     Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. 

11.2      Limitation of Liability. NEITHER LAXLIFE NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PLATFORM AND SERVICES WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, EXEMPLARY OR AGGRAVATED DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, DATA LOSS, SERVICE INTERRUPTIONS, COMPUTER DAMAGE, SYSTEM FAILURES, OR ANY DAMAGES RESULTING FROM PERSONAL INJURY, BODILY HARM, OR EMOTIONAL DISTRESS ARiSING FROM OR RELATED TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK ASSOCIATED WITH YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES RESIDES WITH YOU.

12.      General. 

12.1    Interpretation. For purposes of this Agreement, (a) the words "include", "includes", and "including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein", "hereof", "hereby", "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, schedules, and exhibits refer to the Sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any schedules and exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. 

12.2    Entire Agreement. This Agreement and these Terms, constitutes the sole, entire and exclusive agreement of the parties with respect to the Platform, Content and Services, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such Platform, Content and Services. 

12.3    No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. 

12.4    Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. 

12.5    Assignment. Licensee shall not assign or transfer any of the Terms under this Agreement, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section 12.5 is null and void. Licensor may freely assign, or otherwise transfer any of these Terms or delegate any of its obligations under this Agreement, at its sole discretion, without restriction. Subject to the aforementioned provisions, these Terms shall be binding and inure to the benefit of the parties, along with their respective heirs, administrators, executors, legal representatives, successors, and permitted assigns.

12.6    Amendments and Modifications. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. 

12.7    Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege. 

12.8     Notices. Any notices or communications permitted or required under this Agreement, including those pertaining to modifications of these Terms, must be in writing and will be provided by Laxlife via email to the address you have provided. For notices sent by email, the date of receipt will be considered the date on which the notice is transmitted.

12.9    Governing Law. This Agreement and all related documents including all exhibits and schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Nova Scotia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Nova Scotia. Should an arbitrator or a court of competent jurisdiction determine that any provision of these Terms is invalid or unenforceable, that provision shall be enforced to the fullest extent permitted by law, while the remaining provision of these Terms shall continue to be in force in full effect.

12.10    Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Nova Scotia and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 

12.11    Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 

13.     Contacting Laxlife.  For any inquiries regarding these Terms, please reach out to Laxlife at support@laxlife.ca.