TERMS AND CONDITIONS

SIA Vertexo, a company established in the Republic of Latvia, with unified registration number 40203073672, and legal address at Rigas iela 47 - 2, Jurmala, Latvia, LV-2015, (hereinafter - "Company") introduces the Vertexo website maxwill-sports.cn and the Maxwill Sports mobile application (hereinafter - Maxwill Sports App), collectively referred to as the "Platform". The Platform is an all-in-one sports management software that empowers sports organizations (including but not limited to international/national/regional federations, sports ministries, clubs, local organizations, clubs, schools – and their team members, tournament/event organizers and referees), collectively referred to as the (hereinafter - "Sports organizers") to efficiently manage, grow, and monetize their operations. Company's solution allows organizations to create custom online platform(s), automate and simplify the management of Leagues/Circuits, clubs, tournaments, and other events, boost audience engagement, and process payments effortlessly. Company's white-label solution is wellsuited for sports ministries, federations, and other organizations seeking to unify all their operations and activities under a single hub, and facilitate the collection and management of sports-related data.

This document comprehensively outlines the terms and conditions (hereinafter - the "Terms") that govern access and use of the Platform (including but not limited to, court reservations, event bookings, public and open matches, classes, courses, tournaments, and Leagues/Circuits offered through Platform) (hereinafter - "Services"). These Terms apply to all Services offered to users using or visiting (hereinafter - the "Users") the Platform.

Acceptance of Terms

Users' access to and use of the Platform is conditional upon their acceptance of and compliance with these Terms. These Terms constitute a legally binding contractual agreement between Users and the Company. By accessing, browsing, or using the Platform, Users signify their agreement to be bound by these Terms. If at any point a User finds these Terms unacceptable, they must stop all access and use of the Platform immediately.

Users affirm that they are of legal age and have the legal capacity to enter into these Terms. If Users are using the Platform on behalf of a sports organization as Sports organizers, they represent and warrant that they have the authority to bind that organization to these Terms.

User Registration and Account Security

To access certain features of the Platform, Users must register for an account. When creating a User account, Users must provide accurate, current, and complete information and keep this information updated. Users may modify the personal data that they submit when creating a User account at any time.

Users are responsible for safeguarding the password they use to access the Platform and for any activities or actions under their account. The Company is not liable for any loss or damage arising from a User's failure to comply with this requirement.

The Company reserves the right to remove, reclaim, or change a username selected by a User if it's determined, in the Company's sole discretion, that such a username is inappropriate, obscene, or otherwise objectionable.

User Responsibilities

Users agree to use the Platform only for lawful purposes and in a way that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Platform. Users must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the service; in any unlawful, illegal, fraudulent, or harmful manner; or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

Disputes between Users

Only a Sports organizer shall be wholly liable in the event of a dispute between participants. The Platform declines all responsibility in the event of litigation arising during a tournament or event and will instruct the participant to contact the designated Sports organizer. Sports organizers are solely responsible for purchased licenses, indicating prices, and for requesting additional information from participants.

Intellectual Property Rights

All intellectual property rights in and to the Platform, including but not limited to design, structure, layouts, graphical images, and underlying source code, belong to the Company. By submitting content to the Platform, Users grant the Company a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute it in any existing or future media. Users also grant the Company the right to sub-license these rights.

License to Use the Platform

The Company grants Users a non-exclusive, non-transferable, revocable license to use the Platform strictly in accordance with these Terms. This license does not include any rights to resell or commercially use the Platform; to collect or use any product listings, descriptions, or prices; to make derivative uses of the Platform and its contents; or to download or copy account information for the benefit of another merchant.

User Generated Contributions and Content

Users may post, link, store, share, publish, or distribute content and otherwise make available certain information—including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information—on the Platform (hereinafter - "User Content"). Users are responsible for the User Content they post to the Platform, including its legality, reliability, and appropriateness. User Content must comply with applicable laws, must not infringe any third-party rights, and must not be capable of giving rise to legal action whether against Users, the Company, or a third party.

Use of Images and Recordings

By registering for and/or participating in tournaments, events, or other activities organized through the Platform, Users acknowledge and agree that the Company and Sports organizers may photograph, film, or otherwise record such events. Users grant the Company and Sports organizers the worldwide, irrevocable, royalty-free right to use, reproduce, adapt, publish, and distribute such photographs, videos, and recordings for promotional, informational, and commercial purposes, including but not limited to use on websites, social media, marketing materials, and press releases. If a User does not wish to appear in such materials, they must notify the Company in writing prior to the event.

User Conduct in Sports Event Management

Users involved in sports league and tournament management are expected to uphold the principles of fair play and integrity. This includes ensuring fairness in competition and adherence to rules and regulations governing sports events. Users are encouraged to report any instances of misconduct or unethical behavior in the context of sports event management to the Company for appropriate action.

Use of Third-Party Payment Services

The Platform may integrate third-party payment processing services for transactions. Users agree to adhere to the terms and conditions of these services when making or receiving payments. The Company disclaims any liability for transactions processed through third-party payment services. Disputes regarding payments should be directed to the respective payment service provider.

Privacy Policy

The Company cares about data privacy and security. Users' provision of personal information through the Platform is governed by the Company's Privacy Policy. By using the Platform, Users agree to be bound by the Privacy Policy, which is incorporated into these Terms.

Third-Party Links and Services

The Platform may contain links to third-party websites or services that are not owned or controlled by the Company. The Company assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. The inclusion of any such links does not imply endorsement by the Company. Use of any such linked website is at the User's own risk. Users should review the applicable terms and policies, including privacy and data gathering practices, of any website to which they navigate from the Platform or relating to any applications Users use or install from the Platform.

Fees and Payments

The Services and features of the Platform (including but not limited to tournament/event registration, court reservation, and class bookings) require Users to pay fees. The pricing and payment terms for such features will be specified within the Platform. The Company reserves the right to change prices at any time. All fees are non-refundable, except as required by law or as explicitly set forth herein.

Refund and Cancellation Policy

Users may cancel their account or a specific subscription service at any time. Details on how to cancel can be found on the Platform. Refunds will be issued in accordance with the Company's Refund and Cancellation Policy, which forms an integral part of these Terms.

Service Modifications and Availability

The Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. The Company does not guarantee that the Service will always be available, uninterrupted, timely, secure, or free from bugs or viruses.

User Feedback and Suggestions

Any feedback, comments, ideas, improvements, or suggestions (collectively, "Feedback") provided by Users to the Company regarding the Platform shall remain the sole and exclusive property of the Company. The Company shall be free to use, copy, modify, publish, or redistribute the Feedback for any purpose and in any way without any credit or compensation to Users.

Prohibited Activities

Users are prohibited from using the Platform for unlawful purposes, including but not limited to engaging in fraudulent activities, infringing on intellectual property rights, harassing or causing distress or inconvenience to any other User, transmitting obscene or offensive content, or disrupting the normal flow of dialogue within the Platform. Violation of this clause may lead to immediate suspension or termination of a User's account and legal action if necessary.

Termination and Suspension of Account

The Company reserves the right to terminate or suspend a User's account and bar access to the Platform immediately, without prior notice or liability, under the Company's sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. Upon termination, the User's right to use the Platform will cease immediately.

Disclaimers and Warranties

The Platform is provided on an "as is" and "as available" basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. The Company does not warrant that the Platform will function uninterrupted, be secure, or be available at any particular time or location.

Indemnification

Users agree to defend, indemnify, and hold harmless the Company and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) the Users' use and access of the Platform, or (b) a breach of these Terms. In the event of any claim, the Company will notify the affected Users of the claim, lawsuit, or proceeding and will assist them, at their expense, in defending against it.

Applicable Law and Venue

These Terms shall be governed and construed in accordance with the laws of the Republic of Latvia, without regard to its conflict of law provisions. The Company's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will remain in effect.

Users agree that any dispute related to these Terms or their use of the Platform will be resolved by binding arbitration, rather than in court, except that they may assert claims in small claims court if applicable. The arbitration will be conducted in Latvia and in accordance with the rules of the Latvian Arbitration Association.

Entire Terms and Conditions

These Terms, together with any amendments and any additional agreements a User may enter into with the Company in connection with the Platform, shall constitute the entire agreement between the User and the Company concerning the Platform. In the event of any conflict between these Terms and any other agreement a User may have with the Company, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right.

Changes and Amendments

The Company may update, amend, or revise these Terms from time to time. Users will be notified of any changes by the posting of new Terms on the Platform. Users are advised to review these Terms periodically. Any version of the Terms that is published on the Platform replaces all previous versions and takes effect immediately upon posting or from the effective date as indicated. By continuing to access or use the Platform after any modifications have been posted, Users agree to accept and comply with the modified Terms.