Terms of Service

LeagueBinder Terms of Service

DRAFT — NOT REVIEWED BY COUNSEL. NOT FOR PUBLICATION.

Version: 0.1 (draft) Effective Date: [DATE]

These Terms of Service (the "Agreement") are entered into between [LEGAL ENTITY NAME], a Massachusetts limited liability company ("LeagueBinder," "we," "us"), and the organization that registers for the Service ("Customer," "you").

By clicking to accept, or by accessing or using the Service, you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you are authorized to bind that organization. If you do not have that authority, do not accept.

The Service is offered only to organizations located in the United States and only for organizational use. It is not offered to consumers for personal use.

1. Definitions

"Service" means the LeagueBinder software-as-a-service platform, including the web application, associated documentation, and any updates.

"Authorized User" means an individual whom Customer permits to access the Service — typically a board member, officer, or volunteer administrator of Customer.

"Customer Data" means all data, documents, records, and other content that Customer or its Authorized Users upload to, or generate within, the Service. Customer Data includes personal information about third parties, including minors.

"Personal Information" means information relating to an identified or identifiable individual, as defined under applicable United States federal and state law.

"DPA" means the Data Processing Addendum at [URL], incorporated into this Agreement by reference.

"AUP" means the Acceptable Use Policy at [URL], incorporated into this Agreement by reference.

2. The Service

2.1 Access. Subject to this Agreement, LeagueBinder grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Customer's internal organizational purposes.

2.2 What the Service is. The Service provides document storage, meeting and records management, and administrative continuity tools for the governing board of a youth sports organization.

2.3 What the Service is not. The Service is not a registration, payment processing, scheduling, or competition management platform. It does not provide legal, accounting, tax, governance, insurance, or compliance advice. Customer remains solely responsible for its own legal and regulatory obligations.

2.4 Changes. LeagueBinder may modify, add, or discontinue features. We will not materially degrade the core functionality Customer is paying for during a paid Subscription Term without notice and, at Customer's election, a pro-rata refund of prepaid fees for the remainder of the term.

2.5 Availability. LeagueBinder will use commercially reasonable efforts to make the Service available, but does not commit to any uptime percentage. The Service may be unavailable for maintenance, updates, or reasons outside our control. [DRAFTING NOTE: no SLA. Do not add one without instrumentation to measure it.]

2.6 Support. LeagueBinder provides support by email at [SUPPORT EMAIL] during ordinary business hours and will make reasonable efforts to respond promptly. No specific response time is guaranteed.

3. Customer Responsibilities

3.1 Accounts and access. Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) all activity occurring under its account; (c) promptly removing access for Authorized Users who leave the board or otherwise cease to require access; and (d) enabling and requiring multi-factor authentication where the Service makes it available.

3.2 Lawful collection and notice. Customer represents and warrants that it has the legal right to collect, use, and upload all Customer Data, and that it has provided all notices and obtained all consents required under applicable law from the individuals whose Personal Information appears in Customer Data — including, where required, the parents or legal guardians of minors.

3.3 Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data. LeagueBinder does not verify Customer Data.

3.4 Data minimization. Customer agrees not to upload to the Service: Social Security numbers, driver's license or other government identification numbers, financial account numbers, payment card data, protected health information subject to HIPAA, or background check reports or underlying screening documentation. [DRAFTING NOTE: this restriction materially reduces breach exposure. It should be enforced in-product where technically feasible, not only contractually.]

3.5 Information about minors. The Service is designed to store only first name, last name, and year of birth for players who are minors. Customer agrees not to upload any other Personal Information about a minor, including full dates of birth, contact information, photographs or images, health, medical, allergy, or dietary information, emergency contact details, or location data. Minors are not permitted to hold accounts or access the Service.

3.6 Acceptable use. Customer and its Authorized Users will comply with the AUP.

3.7 Compliance. Customer is responsible for its own compliance with all laws applicable to it, including nonprofit governance, recordkeeping, youth protection, and data protection laws.

4. Fees and Term

4.1 Fees. Customer will pay the subscription fees stated at the time of purchase. Fees are [per organization, per year] and are exclusive of taxes.

4.2 Subscription Term. The initial term begins on the date of first access and continues for [twelve (12) months], renewing automatically for successive terms of the same length unless either party gives written notice of non-renewal at least [thirty (30)] days before the end of the then-current term.

4.3 Price changes. LeagueBinder may change fees effective at the start of a renewal term by giving at least [sixty (60)] days' notice.

4.4 Payment. Fees are due in advance and are non-refundable except as expressly stated in this Agreement. Non-payment may result in suspension after notice and a reasonable cure period.

4.5 Free trial. LeagueBinder may offer a free trial of sixty (60) days beginning on the date of first access, to allow Customer to evaluate the Service and onboard its own records.

(a) One per organization. A free trial is available once per organization. LeagueBinder may decline or discontinue trials at its discretion.

(b) All terms apply. This Agreement, the DPA, and the AUP apply in full during the trial, including Customer's obligations under §3 and the limitations in §9.

(c) No commitments. Trial access is provided as-is, with no availability, support, or retention commitments, and may be modified or terminated at any time.

(d) End of trial — suspension. At the end of the trial period, if Customer has not purchased a subscription, access to the Service will be suspended. Customer Data is retained in suspended status for one hundred eighty (180) days, during which Customer may reactivate the account by purchasing a subscription and resume with its records intact.

(e) Export during suspension. During the suspension period, Customer's administrators may sign in to a limited, export-only mode of the Service for the sole purpose of downloading Customer Data in a machine-readable format. No other functionality is available in this mode. Suspension does not extinguish Customer's right to its own data.

(f) Permanent deletion. At the end of the 180-day suspension period, LeagueBinder will permanently delete all Customer Data associated with the account, subject only to the backup rotation cycle described in the DPA. Deletion is irreversible.

(g) Notice. LeagueBinder will make reasonable efforts to notify account administrators by email before the trial ends, during the suspension period, and in advance of permanent deletion. Customer remains responsible for tracking its own trial and suspension periods.

[DECIDED: the trial expires into suspension. No payment details are taken up front and there is no auto-conversion, so negative-option and auto-renewal disclosure rules are not engaged by the trial itself. Counsel to confirm.]

[DRAFTING NOTE — SEE COVER MEMO §3(A): the liability cap collapses to the $100 floor during the trial, since no fees have been paid. Counsel to advise whether that is acceptable for a 60-day window in which real board records — including children's names — will be uploaded.]

5. Data

5.1 Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data. LeagueBinder claims no ownership of Customer Data.

5.2 Our limited license. Customer grants LeagueBinder a limited, non-exclusive license to host, store, transmit, display, and process Customer Data solely as necessary to provide, maintain, secure, and support the Service, and as otherwise permitted by the DPA.

5.3 Roles. For purposes of applicable data protection law, Customer is the owner and controller of Customer Data and LeagueBinder is a service provider and processor acting on Customer's documented instructions. The DPA governs.

5.4 Export. During the Subscription Term and for 30 days after termination, Customer may export Customer Data in a machine-readable format using the Service's export functionality.

5.5 Deletion. Following the export period in §5.4, LeagueBinder will delete Customer Data in accordance with the DPA, subject to backup rotation cycles described therein.

5.6 Aggregated data. LeagueBinder may generate and use aggregated, de-identified data derived from use of the Service for operating, improving, and analyzing the Service, provided such data does not identify Customer, any Authorized User, or any individual, and is not disclosed in a manner that would permit re-identification.

5.7 Feedback. If Customer provides suggestions or feedback, LeagueBinder may use them without restriction or obligation.

6. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. The receiving party will use the same degree of care it uses for its own confidential information (and no less than reasonable care), use it only to perform under this Agreement, and disclose it only to personnel and contractors with a need to know who are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, already known without duty of confidence, independently developed, or rightfully received from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed. Customer Data is Customer's confidential information.

7. Warranties and Disclaimers

7.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

7.2 Limited Provider warranty. LeagueBinder warrants that it will provide the Service in a professional and workmanlike manner and will maintain the security measures described in the DPA.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN §7.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND LEAGUEBINDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEAGUEBINDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL UNAUTHORIZED ACCESS, OR THAT ALL DATA WILL BE PRESERVED WITHOUT LOSS.

7.4 No screening or verification services. The Service may allow Customer to record the status and dates of background screening conducted by third parties. LeagueBinder does not perform, procure, review, verify, or validate any background check, and makes no representation regarding the suitability, fitness, or safety of any individual. Customer is solely responsible for conducting screening, evaluating results, and making all decisions about volunteer and staff eligibility. LeagueBinder is not a consumer reporting agency and the Service is not a consumer report.

7.5 Records retention. Customer is solely responsible for determining and satisfying its own legal recordkeeping obligations. The Service is not a system of record for any legal or regulatory purpose unless Customer independently determines it to be adequate.

8. Indemnification

8.1 By Customer. Customer will defend, indemnify, and hold harmless LeagueBinder from and against third-party claims arising out of: (a) Customer Data, including any claim that its collection, upload, or use violated law or third-party rights; (b) Customer's breach of §3.2 (notices and consents), §3.4 (data minimization), or §3.5 (information about minors); (c) Customer's violation of the AUP; or (d) decisions Customer made regarding any individual's eligibility, participation, or supervision.

8.2 By LeagueBinder. LeagueBinder will defend Customer against third-party claims alleging that the Service, as provided and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and will pay resulting damages finally awarded. This obligation does not apply to claims arising from Customer Data, Customer's modifications, or use in combination with anything not supplied by LeagueBinder. LeagueBinder's total obligation under this §8.2 is subject to §9.

8.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement imposing liability or obligation on the indemnified party without its written consent.

[DRAFTING NOTE — SEE COVER MEMO §3(D): this allocation is aggressive in the Provider's favor. Counsel to advise on what is defensible and what nonprofit customers will accept.]

9. Limitation of Liability

9.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID BY CUSTOMER TO LEAGUEBINDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100).

9.3 Exceptions. The limitations in §9.1 and §9.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under §8; (c) either party's gross negligence, willful misconduct, or fraud; or (d) liability that cannot be limited under applicable law.

9.4 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and that the fees would be materially higher without them.

10. Term, Suspension, and Termination

10.1 Term. This Agreement continues while Customer has an active subscription or account.

10.2 Termination for cause. Either party may terminate on [thirty (30)] days' written notice of a material breach that remains uncured at the end of that period.

10.3 Suspension. LeagueBinder may suspend access immediately, with notice as soon as practicable, if Customer's use presents a security risk, violates the AUP, or is required by law. Suspension will be no broader and no longer than reasonably necessary.

10.4 Effect. On termination, Customer's access ends, accrued fees become due, and §§5.4–5.7, 6, 7.3, 8, 9, 11, and 12 survive.

10.5 Refunds. Termination by Customer for LeagueBinder's uncured material breach entitles Customer to a pro-rata refund of prepaid, unused fees. No other refunds.

11. Dispute Resolution

11.1 Informal resolution. Before initiating a formal proceeding, the parties will attempt in good faith to resolve the dispute through discussion for at least [thirty (30)] days after written notice describing it.

11.2 Binding arbitration. Any dispute not resolved under §11.1 will be resolved by binding arbitration administered by [ARBITRATION BODY] under its commercial rules, before a single arbitrator, seated in [Boston, Massachusetts] or conducted remotely by agreement. Judgment on the award may be entered in any court of competent jurisdiction.

11.3 Class action waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

11.4 Exceptions. Either party may seek injunctive relief in court to protect intellectual property or confidential information, and either party may bring an individual claim in small claims court.

[DRAFTING NOTE — SEE COVER MEMO §3(C): counsel to confirm arbitration is preferable here.]

12. General

12.1 Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. Subject to §11, the state and federal courts located in [Suffolk County], Massachusetts have exclusive jurisdiction.

12.2 Changes to this Agreement. LeagueBinder may update this Agreement. Material changes take effect at the start of Customer's next renewal term, or on [thirty (30)] days' notice for non-material changes. Continued use after the effective date constitutes acceptance. Each version is published with a version number and effective date, and prior versions are retained.

12.3 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, with notice.

12.4 Publicity. LeagueBinder will not use Customer's name or logo publicly without Customer's prior written consent.

12.5 Notices. Notices to Customer may be sent to the email address on the account. Notices to LeagueBinder must be sent to [LEGAL NOTICE EMAIL] and [MAILING ADDRESS].

12.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

12.7 Independent contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.

12.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect.

12.9 No waiver. Failure to enforce a provision is not a waiver of it.

12.10 Entire agreement. This Agreement, together with the DPA and AUP, is the entire agreement between the parties on this subject and supersedes all prior discussions. Any conflicting terms in a Customer purchase order or vendor form have no effect unless signed by LeagueBinder.