Terms of Service | MLSNEXTPro.com

MLS NEXT Pro Terms of Service

As of October 23rd, 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.mlsnextpro.com, and the subdomains thereof, including, without limitation, any individual member club 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 Pro Soccer Development, L.P. ("MLS NEXT Pro", "we", "us" or "our") on or through the Site, as well as any of our club 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 MLS NEXT Pro, or new conditions may be imposed by MLS NEXT Pro, 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 MLS NEXT Pro. MLS NEXT Pro 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 NEXT Pro, any affiliate of MLS NEXT Pro, any of the MLS NEXT Pro member clubs, or any of the MLS NEXT Pro sponsors, licensees and other affiliates (the "Content") are either owned by, or licensed to, MLS NEXT Pro. 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 MLS NEXT Pro, 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 MLS NEXT Pro, the current and former MLS NEXT Pro member clubs and the Site and the Services are the exclusive property of MLS NEXT Pro 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, MLS NEXT Pro. 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 MLS NEXT Pro.

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 MLS NEXT Pro’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 MLS NEXT Pro 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 MLS NEXT Pro 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 MLS NEXT Pro 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

MLS NEXT Pro 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 MLS NEXT Pro may request from you, including your IP address. The Subscription Services may also require additional technical requirements.

MLS NEXT Pro 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 MLS NEXT Pro.

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 MLS NEXT Pro 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 MLS NEXT Pro 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 NEXT Pro, the operators of the MLS NEXT Pro member clubs 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 MLS NEXT Pro and/or our partners or affiliates might appear to be similar to your Submission(s). If you do send any Submission(s) to MLS NEXT Pro 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 MLS NEXT Pro; (ii) any such unsolicited Submission(s) and copyright become the property of and will be owned by MLS NEXT Pro and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as MLS NEXT Pro 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 MLS NEXT Pro 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 MLS NEXT Pro;

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 MLS NEXT Pro game.

MLS NEXT Pro 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 MLS NEXT Pro 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@mlsnextpro.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@mlsnextpro.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 including, but not limited to, MLS NEXT Pro All-Star Game balloting or entry to contests and sweepstakes. By casting a vote or entering contests or sweepstakes, you signify your agreement to all special terms 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.

Each MLS NEXT Pro member clubs may have 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 NEXT Pro member clubs or other third parties with which the MLS NEXT Pro member clubs have contracted to sell tickets to MLS NEXT Pro 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.

If you click on the MLS Season Pass link you will be redirected to the MLS NEXT Pro page of the Apple.com website, where you will be able to sign in with you Apple ID or navigate to the MLS Season Pass subscription page. 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/.

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. MLS NEXT Pro 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 ticketing sites, subscription services, or other websites then do not click on links and navigate to those sites.

8. Streaming Services

MLS NEXT Pro game streaming and other content 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 MLS NEXT Pro’s control and MLS NEXT Pro 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 mlsnextpro.com without the express written permission of MLS NEXT Pro if such link is: (i) a "word" (as opposed to a "logo") link (e.g., "mlsnextpro.com," "The Official Site of MLS NEXT Pro"); 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 mlsnextpro.com logo, or a link containing any other logo of MLS NEXT Pro or its member clubs (a "logo" link) may not be used to link to mlsnextpro.com without the express written permission of MLS NEXT Pro.

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 MLS NEXT Pro 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 MLS NEXT Pro. 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 MLS NEXT Pro’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 MLS NEXT Pro, 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. MLS NEXT Pro reserves the right to disable your use of embedded Content at any time, in MLS NEXT Pro’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 MLS NEXT Pro 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, 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 MLS NEXT PRO 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@mlsnextpro.com

Letter delivered by first class postage prepaid mail or courier to MLS NEXT Pro at the following address:

Pro Soccer Development, L.P.
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"), MLS NEXT Pro 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

MLS NEXT Pro respects the intellectual property rights of others and takes intellectual property concerns seriously. MLS NEXT Pro 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, MLS NEXT Pro 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 MLS NEXT Pro'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 MLS NEXT Pro's Designated Agent as follows:

DMCA@mlssoccer.com

(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,

(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 MLS NEXT Pro 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 Pro Soccer Development, L.P., each MLS NEXT Pro member club operator, 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 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 Pro Soccer Development, L.P. 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@mlsnextpro.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 MLS NEXT Pro that may not be adequately compensable in money damages, and for which MLS NEXT Pro will have no adequate remedy at law. You, therefore, consent and agree that MLS NEXT Pro 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 NEXT Pro 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 NEXT Pro 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@mlsnextpro.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 NEXT Pro 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 NEXT Pro via email at legalnotices@mlsnextpro.com. If MLS NEXT Pro is initiating arbitration, MLS NEXT Pro shall serve the arbitration demand via email at the contact information MLS NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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 NEXT Pro 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@mlsnextpro.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 NEXT Pro 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. MLS NEXT Pro’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 MLS NEXT Pro’s right enforce subsequently any terms or conditions of these Terms of Service or to act with respect to similar breaches.