DICK’S SPORTING GOODS, INC.

TSHQ LICENSE AGREEMENT

Posted and effective on January 31st, 2018

DICK’S Sporting Goods, Inc. and its affiliates (collectively, “DICK’S”, “us”, “our”, or “we”) provide you with access to DICK’S proprietary organized sports services technology enabled platform and applications (the “Service”). Access to the Service is conditioned on your compliance with these terms and conditions of this License Agreement (this “TSHQ License Agreement”). If you are using the Services on behalf of an Organization, “you” as used herein, includes the Organization. As used herein “Organization” means a national, state or local sports governing body, league, club, team, or other organization including but not limited to those who host and/or conduct tournaments or other events.

1. The Service. DICK’S hereby grants you access to the Services and you accept such access to the Services on a non-exclusive basis, and you expressly agree to comply and be bound by this TSHQ License Agreement, the privacy policy found at http://www.bluesombrero.com/privacy-statement, the terms of use found at http://www.bluesombrero.com/terms-of-use, the content usage policy found at http://www.bluesombrero.com/content-usage-policy, and, to the extent applicable, the License Agreement between DICK’S and the Licensee (as defined therein) (collectively, the “Agreements”), any other terms and conditions, policies, rules or guidelines that may be applicable to Services (“Additional Terms”). Your rights and access to the Services: (a) are non-assignable, non-transferable, non-sublicenseable; (b) are strictly limited to your personal noncommercial use; and (c) if you are an Organization, for the benefit of the Organization’s members (subject to the License Agreement). DICK’S and its licensors retain all ownership, intellectual property rights and all other right, title and interest in and to the Services, and underlying software and technology and in all copies, improvements, enhancements, modifications and derivative works thereof, including without limitation, all patent, copyright, trade secret and trademark rights. DICK’S reserves all rights not expressly granted to you hereunder. DICK’S reserves the right, without notice, (i) to revoke your user identity (“User Identity”) (user name together with a password); (ii) to require you to change your User Identity; or (iii) to deny, limit or terminate your access to the Service or any portion thereof, whether for security purposes, for violation of the Agreements, including this TSHQ License Agreement, or for any other reason.

   Except for those rights and licenses expressly granted by DICK’S to you, DICK’S does not grant you any other express or implied right(s). DICK’S and all other names, logos, and icons identifying DICK’S products and services are proprietary marks of DICK’S and licensors, and any use of such marks without the express written permission of DICK’S is strictly prohibited. Other product and company names mentioned on the Service may be the marks of their respective owners.

   You acknowledge and agree that the Service is offered “as is” with no warranty or guarantee of accuracy, completeness, or suitability for use by any individual.

   DICK’S is not responsible for an Organization’s administration (e.g., coaching decisions, team selections, Organization refund policies, Organization terms, etc.). An Organization’s use of the Services does not imply DICK’S approval or endorsement of such Organization. All questions and issues with Organization administration and policies should be directed to the Organization.

2. Availability. The Services shall be available to you, upon your agreement to the Agreements, including this TSHQ License Agreement and such other terms and conditions as DICK’S may require. DICK’S may terminate your access to the Services if you or the Licensee breach any of the Agreements or for any other reason in DICK’S sole and exclusive discretion.

3. Your Obligations and Your Consent. You will use the Services pursuant to the Agreements. You are solely responsible for ensuring that you secure your User Identity and do not share your User Identity with others. DICK’S will assume that any person using the Service under a given User Identity is the individual associated with such User Identity in DICK’S records and will grant access to data, records and other information and capabilities accordingly. Using, or permitting the use of, the Service under a User Identity not actually assigned to a particular individual is prohibited. You agree that the Service will be used solely for the purposes and functions contemplated in the Agreements and you shall refrain from using the Service for any other Prohibited Conduct. “Prohibited Conduct” shall include, but is not limited to, using or permitting the use of the Service other than those expressly authorized, permitting or facilitating use of the Services by any party other than you, sublicensing, timesharing, renting, providing service bureau services based on the Services, permitting or facilitating third parties in evaluating the Services, and tampering with or attempting to access other user accounts or information of other users.

   You represent, warrant and covenant to DICK’S that (A) if you are using the Services on behalf of an Organization that you are an authorized representative of such Organization, (B) all materials provided by you to DICK’S or uploaded, stored, processed, contained included and/or integrated in the Service, including without limitation data and/or information forms, User Data (as defined below), and other data input by or on behalf of you to the Service: (i) is accurate, (ii) has been obtained with your consent; (iii) does not infringe on the intellectual property rights of any third party or any rights of publicity or privacy and you own or have the rights necessary for the use, processing, modification by DICK’S as contemplated herein; (iv) is not offensive or obscene or in violation of any law, rule, statute, ordinance, or regulation; (v) does not violate any right of privacy or publicity; (vi) does not contain unlawful, discriminatory, libelous, harmful, obscene or otherwise objectionable material of any kind; (vii) does not encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; and (viii) does not transmit or upload to the Service any virus, worm, defect, trojan horse, software bomb or other harmful or malicious code or feature that does or could interfere with, damage or degrade in any manner the performance or security of a Service or adversely affect another user of the Service, and (C) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, nor are you listed on any U.S. Government list of prohibited or restricted parties. Your use of the Services shall be subject to the “Restrictions on Use of the Websites” found in the Terms of Use.

   You represent and warrant that all User Data that is provided by you or on your behalf, or uploaded, stored, processed, contained included and/or integrated into the Services by you or on your behalf has been collected in accordance with applicable laws and with your full consent. You hereby consent to DICK’S use of the User Data as provided herein. If any of the User Data uploaded, stored, processed, contained included and/or integrated in the Services relates to children under the age of 13 (“Child Users”), you represent and warrant that prior to you providing such User Data to DICK’S, you, as the parent or guardian of such Child User, consent to: (i) send or store such Child User User Data in the Services, and (ii) to permit DICK’S to exercise its rights hereunder and under the Agreements with respect to such Child User. If you are not the parent or guardian of such Child User, you represent and warrant that you have obtained verifiable consent of the parent or guardian of such Child User to use the Child User User Data as provided herein. You shall provide copies of such consents to DICK’S upon request. In the event any such Child User (or the parent or guardian thereof) elects to withdraw such consent, you shall promptly notify DICK’S and DICK’S shall remove the Child User User Data from the Services. If such express consent is not provided you shall not send or store such Child Users User Data in the Services; and if you previously sent or stored Child Users User Data without such express consent, you shall immediately notify DICK’S and immediately remove any applicable User Data from the Services until you obtain such required express consent.

   You are responsible for all internet, communication, device and other equipment, and any other costs associated with the use of the Service. Use of the Service may impact your cellular data usage or other data plan.

4. Data. DICK’S will have the right to use any data collected or managed by DICK’S through the Services (e.g., player registration and e-commerce data) (collectively, the “User Data”), for advertising and marketing purposes, including without limitation, to send marketing communications, for benchmarking, analysis and research, and for such other lawful purposes as DICK’S may elect (collectively, the “Data Usage Rights”), subject to applicable privacy laws and the privacy policy provided through the Services. If User Data collected or managed through the Services is provided on behalf of a third party, you represent, warrant and covenant that you have notified such third parties of the Agreements and obtained all required consents. In addition, you grant DICK’S a limited, fully-paid, royalty free, worldwide, non-exclusive, irrevocable, right and license to use, reproduce, modify, adapt, enhance, improve, create derivative works of, edit, translate, distribute, and otherwise display the User Data: (i) for your benefit, and (ii) for the purpose of performing the Services; in compliance with DICK’S stated privacy policy. DICK’S disclaims all warranties as to the availability of the User Data. DICK’S shall have no liability or responsibility in the event that the User Data is deleted or removed from the Services.

5. Warranties and Limitation of Liability. ALL SERVICES PROVIDED BY DICK’S ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. DICK’S DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, AVAILABILITY, TITLE, NONINFRINGEMENT, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ANY WARRANTY OF COMPATIBILITY, OR ANY LIABILITY IN NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE SERVICE. DICK’S WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES RELATED TO YOUR USE OF THE SERVICES. DICK’S SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTIES NOR DEEMED TO BE IN DEFAULT OF THIS TSHQ LICENSE AGREEMENT, ON ACCOUNT OF ANY DELAYS, ERRORS, MALFUNCTIONS, COMPATIBILITY PROBLEMS OR BREAKDOWNS WITH RESPECT TO THE SERVICE, DICK’S EQUIPMENT, DATA OR SERVICES PROVIDED HEREUNDER.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CASES OF INTENTIONAL MISCONDUCT, IN NO EVENT WILL DICK’S AND/OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TSHQ LICENSE TERMS, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DICK’S OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

6. Indemnification. You shall indemnify, defend and hold harmless DICK’S, its past and present directors, affiliates, partners, officers, employees and agents from and against all liabilities, damages and expenses, claims for damages, suits, proceedings, recoveries, judgments or executions (including but not limited to litigation costs, expenses, and reasonable attorneys' fees) which may be suffered by, accrued against, charged to or recoverable from DICK’S, its past and present directors, affiliates, partners, officers, employees or agents by reason of or in connection with your use of the Service, your performance or failure to perform, as a result of your prohibited conduct, or improper performance of any of your obligations, including without limitation your breach of any applicable laws, rules, regulations or statutes in the use of the Service.

7. Modifications. DICK’S retains the right, in its sole discretion, to enhance, modify or alter the Service at any time (“DICK’S Modifications”). It shall be in DICK’S’ sole discretion to determine which DICK’S Modifications you receive.

8. Fees, Payments, Chargebacks, Refunds, Cancellations and Returns..

   • Fees. You understand and agree that you may be required to pay fees related to your use of or access to the Services, including but not limited to processing fees, registration processing fees, charge amounts, and/or other applicable fees (“Fees”) at the price(s) in effect when such Fees are incurred. You are responsible for paying all applicable taxes for the Services. You understand and agree that you may be required to pay Fees related to your use of or access to the Services subject to any Additional Terms applicable to such services, features or purchases. You acknowledge that DICK’S owns all right and interest in any collected Fees regardless of the actual costs incurred by DICK’S for providing the Services.

   • Services powered by Blue Sombrero - Payments, Chargebacks and Refunds. This subsection applies to Services powered by our affiliate Blue Sombrero. DICK’S is not a merchant bank. In assisting users in collecting payments, DICK’S is acting solely as a payment processor.

     • Organization. All payments will be processed via the Services and will be held by DICK’S (unless you have set up your own third party merchant). DICK’S will transfer registration fees collected by DICK’S (net of charges due to DICK’S, including all applicable Fees and taxes or other governmental charges) to the designated Organization account every week through Automated Clearing House (“ACH”) transfer. On a quarterly basis, DICK’S will debit against your designated Organization account all applicable Fees, taxes or other governmental charges, and/or any applicable return or chargeback fees incurred by DICK’S arising from the processing and/or resolution of any return or chargeback claim relating to your Organization. All Fees debited by DICK’S are non-refundable. You are responsible for presenting or re-presenting to the card issuer any challenge you may wish to bring to any return or chargeback claim. You agree at your own expense to assist DICK’S when DICK’S is requested to investigate any transactions processed through the Service that are the subject of a return or chargeback claim; however DICK’S shall have no obligation to conduct any such investigation. In the event of a return or chargeback claim, you are responsible for collecting any unpaid fees or charges directly from the Individual User initiating the chargeback. For additional information on our chargeback process please consult our FAQs.

     • Individual User. If you make a registration or other payment to an Organization via the Service, you agree that such transaction is between you and that Organization notwithstanding DICK’S rights to impose Fees on such transactions as described above; therefore any refund requests, including without limitation unauthorized or incorrect charges, must be made directly to the Organization. Any Fees charged by DICK’S for the Services are non-refundable. You agree to contact DICK’S in the event of a dispute before initiating a chargeback or return with your bank. In the event you make any chargeback claim, DICK’S may contact you and the Organization with regard to the claim.

   • Services powered by Affinity Sports - Payments, Chargebacks and Refunds. This subsection applies to Services powered by our affiliate Affinity Sports. DICK’S is not a merchant bank. In assisting users in collecting payments, DICK’S is acting solely as a payment processor.

     • Organization. All payments will be processed via the Services and will be held by DICK’S. DICK’S will transfer registration fees collected by DICK’S (net of charges due to DICK’S, including all applicable Fees and taxes or other governmental charges) to the designated Organization account every week through ACH transfer. Around the same time, DICK’S will debit against your designated Organization account all applicable Fees, taxes or other governmental charges, any applicable insufficient funds and/or return or chargeback fees incurred by DICK’S arising from the processing and/or resolution of any return or c hargeback claim relating to your Organization. All Fees debited by DICK’S are non-refundable. All invoiced fees are due within 30 days’ of invoice date. All late payments will accrue interest at a monthly rate of one percent (1%) or such lower amount as may be required by applicable law. DICK’s assumes no responsibility to resolve disputes regarding refund requests or return or chargeback claims, or to present or re-present any challenge to any return or chargeback claim. You are responsible for presenting or re-presenting to the card issuer any challenge you may wish to bring to any return or chargeback claim. In the event of a return or chargeback claim, you are responsible for collecting any unpaid fees or charges directly from the individual initiating the return or chargeback. At your sole discretion, you may elect to refund the Individuals User charge amounts, processing and other fees through the Service, which will be debited against your next ACH transfer. For additional information on how ACH, Credit Card, eCheck payments work please consult our FAQs.

     • Individual User. If you make a registration or other payment to an Organization via the Service, you agree that such transaction is between you and that Organization notwithstanding DICK’S rights to impose Fees on such transactions as described above; therefore any refund requests, including without limitation unauthorized or incorrect charges, must be made directly to the Organization. Any Fees charged by DICK’S for the Services are non-refundable.

   • Subscription Services. Any Fees to register to access subscription based Services (such as GameChanger or other subscription based Services) shall be paid through third party payment systems, app-stores utilized by DICK’S, or otherwise through the Services. All Fees paid for the Services are non-refundable, regardless of whether or not you actually use the Services. You are responsible for paying all applicable taxes for the Services and any other costs incurred in connection with the use of or access to the Services. If you register for a recurring subscription, you will continue to be charged for the Services until you cancel the Services. You may cancel a recurring subscription at any time by emailing [email protected]. Include the name and email address associated with your account. Some cancellations may require you to contact the third party app-store where you registered for the recurring subscription. Cancellation of your subscription will not release you from your responsibility to pay all charges incurred prior to cancellation. DICK’S reserves the right to issue refunds or credits in its sole discretion. If DICK’S issues a refund or credit, it is under no obligation to issue the same or similar refund in the future. All questions and requests related to the Services shall be submitted to [email protected] and 1-844-374-TSHQ.

   • Fanwear and Uniforms. Returns or refunds are not offered on customized fanwear or uniforms, or other Special Order items.

   • General Products. DICK’s Sporting Goods items will be returned or refunded in accordance with the refund policy found at http://www.dickssportinggoods.com/s/return-policy.

9. Third Party Providers. You acknowledge and agree that this Agreement is between you and DICK’S and not any third party (a “Third Party Provider”). All downloads and purchases made via a Third Party Provider are subject to such Third Party Provider’s terms and conditions (the “Third Party Terms of Use”). Such Third Party Provider shall have no obligation or responsibility for the operation, maintenance, use or support of the Services, except as otherwise provided in the Third Party Terms of Use. All claims related to the Services are to be submitted to DICK’S as provided herein.

10. General Provisions. No waiver by DICK’S of any provision or any breach of the Agreements, including this TSHQ License Agreement constitutes a waiver of any other provision or breach of the Agreements, including this TSHQ License Agreement and no waiver shall be effective unless made in writing. The right of DICK’S to require strict performance and observance of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing. You shall not sell, assign, license, sub-license, or otherwise convey in whole or in part to any third party the Agreements, including this TSHQ License Agreement or the Services provided hereunder without the prior written consent of DICK’S. The Agreements, including this TSHQ License Agreement are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of laws. Any matter and/or dispute relating in any way to the Services, including compliance with this TSHQ License Agreement, shall be submitted to binding confidential arbitration in Pittsburgh, Pennsylvania as provided herein. Notwithstanding the foregoing, to the extent that you have in any manner violated or threatened to violate DICK’S intellectual property rights, DICK’S may seek injunctive or other appropriate relief in the state courts of the Commonwealth of Pennsylvania or the United States District Court for the Western District of Pennsylvania, and you consent to exclusive personal jurisdiction and venue in such courts. This TSHQ License Agreement, along with the Agreements constitute the final and complete understanding and agreement between the parties concerning the subject matter hereof. DICK’S may amend and modify this TSHQ License Agreement at any time, and in the event we make a material change that would materially adversely affect your rights we will provide you with written notice of the amendment or modification (which may be provided through the Service) and such amended TSHQ License Terms shall be binding upon you. The use of the Service after notification of the amendment or modification of this TSHQ License Agreement, shall be deemed acceptance of the amended TSHQ License Agreement. In the event of a conflict between this TSHQ License Agreement, the License Agreement, the Terms of Use, the Privacy Policy, the Content Usage Policy and any Additional Terms; the License Agreement shall govern, followed by this TSHQ License Agreement, followed by the Content Usage Policy, followed by the Terms of Use, followed by the Privacy Policy, and then the Additional Terms.