TERMS AND CONDITIONS OF USE

ARTICLE I: DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Account" means the unique account created by or for a User to access and use certain features of the Service.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Company, where "control" means the possession of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
• "Applicable Law" means all applicable laws, statutes, regulations, ordinances, treaties, guidelines, and orders of any governmental authority having jurisdiction.
• "Content" means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, whether publicly posted or privately transmitted through the Service.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals, and extensions, under the laws of any state, country, territory, or other jurisdiction.
• "Player" means any individual whose athletic profile, statistics, media, or other information is displayed on the Platform, whether or not such individual is a registered User.
• "Recruiter" means any User who accesses the Service for purposes of evaluating, scouting, recruiting, or otherwise assessing Players for educational, athletic, or professional opportunities.
• "Subscription" means a paid plan that grants access to premium features of the Service, as described on the Platform.
• "User" means any individual or entity that accesses or uses the Service, whether or not such individual or entity has created an Account.
• "User Content" means any Content that a User submits, posts, uploads, publishes, or otherwise transmits through the Service.

Section 1.2 — Interpretation

Unless the context otherwise requires: (a) references to "including" or "includes" shall mean including or includes without limitation; (b) references to any law or regulation include all amendments, modifications, or replacements thereof; (c) the singular includes the plural and vice versa; (d) references to "dollars" or "$" mean United States Dollars; and (e) section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

ARTICLE II: ELIGIBILITY AND ACCOUNT REGISTRATION

Section 2.1 — Age Requirements and Restrictions

(a) Minimum Age. The Service is not intended for, and may not be used by, children under the age of thirteen (13) years. By using the Service, you represent and warrant that you are at least thirteen (13) years of age. If you are under thirteen (13) years of age, you are expressly prohibited from using the Service and must immediately discontinue any use thereof.

(b) Users Between 13 and 18. If you are at least thirteen (13) years of age but under eighteen (18) years of age (or the age of legal majority in your jurisdiction, if different), you represent and warrant that: (i) you have obtained verifiable consent from your parent or legal guardian to use the Service and to enter into this Agreement; (ii) your parent or legal guardian has read, understood, and agreed to be bound by these Terms on your behalf; and (iii) your parent or legal guardian agrees to be responsible for your compliance with these Terms and for any and all activities that occur under your Account. We reserve the right to require proof of parental or guardian consent at any time and to terminate any Account for which such consent cannot be verified.

(c) Organizational Users. If you are using the Service on behalf of a school, organization, company, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

Section 2.2 — Account Registration and Security

(a) Account Creation. To access certain features of the Service, you must register for an Account by providing accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.

(b) Account Security. You are solely responsible for: (i) maintaining the confidentiality of your Account credentials, including your password; (ii) all activities that occur under your Account; and (iii) promptly notifying Company at support@metaafricasports.com of any unauthorized use of your Account or any other breach of security. Company shall not be liable for any loss or damage arising from your failure to comply with this Section.

(c) Account Restrictions. You may not: (i) create more than one (1) Account; (ii) share your Account credentials with any third party; (iii) permit any third party to access or use the Service through your Account; (iv) sell, transfer, license, or assign your Account or any Account rights; or (v) use another User's Account without express written permission from Company.

(d) Verification. Company reserves the right, but has no obligation, to verify the identity of Users and the accuracy of Account information. Company may, in its sole discretion, require additional verification, refuse registration, or suspend or terminate any Account at any time for any reason.

ARTICLE III: THE SERVICE

Section 3.1 — Description of Service

The Service is an online platform designed to connect basketball Players with Recruiters, coaches, scouts, educational institutions, and other parties interested in athletic talent evaluation and recruitment. The Service may include, without limitation: Player profiles and statistics; video and multimedia content; messaging and communication tools; scouting reports and evaluations; event listings and information; and subscription-based premium features. Company reserves the right to modify, suspend, or discontinue any aspect of the Service at any time without notice or liability.

Section 3.2 — No Guarantees

THE SERVICE IS PROVIDED SOLELY AS AN INFORMATIONAL AND COMMUNICATION PLATFORM. COMPANY DOES NOT GUARANTEE, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR:

• Any scholarship, admission, roster placement, contract, employment, or other opportunity;
• The accuracy, completeness, timeliness, or reliability of any Player information, statistics, evaluations, or other Content on the Platform;
• The qualifications, intentions, or conduct of any Recruiter, scout, coach, institution, or other User;
• The outcome of any interaction, communication, or transaction between Users;
• Any athletic, academic, or professional development or advancement;
• The suitability of any Player for any particular program, team, or opportunity.

Users are solely responsible for conducting their own due diligence and for all decisions made based on information obtained through the Service.

Section 3.3 — Third-Party Services and Integrations

The Service may contain links to, or integrate with, third-party websites, services, applications, or resources (collectively, "Third-Party Services"), including but not limited to: payment processors (e.g., Stripe), authentication providers (e.g., Google), cloud infrastructure providers (e.g., Supabase, Vercel), and analytics services. Company does not control, endorse, or assume any responsibility for any Third-Party Services. Your use of any Third-Party Services is at your own risk and subject to the terms and conditions and privacy policies of such Third-Party Services. You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

ARTICLE IV: USER CONTENT AND CONDUCT

Section 4.1 — User Content

(a) Ownership. You retain all ownership rights in your User Content. However, by submitting, posting, or displaying User Content on or through the Service, you hereby grant Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content in connection with operating, promoting, and improving the Service and developing new services. This license continues even if you stop using the Service, to the extent your User Content has been shared with others who have not deleted it.

(b) Representations and Warranties. You represent and warrant that: (i) you own or have obtained all rights, licenses, consents, permissions, power, and authority necessary to grant the rights granted herein for any User Content you submit; (ii) your User Content does not and will not violate any Applicable Law or infringe, misappropriate, or violate any third party's Intellectual Property Rights, rights of publicity, rights of privacy, or other proprietary rights; (iii) your User Content does not contain any viruses, malware, spyware, or other harmful code; and (iv) your User Content is accurate and not misleading.

(c) Content Involving Minors. If you submit User Content that includes images, videos, or information about any individual under the age of eighteen (18), you represent and warrant that you have obtained all necessary consents from such individual's parent or legal guardian, and that such Content complies with all Applicable Laws regarding minors' privacy and protection.

Section 4.2 — Prohibited Conduct

You agree not to engage in any of the following prohibited activities in connection with the Service:

• Illegal Activities: Violating any Applicable Law, including without limitation laws regarding data protection, privacy, anti-spam, export control, consumer protection, unfair competition, and anti-discrimination.
• Harmful Content: Posting, uploading, or transmitting any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Child Safety: Posting, uploading, or transmitting any Content that exploits, harms, or endangers children in any way, including but not limited to child sexual abuse material (CSAM). Company maintains a zero-tolerance policy and will report any such Content to the National Center for Missing & Exploited Children (NCMEC) and appropriate law enforcement authorities.
• Impersonation and Fraud: Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity, including but not limited to claiming to be a coach, recruiter, or representative of an institution when you are not.
• Intellectual Property Infringement: Posting, uploading, or transmitting any Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
• Unauthorized Access: Accessing or attempting to access any portion of the Service, other Users' Accounts, or any computer systems or networks connected to the Service through hacking, password mining, or any other unauthorized means.
• System Interference: Interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Service.
• Data Harvesting: Using any robot, spider, scraper, or other automated means to access the Service for any purpose, or collecting or harvesting any personally identifiable information from the Service.
• Commercial Exploitation: Using the Service for any commercial purpose not expressly permitted by Company, including soliciting Users for outside services, advertising, or spam.
• Circumvention: Attempting to circumvent any content-filtering techniques, security measures, or access controls that Company employs on the Service.

Section 4.3 — Content Moderation and Removal

Company reserves the right, but has no obligation, to monitor, review, edit, or remove any User Content at any time and for any reason, including Content that Company determines, in its sole discretion, violates these Terms, is objectionable, or may expose Company or Users to harm or liability. Company may also disclose User Content and related information if required by law or if Company believes in good faith that such disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its Users, and the public.

ARTICLE V: SUBSCRIPTIONS AND PAYMENTS

Section 5.1 — Subscription Plans

Certain features of the Service may be available only to Users who subscribe to a paid Subscription plan. The features, pricing, and terms of Subscription plans are described on the Platform and may be modified by Company from time to time. By subscribing to a paid plan, you agree to pay all applicable fees and charges in accordance with this Article.

Section 5.2 — Billing and Payment

(a) Payment Processing. All payments are processed by our third-party payment processor, currently Stripe, Inc. ("Payment Processor"). By providing payment information, you authorize Company and the Payment Processor to charge your designated payment method for all fees and charges incurred. Your use of the Payment Processor's services is subject to the Payment Processor's terms of service and privacy policy.

(b) Recurring Charges. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected by you). Your Subscription will automatically renew at the end of each billing period unless you cancel your Subscription before the renewal date.

(c) Price Changes. Company reserves the right to change Subscription prices at any time. Any price changes will take effect at the start of the next billing period following notice to you. Your continued use of the Service after the price change constitutes your agreement to pay the modified amount.

(d) Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties (excluding only taxes based on Company's net income).

Section 5.3 — Cancellation and Refunds

(a) Cancellation. You may cancel your Subscription at any time through your Account settings or by contacting support at support@metaafricasports.com. Upon cancellation, your Subscription will remain active until the end of the current billing period, after which you will not be charged further and your access to premium features will be downgraded.

(b) Refund Policy. EXCEPT AS REQUIRED BY APPLICABLE LAW, ALL FEES AND CHARGES ARE NON-REFUNDABLE. NO REFUNDS OR CREDITS WILL BE PROVIDED FOR PARTIAL BILLING PERIODS, UNUSED FEATURES, OR SUBSCRIPTION DOWNGRADES. Company reserves the right to grant refunds or credits at its sole discretion on a case-by-case basis.

ARTICLE VI: INTELLECTUAL PROPERTY

Section 6.1 — Company's Intellectual Property

The Service and its entire contents, features, and functionality (excluding User Content) — including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement — are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your personal, non-commercial use in accordance with these Terms. Any other use of the Service or its contents without the prior written consent of Company is strictly prohibited.

Section 6.2 — Trademarks

"Meta Africa Sports," the Meta Africa Sports logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Company or its affiliates or licensors. You may not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

Section 6.3 — Copyright Infringement / DMCA Policy

Company respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), Company will respond to notices of alleged copyright infringement that comply with the DMCA and are properly submitted to our designated agent. If you believe that your copyrighted work has been copied and is accessible on the Service in a way that constitutes copyright infringement, please provide the following information to our designated agent:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and where it is located on the Service;
• Your contact information, including address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
• A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

DMCA notices should be sent to: support@metaafricasports.com

ARTICLE VII: DISCLAIMERS AND LIMITATION OF LIABILITY

Section 7.1 — Disclaimer of Warranties

Section 7.2 — Limitation of Liability

Section 7.3 — Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, Company's liability will be limited to the greatest extent permitted by law.

ARTICLE VIII: INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any Applicable Law or the rights of any third party; or (e) any dispute between you and any third party. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Company's defense of such claim. You shall not settle any claim that adversely affects Company or the Indemnified Parties without Company's prior written consent.

ARTICLE IX: DISPUTE RESOLUTION

Section 9.1 — Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles that would require or permit the application of the laws of any other jurisdiction.

Section 9.2 — Exclusive Jurisdiction and Venue

Any legal suit, action, or proceeding arising out of or relating to these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in Miami-Dade County. You irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waive any objection based on improper venue or forum non conveniens.

Section 9.3 — Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Section 9.4 — Class Action Waiver

YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE IN WRITING, ANY COURT ADJUDICATING ANY DISPUTE HEREUNDER MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

ARTICLE X: TERMINATION

Section 10.1 — Termination by Company

Company may, in its sole discretion, at any time and for any or no reason, with or without prior notice: (a) suspend or terminate your Account and/or access to all or any part of the Service; (b) delete any Content or information that you have posted on the Service; and (c) take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Service. Without limiting the foregoing, Company may suspend or terminate your Account for: (i) breach of these Terms; (ii) requests by law enforcement or other government agencies; (iii) unexpected technical or security issues; (iv) extended periods of inactivity; or (v) engagement in fraudulent or illegal activities.

Section 10.2 — Termination by User

You may terminate your Account at any time by discontinuing use of the Service and contacting us at support@metaafricasports.com to request Account deletion. Note that some information may be retained in our systems as required by law or for legitimate business purposes.

Section 10.3 — Effect of Termination

Upon termination of your Account for any reason: (a) your right to use the Service will immediately cease; (b) you will not receive any refunds for any Subscription fees or other amounts paid; (c) any provisions of these Terms that by their nature should survive termination shall survive (including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability); and (d) Company may delete your Account and any User Content associated therewith, except to the extent required to be retained by Applicable Law.

ARTICLE XI: GENERAL PROVISIONS

Section 11.1 — Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Company concerning the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between you and Company with respect to the Service.

Section 11.2 — Amendment

Company reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Service and updating the "Effective Date" at the top of these Terms. We may also, in our discretion, notify you via email or through the Service. Your continued use of the Service after any such modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service. Company may require you to affirmatively re-accept the Terms as a condition of continued access.

Section 11.3 — Waiver

No waiver by Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Section 11.4 — Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

Section 11.5 — Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without Company's prior written consent. Any purported assignment, delegation, or transfer in violation of this Section shall be null and void. Company may freely assign these Terms and its rights and obligations hereunder without notice or consent.

Section 11.6 — Notices

All notices, requests, and other communications to Company under these Terms shall be in writing and sent to support@metaafricasports.com. Company may provide notices to you via email to the address associated with your Account, by posting on the Service, or by any other reasonable means.

Section 11.7 — Force Majeure

Company shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond Company's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, internet or telecommunications infrastructure failures, or power outages.

Section 11.8 — No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

ARTICLE XII: CONTACT INFORMATION

If you have any questions about these Terms or the Service, please contact us at: