The following License Agreement is presented during the FlexSport On Demand registration process. Applicants to FlexSport On Demand click an "I Agree" button that confirms their acceptance of the License Agreement.

FlexSport On Demand^TM
License Agreement for Content Syndication

This License Agreement for Content Syndication (this "Agreement") is entered into by and between XML Team Solutions, Inc., a New York corporation ("XML Team") and the FlexSport On Demand Member registering online and becoming a party hereto ("FOD Member").

RECITALS

WHEREAS, XML Team receives sports information, including but not limited to sports scores, schedules, standings, statistics and news (collectively, the "Content") via third-party content providers; and

WHEREAS, XML Team wishes to provide the Content to FOD Member pursuant to a limited, non-exclusive license herein provided, and FOD Member wishes to so receive the Content pursuant to such license;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Grant of License.

XML Team hereby grants FOD Member a limited, non-exclusive license to retrieve the Content in order to store, format, and display the Content solely for the purposes and in the manner set forth herein.

FOD Member may format the Content, including, but not limited to, displaying portions of the Content online, adapting the Content for wireless and/or audio devices and otherwise modifying the "look-and-feel" and layout of the Content. In all cases, FOD Member agrees that it shall strictly maintain the editorial integrity of the Content.

XML Team grants archive rights to FOD Member to archive and use the Content while FOD Member is a member of FlexSport On Demand with an up-to-date profile detailing its contact information and its usage of the Content, and not in breach of any of its contractual obligations to XML Team. In the event the contractual relationship between XML Team and FOD Member shall terminate for any reason, or FOD Member is in breach of any of its contractual obligations to XML Team, then all archive rights provided hereunder to FOD Member shall cease immediately and FOD Member must immediately cease republication of all Content.

Section 2. Pricing and Payment Method.

FOD Member shall be able to purchase, via credit card on the XML Team website, credits ("Credits") that it can use to purchase individual items of Content. The number of Credits charged for any particular item of Content shall be listed on FlexSport On Demand's pricing page, and may be changed at any time by XML Team provided that it has given at least seven (7) days prior notice of any such price change. Notice shall be provided via an update clearly posted by XML Team within the FOD Member Center section of the website. Credits purchased shall not expire and shall not be refundable. FOD Member shall be charged for each time it downloads an item of Content such that if FOD Member downloads the same item of Content more than once it shall be charged each time it downloads such item of Content.

XML Team shall use its best efforts to provide FOD Member with editorial revisions and corrections to items of Content at no charge, provided that FOD Member has purchased an earlier revision of that item of Content. In the event that FOD Member believes that an item of Content it has purchased contains an inaccuracy, and XML Team has not made available a freely downloadable revision of that item of Content which does not contain the claimed inaccuracy, FOD Member may apply to have the Credit(s) it used to purchase the item of Content reinstated to its account by posting a request via XML Team's online technical support system.

Requests for Credit reinstatements must be accompanied by the unique identification code for the document which FOD Member claims contained an inaccuracy, and either a detailed description of the claimed inaccuracy or the unique identification code of another document made available by XML Team that has corrected the claimed inaccuracy. The final decision as to whether or not a Content item contains an inaccuracy shall be made by XML Team in its sole and unreviewable discretion.

Section 3. XML Team's Obligations.

(a) Content Deliverables. XML Team will make available normalized data in the SportsML format and selected renditions of the Content, as produced by XML Team's rendering processors. XML Team shall use reasonable efforts to keep the Content Inventory list accurate and updated, but makes no guarantees as to whether documents listed there will appear in the FlexSport On Demand database.

(b) Service. XML Team will maintain hosting of the Content for delivery or transmission to FOD Member for a minimum of 95% uptime per month, exclusive of any scheduled maintenance or failure due to a Force Majeure Event (as such term is defined herein).

Section 4. FOD Member's Obligations.

(a) Use Terms and Conditions. FOD Member shall use the Content according to the following terms and conditions:

1. FOD Member shall strictly maintain the editorial integrity of the Content. FOD Member shall not introduce and/or mix new data values, new metadata values, or editorial information with Content obtained from XML Team, unless such information is mathematically derivable from the data supplied or unless the Content components retrieved from XML Team are clearly noted.

2. FOD Member may republish only Content that has been purchased by FOD Member from XML Team and not any Content obtained from XML Team's Trial Database and/or any Content obtained via XML Team's Content Availability Listings.

3. Within any one minute, FOD Member may not make more than one query provided free of charge, such as requests for Content Availability Listings, requests for editorial revisions, and requests for corrections to documents previously puchased by FOD Member.

4. Prior to republishing any Content, FOD Member shall render such Content into a formatting language. FOD Member may not publish or distribute the Content in either the same SportsML format supplied by XML Team or in another XML format that has the same metadata emphasis and design goals as SportsML, as determined by XML Team in its sole and unreviewable discretion.

(b) Attribution. FOD Member shall display a notification alongside all renditions of the Content attributing the URLs of the original publisher of the data and the distributor of the data, as described in the Attribution page in the Technical Details section of the FlexSport On Demand online documentation.

FOD Member must also display user restrictions, in a prominent area of every publication featuring the Content, prohibiting any subscriber or end-user from transmitting, framing, reproducing, distributing or copying the Content, as described in the Attribution page in the Technical Details section of the FlexSport On Demand online documentation.

(c) Membership Information and Content Usage. FOD Member shall update and keep current all membership information associated with it, including but not limited to its description of how and where it is using the Content (the "Usage Contexts"). In the event that FOD Member wishes to modify the Usage Contexts it has previously provided, FOD Member shall submit via XML Team's online technical support system a request for any such modification to XML Team prior to displaying the Content with such new Usage Context. The decision whether to allow any such modification in Usage Context shall be made by XML Team in its sole and unreviewable discretion.

XML Team reserves the right to withhold its approval of any application to become a FOD Member based upon the Usage Contexts described for any reason whatsoever.

(d) Confidentiality: FOD Member shall (i) keep its username and password for FlexSport On Demand strictly confidential and (ii) prevent unauthorized usage of its account. FOD Member shall prevent unauthorized copying or distribution of the Content.

FOD Member acknowledges that Confidential Information (as such term is defined herein) shall be disclosed to it by XML Team. FOD Member shall not disclose the Confidential Information to anyone other than such party's employees, directors, officers and agents, and only in the event that such parties are required to know such Confidential Information in order to fulfill FOD Member's rights and obligations under this Agreement. "Confidential Information" shall mean any proprietary or confidential information, including, without limitation, any plans or any other information relating to engineering, present or future products and services or business.

Section 5. Termination. XML Team may terminate this Agreement on commercially reasonable grounds at any time. For example only and not by way of limitation, XML Team may terminate the Agreement with an FOD Member that has not purchased Content for a significant period of time. XML Team shall refund unused credits for any FOD Member whose Agreement is terminated for any reason other than a material breach of this Agreement. The decision whether to refund unused Credits for FOD Members whose Agreement is terminated for a material breach of this Agreement shall be made by XML Team in its sole and unreviewable discretion. In the event of a termination of this Agreement by XML Team, FOD Member may no longer publish the Content.

Section 6. Ownership of Intellectual Property Rights. FOD Member hereby agrees and acknowledges that XML Team and/or the providers of the Content retain all rights in and to the Content and that FOD Member has not acquired any rights whatsoever in and to the Content except as provided herein.

Section 7. Indemnification. FOD Member will indemnify, defend and hold harmless XML Team from and against every claim, allegation, damage, liability and obligation, including without limitation attorneys' fees and court costs (collectively, "Losses"), to the extent related to any act or omission by FOD Member or its agents, employees, representatives, or clients, concerning: (a) the hosting operation, transmission, delivery, facilitating or arranging for transmission or delivery, alteration, modification, reformatting of the Content by FOD Member or its agents, employees, representatives, or clients; (b) any claim that FOD Member's modification or alteration of the Content infringes, violates or misappropriates any third party's copyright, U.S. patent, trademark, rights of privacy, publicity, moral rights or any other proprietary right, or violates any applicable law, rule or regulation; or (c) the breach of any representation or warranty made by FOD Member.

Section 8. Limitation of Liability.

(a) Content Shall be Delivered on "As Is" Basis. The delivery of the Content shall be on an "as is" basis and, except as otherwise provided herein, XML Team disclaims any and all warranties, including but not limited to the implied warranties of fitness and merchantability for a particular purpose relating to this Agreement, the service, the Content, or performance under this Agreement. For example only and not by way of limitation, XML Team does not warrant the accuracy, timeliness, completeness, adequacy, merchantability or fitness for a particular purpose of the Content, and XML Team shall not be liable to FOD Member or to any third party with respect to any actual or alleged inaccuracy, untimeliness, incompleteness, inadequacy, unmerchantability or unfitness. FOD Member shall not make any statement respecting the Content that is contradictory to or inconsistent with the foregoing statements.

(b) Limitation of Damages. XML Team shall not be liable for any indirect, incidental, special or consequential damages, including lost profits, whether or not foreseeable, arising under or out of the performance of this Agreement, whether or not XML Team had any knowledge, actual or constructive, that such damages might be incurred, whether based on breach of warranty, contract, negligence or strict liability.   

Section 9. Miscellaneous.

(a) Notices. All notices to any party required or permitted hereunder shall be sent by email to the primary contact email supplied by FOD Member and to

(b) Force Majeure. If XML Team is prevented from performing any of its obligations under this Agreement due to any cause beyond its control, including, without limitation, an Act of God, fire, flood, war, terrorism, strike, embargo, explosion, government regulation, civil or military authority, acts or omissions of vandals or hackers (a "Force Majeure Event") the time for XML Team to rectify any problems will be extended for the period of the delay or the inability to perform due to such occurrence.

(c) Limits on Authority. Nothing in this Agreement shall be construed to make the parties hereto partners or joint venturers. Except as provided herein, neither party shall have the authority to bind the other without the other party's prior written consent.

(d) Public Announcement. XML Team shall have the right to publicize in any medium that it wishes the total number of FOD Members, but shall not have the right to disclose client names or other client-specific information without prior written consent from FOD Member.

(e) Governing Law. The provisions of this Agreement shall be governed by and in accordance with the laws of the State of New York without regard to conflict of law principles thereof. Except as required herein, the parties agree to submit for final resolution of any disputes to the jurisdiction of the Supreme Court of the State of New York or the United States District Court for the Southern District of New York.

(f) No Assignment. FOD Member may not assign its rights and obligations under this Agreement, in whole or in part, without the prior written consent of XML Team, which such consent shall not be unreasonably withheld.

(g) Survival. Those sections in this Agreement covering Confidentiality and Limitation of Liability shall survive any termination of this Agreement.

(h) Severability. In the event any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law. Other provisions of this Agreement shall remain in full force and effect.

(i) No Modification. No modification or amendment of this Agreement shall be binding unless in writing and executed by the parties hereto.