Terms and Conditions of Use- Ver. 05.01.03 1. Disclaimers There are no implied or expressed warranties on the materials in this site; the materials and information provided herein are provided to readers and Dealers “as is.” The SportsLife disclaims any warranty of any kind, whether express or implied, as to any matter whatsoever relating to this service. The company does not provide any representations or warranties as to the products or services of any users or Dealers, and each Dealer engaging in business with other Dealers should exercise his or her own independent judgment and/or review before doing so. Additionally, the company does not warrant that the functions contained in the materials will be uninterrupted or error-free. The company will seek to correct any problems contained within the site as soon as any are discovered. 2. Limitation of Liability The SportsLife Enterprises, Inc., and its affiliates are not liable under any circumstances- including but not limited to negligence-for any special or consequential damages that may result form the use of, or the inability to use, the materials on this site. The SportsLife Enterprises, Inc., and its affiliates are not liable for damages or injury, including but not limited to damages or injury caused by any performance, failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft of destruction or unauthorized access to, alteration of, or use of information, whether resulting, in whole or in part, from breach of contract, tortious behavior, negligence, or otherwise. 3. Ownership and Maintenance of Website It is understood that SportsLife Enterprises, Inc owns and operates this site and all the provisions and concepts contained therein. Any current or future trademarks, service marks, and trade names displayed on this site are proprietary to the company, except as explicitly noted otherwise below. At no time shall any Dealer disclose to anyone or utilize for its own business purposes any confidential or business information contained on this site, or any trade secrets or business programs or methods. The content and business methods employed by SportsLife Enterprises, Inc., are proprietary in nature and cannot be taken or used without prior written consent. SportsLife Enterprises, Inc. reserves the right to change, modify, add, or remove portions of these terms at any time. We therefore suggest that you check these terms periodically for possible changes. If you use this website after we post changes to the terms, it is understood by your acceptance that you accept the changed terms. SportsLife Enterprises, Inc. expressly reserve the right to monitor any and all use of this website. 4. Restrictions on Use of Materials It is agreed that you, other users and sites may not: •Copy, reproduce, republish, upload, post, transmit, or distribute in any way material from the SportsLife Enterprises, Inc. website or any website owned, operated, licensed, or controlled by the SportsLife Enterprises, Inc., except as specifically stated otherwise below; •Copy, modify, or display SportsLife Enterprises, Inc., logo, text, or graphic images in any way without the company’s prior written permission unless otherwise expressly provided below; •Redeliver any of the pages, text, images, or other content of the company’s website without the company’s express written permission; •Modify or use the pages, text, images, or other content from this website for any other purpose; or •Utilize any information, form or content contained in this site. The company reserves the right to take all measures necessary to prevent any prohibited uses, including denial or termination of service. It is further agreed that you may not use the information contained on this site to engage in any solicitation or procurement of services other than the use intended herein. 5. Non-competition You agree that you will not compete with SportsLife Enterprises, Inc. for as long as this Agreement is in place either directly or indirectly, or participate and/or engage in, with or for any enterprise, business or company, competitive with the business of SportsLife Enterprises, Inc., or utilize SportsLife Enterprises, Inc. business programs, concepts or methods to help set up any similar business or enterprise that would compete with SportsLife Enterprises, Inc. For the period while Dealer remains a SportsLife Dealer and for 5 years from the date of any valid termination of that relationship, you agree that you will not, directly or indirectly, or on its own behalf or as a partner, stockholder, joint venture or any other business capacity, conduct any business with any party or enterprise engaging in or otherwise participate in any business activities which would in any way reasonably be expected to be in competition with SportsLife Enterprises, Inc. You shall not in any way utilize SportsLife Enterprises, Inc. customer lists or confidential or proprietary information in any manner other than the manner agreed by SportsLife Enterprises, Inc. Dealer or any employee, agent or representative of Dealer will not at any time, or in any manner, either directly or indirectly, use for the personal benefit of Dealer or divulge, disclose or communicate in any manner any information that is proprietary to SportsLife. Confidential information includes but is not limited to, supplier information, Dealer Manual, and information obtained within the Dealers Only Web Site. Dealer shall protect such information and treat it as strictly confidential. The obligation of Dealer not to disclose proprietary information shall continue for five years after termination of its business relationship with SportsLife. Dealer agrees not to record or compile or store information which is posted or shown in the SportsLife Dealers Web Site. In addition, Dealer agrees not to directly or indirectly solicit, induce or attempt to induce any dealer of SportsLife to terminate his or her Dealership with SportsLife. The Dealer agrees not to directly or indirectly solicit, induce or attempt to induce any current or past SportsLife Dealer to join or buy into another buying group, dealership or another business or enterprise that competes in any manner or provides similar services as SportsLife 6. Non-Disclosure Dealer or any employee, agent or representative of Dealer will not at any time, or in any manner, either directly or indirectly, use for the personal benefit of Dealer or divulge, disclose, compile, store or communicate in any manner any information that is displayed within the Dealers Only Web Site or is proprietary to SportsLife. Dealer shall protect such information and treat it as strictly confidential. The obligation of Dealer not to disclose proprietary information shall continue for 5 years after termination of its business relationship with SportsLife. Dealer will not share, redistribute or otherwise make known their username and password. 7. Termination You agree that if you maliciously cause harm of any kind to SportsLife Enterprises, Inc., SportsLife vendors, or SportsLife Enterprises, Inc. Dealers you will forfeit all your rights and privileges as a SportsLife Enterprises, Inc. Dealer and your Dealership may be terminated. Harm includes but is not limited to compiling contact information, distribution of computer viruses, racial or sexually explicit postings on any message or bulletin board. The use of SportsLife’s web sites for any activity that violates any local, state, federal or international law, order or regulation is a violation of this Policy. Prohibited activities include, but are not limited to: •Posting or disseminating material which is unlawful (such as child pornography or obscene material). •Disseminating material which violates the copyright or other intellectual property rights of others. You assume all risks regarding the determination of whether material is in the public domain. •Pyramid or other illegal soliciting schemes. •Any fraudulent activities, including impersonating any person or entity or forging anyone else's digital or manual signature. 8. Modifications Any modifications to this Agreement shall be signed by both parties and executed in writing. 9. Provisions The parties have attempted to limit the non-compete provisions contained herein so that they apply only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. In addition, if a court finds that any provision of this Agreement is invalid and unenforceable, but that by limiting said provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 10. Injunctive Relief It is agreed that if Dealer violates the terms of this Agreement, irreparable harm will occur, and monetary damages alone will be insufficient to compensate SportsLife. Therefore, SportsLife shall be entitled to seek injunctive relief to enforce the terms of this Agreement. 11. Assigns This Agreement shall be binding on the parties and on their heirs, successors and assigns. 12. Governance This contract shall be governed by the laws of the State of Virginia and any lawsuit brought pursuant to this contract shall be brought in the Courts of Prince William County, Virginia. Dealer hereby consents to the jurisdiction of the Courts of Prince William County, Virginia and waives any lack of personal jurisdiction over it. 13. Jointly Prepare Parties agree that if this Agreement must be construed in any fashion by a court, the Agreement shall be deemed a jointly prepared agreement and neither party shall receive the benefit of any rule of construction construing a document more strictly against one party or the other. 14. Notices Any notices to be provided to either party shall be delivered to that party at the address on file or to such other address provided by the party in writing. All notice shall be sent by certified mail, return receipt requested. 15. General The dealer understands and acknowledges that neither SportsLife nor any of its employees or representatives has made any claims or representations whatsoever regarding potential revenues, earnings or profits that a dealer may achieve as the owner of a SportsLife dealership. In addition, Dealer and SportsLife hereby agree that this written agreement encompasses the full and complete understanding of the parties, and no other representation, promises, oral or written, have been made or relied upon. No waiver or modification of this contract shall be effective unless made in writing. The dealer has received the full disclosure document and had adequate time to review it. In witness whereof, the parties hereto have executed this Agreement effective as of the date first submitted via the web site. By submitting this form, the Dealer agrees to the terms of this document.