PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND LEAGUE, INC. STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE LEAGUE HBX ^TM TRIAL. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY.

BY CLICKING “I ACCEPT” OR BY USING THE LEAGUE HBX ^TM TRIAL, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT,” AND DO NOT USE THE LEAGUE HBX ^TM TRIAL.

1. Agreement Definitions. “League”, and “Us” and “Our” refers to League, Inc. “You” and “Your” refers to the entity that has ordered the League HBX ^TM Trial by having clicked “I ACCEPT” during the order process or otherwise having used the League HBX ^TM The terms “League HBX ^TM Trial,” the “Trial,” and the “Services,” mean the service offerings that League makes available through the web or app, including any software (including League programs), technology platform, Health Concierge, the Marketplace, the Rewards Program, the LSA Program, and other materials and services that League makes available as part of the services for your access and use with the trial. The term “Employees” means those individuals authorized by You or on Your behalf to use the Services.
2. Free Trial Period. This Agreement is effective upon your acceptance of this Agreement (the “Effective Date”) and will terminate ninety (90) days from the Effective Date unless ended earlier in accordance with this Agreement or extended by mutual consent in writing (the “Trial Period”). During the Trial Period the Services will be offered, for free, subject to any limitations or restrictions implemented by League from time to time. Any additional costs or expenses payable by You, shall be approved by You in writing. If You would like to use the Services after the Trial Period You must purchase such Services from League under a separate contract.
3. Health Concierge. You or the Employees may have access to a chat, phone or an email based program (“Health Concierge”) where Employees can ask general health and wellness related questions in areas such as, but not limited to: (a) mental wellness; (b) accessing health services; and (c) nutrition each from a non-physician or other health care provider or professional (“Authorized Non-Physician Provider”). The Health Concierge is delivered by an Authorized Non-physician Provider, who may be employed or retained by a sub-contractor such as Virtual Concierge Services Corp. (each a “Health Concierge Sub-Contractor”). The relationship between the Employee and an Authorized Non-physician Provider is a provider-patient relationship. League Inc. is not a party to that relationship. Authorized Non-Physician Providers will not diagnose Employees’ illness or give or prescribe medicine to Employees. They will direct Employees to the most appropriate level of care or may put Employees in contact with a health professional who can advise them as to next steps. Use of the Health Concierge will be subject to Terms of Use, FAQ or other policies and terms that may be provided or posted by Us from time to time (“Health Concierge Guidelines”). We or any Health Concierge Sub-Contractor will have no liability for any harm or damage arising out of or in connection with the use of the Health Concierge.
4. Marketplace. You or the Employees will have access to an online marketplace of goods and services through the League Platform (the “Marketplace”). League makes no representations, warranties or guarantees to You or Your Employees with respect to the specifications, capabilities, safety, effectiveness, or other features of any product or service offered in the Marketplace. We will have no liability for any harm or damage arising out of or in connection with the use of the Marketplace or products or services procured through or referenced or endorsed by the Marketplace.
5. Rewards Program. The Employees may have access to a rewards program as part of the League Platform (the “Rewards Program”) which will be subject to Terms of Use, FAQ or other policies and terms that may be provided or posted by Us from time to time, including any limits set forth in the SOW (“Rewards Program Guidelines”). The Rewards Program (including the value of any rewards thereunder), will expire at the end of the Trial Period unless You purchase such services from League under a separate contract which sets out the continuation of the Rewards Program (including the value of any rewards thereunder).
6. LSA Program. You may, subject to agreement by League, enrol in a program that allows Your Employees to spend their funds from a virtual life style spending account (“LSA”) on expenses that are generally meant to cover products and services that may help the Employee live a happier or healthier life (the “LSA Program”). If You enrol in the LSA Program, You will determine and communicate to League in writing, an “LSA Allocation” for each Employee. Employees will each be entitled to spend up to LSA Allocation to purchase services or products from providers who are members of the Marketplace or get reimbursed for their out of pocket expenses for out of Marketplace expenditures to the maximum allowable pursuant to the LSA Allocation. The LSA Allocation per Employee multiplied by the number of Employees to be enrolled on the Platform shall be paid by You to League prior to the LSA Program being available to Employees (the “LSA Payment”). We will return any used amount of LSA Payment at the end of the Trial Period. We will have no liability for any harm or damage arising out of or in connection with the use of the LSA Program.
7. Policies. You acknowledge and agree that in accessing the Trial and the Services, You and the Employees will be required to create an online account and in creating such online account and using Our online applications, You and Employees will be required to consent and agree to Our standard Member Terms and Conditions (https://league.com/tcmember ) and Privacy Agreement (https://league.com/privacy), as such policies may change from time to time (the “Policies”).
8. Your Responsibilities and Obligations. You will: (a) be responsible for Employees’ compliance with this Agreement and the Policies; (b) be responsible for the accuracy, quality and legality of the data you provide to Us; and (c) use Services only in accordance with this Agreement, the Policies and applicable laws and government regulations. In addition, You hereby agree not to or permit any Employees to: (a) make any Service available to anyone other than Employees (or as otherwise consented to by League in writing); (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or its related systems or networks; (g) disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. You also hereby represent and warrant that You are not Our competitor. You may not access the Services if You are Our competitor.
9. LIMITATION OF LIABILITY. NO EVENT SHALL LEAGUE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF LEAGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEAGUE’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT AND IN RELATION TO THE SERVICES, FOR ALL DAMAGES, EXCEED THE AMOUNT OF ONE THOUSAND UNITED STATES DOLLARS ($1,000.00).
10. Agreement End. Services provided under this Agreement shall be provided for the Trial Period defined above unless earlier terminated in accordance with this Agreement. At the end of the Trial Period, all rights to access or use the Services, including any League programs that are part of the Services, shall end. You may discontinue your use of the Services at any time. League may terminate your password, account, and access to or use of the Services at any time for any reason. You acknowledge and agree that League has no obligation to retain your content and applications. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.
11. Governing Law. If You are domiciled in Canada this Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province. If You are not domiciled in Canada this Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein  and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the State of New York, USA and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such state.