USE AGREEMENT

This Use Agreement (the "Use Agreement") is a legal document between you and Showcase U Sports, Inc., (sometimes referred to as "we" or "us") operators of www.showcaseu.com that details the rights and responsibilities of you the subscriber (referred to as "you" or the "Subscriber") in connection with your use of Showcase U™. Showcase U™ consists of subscription Internet based services that allows high school athletes to showcase their talents and increase their chances of being recruited by college and professional coaches. You may not use or access Showcase U until you have accepted this Use Agreement and the Showcase U Privacy Policy. If you have any questions regarding this Use Agreement, you should contact our Customer Service Center by email at info@showcaseu.com. By using and subscribing to Showcase U, you agree to be bound by the terms of this Use Agreement. If you do not agree to the terms of this Use Agreement, you are not authorized to use Showcase U.

Changes in Use Agreement:

We have the right to change or discontinue any aspect or feature of the Showcase U services and web site, including, but not limited to, content, hours of availability, service offerings and equipment needed for access or use, at any time. We reserve the right to change or modify the terms and conditions of the Use Agreement, or any part thereof, or to impose new conditions, including, but not limited to, changing fee structures or modifying fees and charges for use at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on Showcase U's web site, or by electronic or conventional mail, or by any other means by which you obtain notice.

Membership Eligibility/Classification

Showcase U is not available to children age 13 or under or to any users suspended or removed from the system by us for any reason. Each Subscriber must register as a:

1) Student Athlete;

2) Coach, Recruiter, Scout, College Admissions, Facility, Vendor, or Instructor/Evaluator; or

3) Enthusiast/Fan

Subscribers must register in their appropriate classification. Subscribers that falsify their classification are subject to immediate suspension or removal from Showcase U. The particular Showcase U classification that a Subscriber registers for determines what features and functionality are available through the Showcase U web site. Visitors to the Showcase U website that do no create a profile or register in an authorized classification may only use and view public content on the Showcase U website and are otherwise bound by these terms and conditions.

Subject to changes we may implement from time to time, all Subscribers registering in a classification above who create a Profile are permitted to:

1) View public content on the Showcase U website, including About, Blogs, Resources, News and Community Forums.

2) Search & View Student Athletes, Camp, Facility, Vendor and Enthusiast/Fan Profiles which are publicly displayed for all Subscribers.

3) Upload and modify their Profile and personal information.

4) Send and receive messages with other Profiles.

5) Post in community forums.

In addition, the following Profile classifications have these additional privileges:

Student Athlete: May search and view all Profiles and add video, photos, game statistics, schedules and other information.

Coach, Recruiter, College Admissions, Instructor/Evaluator: May search and view all Profiles and upload information into their own Profiles, such as Camp Schedules.

Enthusiast/Fan: May search and view Student Athlete, Camp, Facility, Vendor and fellow Enthusiast/Fan profiles (users in this classification may not view Coach, Recruiter, and Scout Profiles).

Charges and Billing

Usage of the Showcase U website for certain classifications of Subscribers is on a subscription basis. Upon acceptance of your subscription (or at the end of any trial, pre-paid or other promotional period), we will begin billing your credit card for subscription fees at our current rate in effect for your use of Showcase U plus any applicable sales taxes. Your subscription to Showcase U will automatically renew for successive subscription periods, without prior notice to you, unless and until you cancel your subscription or we terminate it. We will continue to bill your credit card on an annual basis (or other periodic billing, depending upon the terms of your subscription) for your subscription to Showcase U until you cancel your subscription except for subscription periods in excess of one year where there will be no recurring billing. If you are not satisfied with the services, fees or billing methods, you may cancel your subscription at any time, but we will not refund any remaining portion of the annual (or other periodic) fee. We reserve the right to change our fees or billing methods at any time, but we will give you thirty (30) days advance notice of these changes by email. If you have any questions about our fees or billing methods, or you want to update or change your credit card information, you may contact our Customer Service Center by email at info@showcaseu.com.

Conduct of Subscriber and Users

You understand and agree not to use Showcase U to:

• Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
• Use the Showcase U Service for any illegal purpose, including but not limited to conspiring to violate laws.
• Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
• Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
• Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to a) Using Showcase U invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact; b) Using Showcase U to connect to people who don't know you and then sending unsolicited promotional messages to those direct connections without their permission; and c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
• Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Stalk or harass anyone.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Showcase U Service.
• Post content in fields that aren't intended for that content. Example: Putting an address in a name or title field.
• Interfere with or disrupt the Showcase U Service or servers or networks connected to the Showcase U Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Showcase U Service

Passwords

As a Subscriber of Showcase U you will be issued a unique user name and password, which you designate, subject to Showcase U system acceptance. You are not permitted to share your unique user name and password with any other person or entity. We reserve the right to immediately terminate this Use Agreement and your right to access and use Showcase U if you permit others to access or use your unique user name and password. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Privacy Policy

When you register for and use Showcase U, the Showcase U Privacy Policy explains how we collect, use, and disclose personal information in connection with your use of Showcase U, as well as the choices we give you about such uses and disclosures. By your acceptance of this Use Agreement, or by your continued subscription to Showcase U, you authorize the collection, use, and disclosure of personal information by us under our then-current Privacy Policy. Since our Privacy Policy may change, you should check the current [privacy policy] for the most current version.

Postings

No Responsibility or Liability:

Portions of the Showcase U service and web site (such as message boards, chat rooms or other forums for posting content) provide users an opportunity to post and exchange information, ideas and opinions ("Postings"), BE ADVISED THAT WE DO NOT SCREEN, EDIT, OR REVIEW POSTINGS PRIOR TO THEIR APPEARANCE ON THE SHOWCASE U WEB SITE, and Postings do not necessarily reflect our views. To the fullest extent permitted by applicable laws, we shall in no event have any responsibility or liability for the Postings or for any claims, damages, or losses resulting from their use and/or appearance on any Showcase U web site.

Monitoring:

We reserve the right to monitor all Postings and to remove any which we consider in our absolute discretion to be offensive or otherwise in breach of these terms and conditions.

Warrant that You Have All Necessary Rights:

You hereby represent and warrant to us that you have all necessary rights in and to all Postings you provide and all material they contain; that your Postings shall not infringe any proprietary, intellectual property (including registered and unregistered copyrights) or other rights of third parties; that your Postings shall not contain any viruses or other contaminating or destructive devices or features; that your Postings shall not contain any defamatory, indecent, offensive, tortious, or otherwise unlawful material or content; and that your Postings shall not be used to carry out or solicit any unlawful activity and/or be used to make commercial solicitations.

Authorize to Use

In the course of using the Showcase U services, users may provide information about themselves which may be visible to certain other users (see our Privacy Policy to learn more about information collected on this website). You understand that by posting materials on the Showcase U website or otherwise providing materials to Showcase U, you are granting to Showcase U Sports, Inc. a royalty-free, perpetual, irrevocable license to use this information in the course of offering the Showcase U service. Furthermore, you understand that we retain the right to reformat, excerpt, or translate any materials submitted by you. You understand that all information publicly posted or privately transmitted through the Showcase U service is the sole responsibility of the person from which such content originated and that we will not be liable for any errors or omissions in any content. You understand that we cannot guarantee the identity of any other users with whom you may interact in the course of using Showcase U. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe.

Access to Service

Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Showcase U website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.

Proprietary Rights

Showcase U and the programs and content available on the Showcase U web site is protected by copyrights, trademarks, and other intellectual property rights. You must not copy, transmit, modify, distribute, show in public or in private or create any derivative works of Showcase U or any Showcase U utilities or content. Making unauthorized copies of Showcase U or any content found on Showcase U's web sites can lead to the termination of your subscription and may even subject you to further legal action.

Showcase U Licenses

Showcase U and related programs, tools and utilities is the proprietary and copyrighted work of Showcase U Sports, Inc.. You are granted a limited, non-exclusive, non-transferable license to use Showcase U and related services, which you agree to use in accordance with these rules. You may not sub-license, or charge others to use or access, Showcase U without first obtaining written permission from us. We will occasionally provide automatic upgrades to improve your experience using Showcase U. All right, title and interest in and to Showcase U is retained by Showcase U Sports, Inc., and this Agreement shall not be construed as transferring any rights of ownership or license to Showcase U or to any information therein except as expressly set forth in this Agreement.

You may not copy, download or otherwise transfer the Showcase U content from the Showcase U web site to your computer or any other computer or storage device without our consent. In addition, you may not reverse engineer, decompile, disassemble or otherwise reduce the Showcase U system and software to any human perceivable form.

You understand that our introduction of various technologies may not be consistent across all platforms and that the performance of Showcase U may vary depending on your Internet connection, your computer and other equipment.

You acknowledge that Showcase U may contain bugs, omissions or typographical or other errors and that we reserve the right to make improvements and changes in the Showcase U offerings at any time without notice or liability to you. You acknowledge and agree that we have no obligation to support or update Showcase U and have no obligation to provide you with any support, maintenance, corrections, "bug fixes," updates, or revisions.

Warranty

SUBSCRIBER AGREES THAT USE OF SHOWCASE U SERVICES ARE AT SUBSCRIBER'S OWN RISK AND ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. IN ADDITION, SHOWCASE U SPORTS, INC. DOES NOT REPRESENT OR WARRANT THAT SHOWCASE U OR THE INFORMATION ACCESSIBLE VIA THE SHOWCASE U WEBSITE IS ACCURATE, COMPLETE OR CURRENT OR THAT SHOWCASE U RELATED SERVICES WILL OPERATE ERROR FEE. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOWCASE U SPORTS, INC. EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT; THAT SHOWCASE U WILL MEET YOUR REQUIREMENTS; THAT THE OPERATION OF SHOWCASE U WILL BE ERROR FREE OR THAT DEFECTS, IF ANY, IN THE OPERATION OF SHOWCASE U WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHOWCASE U IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOWCASE U OR THROUGH OR FROM THE SHOWCASE U SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.

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.

Limitation of Remedies and Damages

SHOWCASE U SPORTS, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE SHOWCASE U OR FAILURES IN SHOWCASE U SERVICES, EVEN IF WE HAVE BEEN ADVISED OF, OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER'S SOLE REMEDY SHALL BE TO TERMINATE THE SUBSCRIPTION TO SHOWCASE U.

Governing Law, Legal Notices, and Language

This Use Agreement is the entire Agreement between you and Showcase U Sports, Inc., and is intended for your benefit and not the benefit of any third party. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state of Indiana, and any action brought by either party to enforce this Agreement shall be brought in the relevant state or federal court in Indianapolis, Indiana. If for any reason a court of competent jurisdiction shall find any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

Termination

Either you or Showcase U Sports, Inc. may terminate or cancel your subscription to Showcase U at any time for any reason. You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with us. You can cancel your subscription by contacting our Customer Service Department by email to info@showcaseu.com. In the event that your subscription is terminated or canceled, no refund, including any subscription fees, will be granted.

Changes to Use Agreement

We may find it necessary to update or revise certain provisions of the Use Agreement, our license agreements or our Privacy Policy. By your acceptance of this Use Agreement, or by your continued subscription to Showcase U, you agree that we may change the terms of this Use Agreement without prior notice to you, and that the terms of use of the then-current Use Agreement will govern your use of Showcase U. If you do not agree to the terms in this Use Agreement as updated from time to time, your only remedy is to cancel your subscription to Showcase U.

Please send any questions or comments, or report violations of the User Agreement to:
Showcase U Sports, Inc.
User Agreement Issues
620 N. Elza St.
Rensselaer, IN 47978

The most recent revision of this Agreement is effective May 1, 2008.