TERMS OF SERVICE

Effective Date: April 28, 2026  ·  Version 2.0

1. ACCEPTANCE AND ELECTRONIC AGREEMENT

1.1 Binding Agreement. These Terms of Service (the "Terms" or this "Agreement") are a legally binding contract between you ("you," "your," or "Client") and Import Sports Ltd., a corporation incorporated under the laws of Canada, operating as Import Sports Management ("ISM," "we," "us," or "our").

1.2 Methods of Acceptance. You accept these Terms and form a binding contract with us by any one or more of the following actions, each of which constitutes a manifestation of assent:

• browsing, visiting, or otherwise accessing importsports.ca (the "Site");
• submitting a contact form, intake form, questionnaire, or message through the Site;
• checking an "I agree" box, clicking "Submit," "Send," "Pay," "Confirm," or any equivalent button;
• signing, electronically or otherwise, any engagement letter, agency contract, advisory agreement, or invoice;
• paying any invoice, deposit, retainer, fee, or charge issued by us;
• continuing to receive, request, or accept services from us after the Effective Date.

1.3 Electronic Signatures. You agree that your electronic actions described above have the same legal force and effect as a handwritten signature under the Personal Information Protection and Electronic Documents Act (Canada), Ontario's Electronic Commerce Act, 2000, and equivalent laws. You waive any right to challenge the validity of this Agreement on the basis that it was accepted electronically.

1.4 Records. We retain server logs, IP addresses, timestamps, form submissions, payment confirmations, and email correspondence as evidence of your acceptance. You agree these records are admissible and conclusive evidence of your assent in any dispute, arbitration, court proceeding, payment-card chargeback, or regulatory inquiry.

2. DEFINITIONS

• "Services" means any service, deliverable, communication, advice, content, evaluation, advisory, consultation, or work product provided or made available by ISM, whether free or paid, signed or unsigned, in person, by phone, by video, by email, or through the Site.
• "Fees" means any amount payable to ISM, including retainers, deposits, advisory fees, subscription fees, hourly fees, success fees, contractual commissions, and disbursements.
• "Chargeback" means any reversal, dispute, claim, recall, retrieval request, or refund initiated by you, a cardholder, a bank, a payment processor, or any third party against any payment made to ISM, by any means including credit card, debit card, e-transfer, ACH, wire, PayPal, Stripe, or other payment method.
• "Dispute" means any claim, controversy, or disagreement of any kind between you and ISM, whether based in contract, tort, statute, regulation, or any other legal theory.
• "Engagement Agreement" means any signed Standard Player Agency Contract (SPAC), advisory agreement, retainer letter, statement of work, or similar document executed between you and ISM.

3. WHO WE ARE

Import Sports Ltd. is a Canadian corporation operating as Import Sports Management, a hockey agency providing player representation, family advising, contract negotiation, NCAA recruiting guidance, marketing support, and related career services. Our principal place of business is 21 Crownhill Street, Ottawa, Ontario, K1J 7K3, Canada.

4. ELIGIBILITY AND AUTHORITY

4.1 You represent and warrant that you are at least 18 years of age. If you are under 18, you may use the Site or engage Services only with the supervision and signed consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf and jointly with you.

4.2 If you accept these Terms, submit information, or pay an invoice on behalf of another person, a household, an organization, or a minor, you represent and warrant that you have full legal authority to bind that person, household, organization, or minor to these Terms, and you accept joint and several liability with that party.

4.3 All information you provide must be accurate, current, and complete. Submitting false, misleading, or fraudulent information is a material breach of these Terms.

5. NO REPRESENTATION UNTIL SIGNED

5.1 Use of the Site, submission of a contact form, an exchange of emails, a phone call, a video meeting, attendance at an event, or receipt of any free educational material from ISM does not by itself create an agency, advisory, fiduciary, attorney-client, or representation relationship.

5.2 ISM represents only those clients who have signed a separate written Engagement Agreement with ISM. Until an Engagement Agreement is signed by both parties, no commission, retainer, or service obligation is owed by either party, and either party may terminate communications at any time without liability.

5.3 Where there is a conflict between these Terms and a signed Engagement Agreement, the signed Engagement Agreement governs as to its specific subject matter, but these Terms remain in effect for all other purposes including the chargeback, dispute resolution, governing law, and limitation of liability provisions.

6. SERVICES AND PROFESSIONAL CONDUCT

For signed clients, ISM provides services that may include contract negotiation, league and team communications, marketing and endorsement support, family advising, NCAA recruitment guidance, and connections to financial, medical, training, and educational partners. These services are governed by your signed Engagement Agreement, applicable league rules (NHLPA, PHPA, AHL, ECHL, NCAA, Hockey Canada, IIHF, and others), and applicable Canadian and provincial law.

7. ELIGIBILITY, AMATEUR STATUS, AND NO GUARANTEES

7.1 Rules Change. Eligibility rules in amateur and professional hockey, including NCAA, USHL, CHL, U SPORTS, and Hockey Canada rules, change frequently and are interpreted by their respective governing bodies. We provide general information based on our knowledge as of the date provided. It is your responsibility to confirm eligibility status directly with the relevant governing body before making any decision.

7.2 No Guarantee of Outcome. Statistics referenced on the Site, including aggregate dollars earned, scholarship totals, draft selections, placement results, and historical performance, reflect past results across our client base. Past results do not guarantee future outcomes. ISM does not promise, guarantee, or warrant any specific contract value, scholarship, draft selection, roster spot, signing bonus, endorsement deal, placement, or career outcome. Any expectation, projection, or estimate communicated by us, whether verbal or written, is an opinion only and is expressly disclaimed as a guarantee.

8. PAYMENTS, FEES, NO REFUNDS, AND NO CHARGEBACKS

8.1 Standard Player Representation. Standard player representation fees on professional contracts are paid by the team or the contract under standard league rules and are governed by your signed Engagement Agreement.

8.2 Direct-Pay Services. Where any Fee is paid directly by you, the following terms apply in addition to anything in your invoice or Engagement Agreement:

• All Fees are quoted, invoiced, and paid in Canadian dollars (CAD) unless otherwise stated in writing.
• Currency conversion, processor fees, foreign-transaction fees, and bank fees are your sole responsibility.
• Fees are non-refundable except as expressly stated in your signed Engagement Agreement or by applicable mandatory consumer protection law that cannot be waived.
• You authorize ISM and its payment processor (including but not limited to Stripe, Square, PayPal, or successors) to charge the payment method you provide for the Fees described in the invoice or Engagement Agreement.

8.3 Services Are Earned When Performed. You acknowledge and agree that the Services are professional, time-based, intellectual, and advisory in nature. Fees are fully earned upon performance of the Services described in the invoice or Engagement Agreement. Performance includes, without limitation, time spent on calls, meetings, video conferences, drafting, review, negotiation, communication, scheduling, travel, evaluation, recruiting outreach, league communications, document preparation, and any other work performed on your behalf, whether or not it produces the outcome you hoped for. Once Services have been performed, they cannot be returned and the Fees for those Services are not refundable.

8.4 No-Chargeback Covenant. You expressly covenant, agree, and warrant that:

1. You will not initiate, request, threaten, encourage, or participate in any Chargeback against any payment made to ISM;
2. You will raise any billing concern first and exclusively with ISM in writing pursuant to Section 8.5 before contacting any bank, card issuer, processor, or payment platform;
3. Any Chargeback initiated in violation of this Section 8.4 is a material breach of these Terms and constitutes (a) a knowing breach of contract, (b) breach of the covenant of good faith, and (c) where applicable, fraud against the payment processor;
4. You waive any right to dispute charges through your card issuer, bank, or payment processor for any Service that has been performed, scheduled, partially performed, or where you have received any benefit, communication, advice, or work product from ISM;
5. If you do initiate a Chargeback, you irrevocably authorize ISM to disclose to the card network, issuer, processor, arbitrator, court, or regulator: this Agreement, your acceptance records, IP and timestamp logs, payment records, communications, and a description of Services performed, as evidence of your prior agreement and the validity of the charge.

8.5 Mandatory Pre-Dispute Notice. Before initiating any Dispute, including any Chargeback or claim of any kind, you must first deliver a written notice of the Dispute to ISM at info@importsports.ca with the subject line "Notice of Dispute" describing: (a) your full legal name and contact information; (b) the specific charge or service in question; (c) the date and amount; (d) the factual basis for the concern; and (e) the resolution you are seeking. ISM will respond within ten (10) business days and the parties will negotiate in good faith for at least thirty (30) days from the date of the notice (the "Notice Period") before either party initiates any further proceeding. Compliance with this Section 8.5 is a condition precedent to bringing any Dispute, including any Chargeback. Initiating a Chargeback or filing any claim before completion of the Notice Period is itself a breach of this Agreement.

8.6 Liquidated Damages and Recovery. If you initiate a Chargeback in violation of Sections 8.4 or 8.5, you agree that ISM will suffer damages that are difficult to quantify, including processor penalties, network reserve increases, administrative time, lost productivity, and risk of payment platform termination. Accordingly, you agree to pay ISM, on demand and as a genuine pre-estimate of damages and not as a penalty:

• the full disputed amount;
• all chargeback, processor, network, retrieval, and reversal fees imposed on ISM;
• liquidated damages of $500 CAD per Chargeback or 50% of the disputed amount, whichever is greater;
• all collection costs, including reasonable legal fees on a substantial-indemnity (solicitor-and-client) basis;
• interest on the foregoing at 2% per month (24% per year), compounded monthly, from the date of the Chargeback until paid in full, or the maximum rate permitted by law, whichever is lower.

The amounts in this Section 8.6 are in addition to, and not in lieu of, any other remedy available to ISM at law or in equity.

8.7 Late Payment. Any Fee not paid when due bears interest at 2% per month (24% per year) or the maximum rate permitted by law, whichever is lower, accruing daily and compounding monthly. Returned, declined, or failed payments are subject to a $50 CAD administrative fee per occurrence, plus any fees charged by our processor. ISM may suspend or terminate Services for non-payment without further notice.

8.8 Set-Off. ISM may set off any amount you owe under these Terms or any Engagement Agreement against any amount ISM owes to you, in any currency, without prior notice.

8.9 Tax. Fees are exclusive of HST, GST, QST, PST, sales tax, withholding, or any other tax, which is your responsibility unless otherwise required by law to be collected by ISM.

9. ACCEPTABLE USE

You agree not to:

• submit false, misleading, fraudulent, or impersonating information;
• upload or transmit malware, scripts, or code intended to damage, disable, or interfere with the Site;
• scrape, crawl, harvest, or systematically extract content without our prior written consent;
• use the Site or Services to violate any law, regulation, league rule, or third-party right;
• circumvent, disable, or interfere with security or authentication features;
• resell, sublicense, or commercialize Services or content without our prior written consent.

We may refuse, restrict, suspend, or terminate access at any time, with or without notice, in our sole discretion.

10. INTELLECTUAL PROPERTY

10.1 All content on the Site, including the ISM name, logo, branding, copy, design, photographs, video, graphics, statistical compilations, templates, and any work product delivered to clients, is owned by or licensed to Import Sports Ltd. and is protected by Canadian and international copyright, trademark, and other intellectual property laws.

10.2 You may view and share content for personal, non-commercial use with attribution. You may not reproduce, modify, distribute, publicly display, sell, or use any content for commercial purposes without our prior written consent.

10.3 If you submit any material to us (testimonials, photos, video, written content), you grant ISM a worldwide, royalty-free, sublicensable, perpetual, irrevocable license to use, reproduce, modify, publish, and distribute that material in connection with our business, subject to our Privacy Policy.

11. THIRD-PARTY LINKS AND PARTNERS

The Site may link to or reference third parties (including, for example, RBC Sports Professionals Division, Therabody, Cwench Hydration, leagues, schools, financial advisors, and analytics providers). We do not control and are not responsible for any third party's content, terms, privacy practices, services, or conduct. Any engagement with a third party is a separate relationship between you and that third party, and ISM is not a party to it.

12. PRIVACY AND DATA

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or Services, you consent to the practices described in the Privacy Policy.

13. COMMUNICATIONS AND ELECTRONIC RECORDS

13.1 You consent to receive notices, agreements, disclosures, invoices, and other communications electronically at the email address you provide, and you agree that electronic communications satisfy any legal requirement that such communications be in writing.

13.2 ISM may record phone, video, or in-person meetings for accuracy, training, and compliance purposes, where permitted by applicable law and consistent with our Privacy Policy.

13.3 SMS and email are not secure channels. You agree to send sensitive information only through methods we designate.

14. DISCLAIMERS

14.1 The Site, all content, and all Services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, quiet enjoyment, and any warranty arising from a course of dealing or usage of trade. To the maximum extent permitted by law, all such warranties are disclaimed.

14.2 ISM does not warrant that the Site or any Service will be uninterrupted, error-free, secure, or free of harmful components, or that any specific result will be obtained.

15. LIMITATION OF LIABILITY

15.1 Excluded Damages. To the maximum extent permitted by law, in no event will Import Sports Ltd., its directors, officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages, or for lost profits, lost revenue, lost opportunity, lost goodwill, lost data, or pain and suffering, arising out of or in connection with the Site, any content, any Service, or these Terms, regardless of the legal theory and even if advised of the possibility of such damages.

15.2 Liability Cap. The total aggregate liability of ISM and its directors, officers, employees, contractors, and agents for any and all claims arising out of or relating to the Site, Services, or these Terms will not exceed the greater of (a) the total Fees actually paid by you to ISM in the six (6) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100). This cap is in addition to and not duplicative of any cap in a signed Engagement Agreement; where both apply, the lower cap controls.

15.3 The parties agree that the limitations in this Section 15 are an essential element of the bargain between them and that the Fees would be materially higher without these limitations.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Import Sports Ltd., its directors, officers, employees, contractors, and agents (the "Indemnified Parties") from and against any claim, loss, liability, damage, cost, fine, or expense (including reasonable legal fees on a substantial-indemnity basis) arising out of or related to: (a) your breach of these Terms or any Engagement Agreement; (b) your misuse of the Site or any Service; (c) your violation of any law, regulation, or league rule; (d) your infringement of any third-party right; (e) any content or information you submit to ISM; or (f) any Chargeback or payment dispute initiated by you. ISM may, at its sole option, assume the exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate fully.

17. TERM AND TERMINATION

17.1 These Terms apply from the moment you first access the Site or engage ISM and continue until terminated.

17.2 ISM may suspend or terminate your access to the Site or any Service at any time, with or without notice, for any reason, including non-payment, breach, suspected fraud, or risk to ISM.

17.3 Sections that by their nature should survive termination will survive, including without limitation Sections 8 (Payments), 10 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 19 (Dispute Resolution), 20 (Governing Law), and 21 (General).

18. FORCE MAJEURE

ISM is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action, labour disruption, internet or utility outage, processor or platform failure, cybersecurity event, or natural disaster.

19. DISPUTE RESOLUTION AND BINDING ARBITRATION

19.1 Informal Resolution First. Before initiating arbitration or any legal proceeding, you must comply with the Notice of Dispute and Notice Period requirements in Section 8.5. The parties agree to negotiate in good faith during the Notice Period.

19.2 Binding Arbitration. If a Dispute is not resolved within the Notice Period, the Dispute will be finally and exclusively resolved by binding arbitration administered by the ADR Institute of Canada, Inc. ("ADRIC") under its Arbitration Rules then in effect, except as modified here. The arbitration will be conducted in English by a single arbitrator, seated in Ottawa, Ontario, Canada. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Costs. Each party bears its own legal fees, except that the arbitrator may award the prevailing party its reasonable legal fees and arbitration costs on a substantial-indemnity basis where the arbitrator finds a Dispute was frivolous, brought in bad faith, or in breach of the no-Chargeback covenant in Section 8.4.

19.4 Class Action and Jury Waiver. YOU AND ISM AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class proceeding. YOU AND ISM EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

19.5 Exceptions. Notwithstanding Section 19.2, either party may (a) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to prevent ongoing harm; (b) bring a claim in small claims court if the claim qualifies; or (c) participate in any non-waivable consumer-protection proceeding required by law.

19.6 Limitation Period. Any Dispute must be filed within one (1) year after the cause of action arose, or it is permanently barred, except where applicable mandatory law requires a longer period.

19.7 Severability of this Section. If the class action waiver in Section 19.4 is found unenforceable as to a particular claim, that claim will be severed and litigated in court under Section 20, while the rest of this Section 19 (including individual arbitration) remains in effect for all other claims.

20. GOVERNING LAW AND FORUM

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. Subject to Section 19, the parties submit to the exclusive jurisdiction of the courts located in Ottawa, Ontario for any matter not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. GENERAL PROVISIONS

21.1 Entire Agreement. These Terms, together with the Privacy Policy and any signed Engagement Agreement, constitute the entire agreement between you and ISM regarding the Site and Services and supersede all prior or contemporaneous communications and proposals.

21.2 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

21.3 No Waiver. Failure to enforce any provision is not a waiver of that provision or any other.

21.4 Assignment. You may not assign these Terms without our prior written consent. ISM may assign these Terms to an affiliate, successor, or in connection with a merger, acquisition, or sale of assets.

21.5 Headings. Headings are for convenience only and do not affect interpretation.

21.6 Independent Contractors. The parties are independent. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship except as expressly set out in a signed Engagement Agreement.

21.7 Third-Party Beneficiaries. There are no third-party beneficiaries except the Indemnified Parties and ISM affiliates, who may enforce Sections 15 and 16 directly.

21.8 Language. The parties have requested that these Terms and all related documents be drafted in English. Les parties ont demandé que ces conditions et tous les documents s'y rapportant soient rédigés en anglais.

21.9 Notices. Notices to ISM must be sent to info@importsports.ca and 21 Crownhill Street, Ottawa, Ontario, K1J 7K3. Notices to you may be sent to the email or address you provided.

22. CHANGES TO THESE TERMS

ISM may update these Terms at any time by posting a revised version on the Site with a new Effective Date. Material changes will be communicated through the Site or by email to known clients. Your continued use of the Site or Services after the new Effective Date constitutes acceptance of the revised Terms. Disputes that arose before a change are governed by the version in effect at the time the cause of action accrued.

23. CONTACT

Import Sports Ltd.
Attn: Legal & Compliance
21 Crownhill Street, Ottawa, Ontario, K1J 7K3, Canada
Email: info@importsports.ca
Phone: (613) 808-1738