This describes the terms of your use of the services provided by Third Millenium Systems, Inc., a Pennsylvania business corporation dba Athlete Vision (hereafter "Athlete Vision " "we," or "us"), at the Athlete Visionsm website www.athletevisionsports.com (the "Site"). Before you can use the Site or before you can join as a registered user of the Site, you must read and agree to these terms of use.

THIS SITE IS FOR AUTHORIZED USE ONLY. ATHLETE VISION RESERVES THE RIGHT TO REVIEW EACH USER TO ENSURE THEY ARE EITHER A COACH OR ATHLETE USING THE SYSTEM FOR RECRUITING PURPOSES.

IT IS YOUR RESPONSIBILITY TO USE THIS SITE IN COMPLIANCE WITH THE RULES AND REGULATIONS OF ANY SCHOLASTIC OR COLLEGIATE ATHLETIC ASSOCIATION.

Section 1 - General

1.1 Services. Athlete Vision is dedicated to enabling colleges or universities, collegiate recruiters, and collegiate coaches ("colleges" or "college") discover and reach out to amateur athletes ("athletes" or "athlete"). Colleges view performances and athletic information of the athlete and may offer to contact the athlete, and the athlete may decide to accept the contact offer from a college. A contact offer is an indication of interest by the college in the athlete that may or may not result in the athlete receiving a scholarship offer or tryout by the college. We wish that colleges, athletes, and the athletes' families have a safe, secure, and enjoyable experience using our Site.

Registered athletes can use the Site to upload performance videos and other information for view by registered colleges. The Site may offer registered athletes different services and different rights of access than registered colleges.

This Terms of Use Agreement (hereafter this "Agreement") sets forth the general terms and conditions that apply to your use of the Site to obtain the services provided by us, and including any other features or services offered by us from time to time at or through the Site (collectively with the Site, the "Services").

This Agreement is a legally binding contract between Athlete Vision and yourself, and describes your responsibilities in connection with your use of the Services and, among other things, limits the liability of Athlete Vision. Read all of this Agreement carefully before using our Services.

By accessing the Site or using any Services, you affirm that you are either over 18 years of age and are otherwise capable of forming legally binding contracts, or that you are 13 years of age or older and that your parent or guardian has permitted you to access the Site or use any Services, or that you are a parent or guardian of a minor 13 years of age or older with the legal authority to enter into contracts on behalf of the minor.

IF YOU ARE 18 YEARS OF AGE OR OLDER, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

IF YOU ARE A MINOR 13 YEARS OF AGE OR OLDER, YOUR PARENT OR GUARDIAN BY PERMITTING YOU TO USE THE SITE ACKNOWLEDGES THAT HE OR SHE HAS LEGAL AUTHORITY TO PROVIDE CONSENT ON YOUR BEHALF AND THAT YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

IF YOU ARE UNDER 13 YEARS OF AGE, OR ARE OTHERWISE INCAPABLE OF FORMING LEGALLY BINDING CONTRACTS, OR DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, DO NOT ACCESS THE SITE OR USE THE SERVICES.

1.2 Your Account. Your Account is identified by your chosen user name (your "User Name") and user password ("User Password"). You are the only party authorized to use your Account. You are responsible for maintaining the confidentiality of your User Name and User Password. You are responsible for all uses of your Account, whether or not actually or expressly authorized by you. If you believe that your User Name and User Password have been misused or compromised in any manner, please contact us immediately at support@athletevisionsports.com

1.3 Fees. Some services that we provide may require payment of a fee before you can use such services for a period of time, and the fee is posted on our website. We use a third party billing provider for all billing, and the provider may ask for additional information to set up a billing account. The fee will be charged through the billing provider until such time as you cancel your account or it expires. No refunds will be provided on any unused portion of a canceled account if you voluntarily cancel your account or if your account is canceled for breaching these Terms of Use.

1.4 Amendments. We reserve the right, exercisable in our sole discretion at any time, to change, modify, add to, subtract from, or otherwise amend the terms and conditions of this Agreement. Such changes, modifications, or other amendments shall be effective to you upon your positive consent to such changes, modifications, or amendments. If you do not provide such consent, you are still bound to the terms and conditions of this Agreement. If you decide to renew services that required payment of a fee, you may be required to provide consent to a revised Agreement in order to renew the services. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you must immediately cease all use of the Services. The right to access and use the Services is personal to you and is not transferable to any other person or entity. This Agreement is version number 1.0.0 dated November 1, 2012.

1.5 Equipment. You shall be solely responsible for obtaining and maintaining all telephone, communications, computer hardware and other equipment needed for access to and use of the Services and all charges of any description arising from or relating thereto.

1.6 ATHLETE VISON RELEASE. We are not involved in the discussions, communications, actions, or negotiations that take place between a college and an athlete, nor are we involved in the offer and acceptance of a scholarship offer from a college to an athlete, and we have no control over the college recruitment process. In the event that you have a dispute arising from contacts generated by use of the Site, the recruiting process, a scholarship offer, a scholarship, or college enrollment, you hereby release Athlete Vision from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Section 2 - Information You Provide to Us

2.1 Your Information. The term "Your Information" means collectively the following: (i) any information or materials you provide to us in connection with our registration process, your use of any Services, or in correspondence with us, (ii) any information or materials you upload or otherwise provide to other users of the Site in connection with your use of any Services, (iii) any information or materials you provide to third parties affiliated with Athlete Vision in connection with your use of any Services, and (iv) any search terms or other instructions that you transmit to our servers through a web browser. Athlete Vision is the sole owner of the information collected on the Site. Except as may be otherwise expressly provided to the contrary in this Agreement, you are solely responsible for Your Information, and we act at all times as a passive conduit for your online distribution, communication, and/or publication of Your Information.

2.2 Covenant Regarding Your Information. You agree that Your Information: (i) will not be false, inaccurate, frivolous, or misleading, (ii) will not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, (iii) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising), (iv) will not be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, or obscene, (v) will not contain any computer viruses, worms, Trojan horses, time bombs, or other computer programs, scripts, or instructions that are intended to damage or detrimentally interfere with the operation or use of the Services, or to intercept or expropriate any proprietary computer system information or other confidential data or personal information relating to or arising out of the access or use of the Services, (vi) will not create any liability for Athlete Vision or cause Athlete Vision to lose (in whole or in part) the services of its internet service providers or other suppliers and business affiliates, (vii) will not contain any links to or from other information or websites for which you do not have the right to make or reproduce such links, and (vii) will not solicit or involve the display or description of counterfeit, stolen or illegal items, or solicit or commit any fraudulent transaction or other form of criminal activity.

2.3 Updated Information. If you are a registered user of the Site, you agree to promptly update your account registration information in order to keep it current, complete, and accurate.

2.4 Privacy Policy. We will only use Your Information in accordance with our Privacy Policy, available at www.athletevisionsports.com/terms/privacy_policy.html. By agreeing to the terms and conditions of this Agreement, you also give your consent to the way we may use Your Information pursuant to the Privacy Policy. If you have any questions not addressed in our Privacy Policy Document, you should address them to support@athletevisionsports.com.

2.5 User-supplied Content. Your Information may include your own copyrighted works uploaded to the Site for use with the Services offered on the Site, such works including photographs, images, video, text, and the like ("Your Content"). By voluntarily uploading Your Content to the site, you grant Athlete Vision a worldwide, non-exclusive, fully-paid up, irrevocable, and transferable license to reproduce, copy, distribute, display, transmit, and prepare derivative works from, Your Content. This license survives termination of this Agreement and survives termination of your user account.

Section 3 - Use of Content and Your Image

3.1 Copyright. You acknowledge that the Site may contain information, text, software, photographs, graphics, links and other material (collectively, "Our Content") that are protected by copyright, trademark or other proprietary rights of Athlete Vision, other users, or third parties. All of Our Content used or made available through the Site is copyrighted as a collective work and/or compilation of Athlete Vision to the extent allowed by applicable copyright law. Athlete Vision owns a copyright in the selection, coordination, arrangement and enhancement of Our Content, as well as in the content original to Athlete Vision. You agree to comply with any additional copyright notices, information, or restrictions contained in any of Our Content available on or accessed through the Site.

3.2 Trademarks. ATHLETE VISION, ATHLETEVISIONSPORTS.COM, and the Athlete Vision logo are trademarks of Athlete Vision. ALL RIGHTS RESERVED. All other trademarks, service marks, product names and company names or logos appearing on the Site are the property of their respective owners. Any use of such trademarks, service marks, product names and company names or logos, including the reproduction, modification, distribution or republication without the prior written permission of the owner of same, is strictly prohibited.

3.3 Accuracy, Quality, and Use of Content. You agree and understand that Athlete Vision does not warrant or guarantee the accuracy or quality of Our Content, Your Content, or the content of others on the Site. You agree and understand that Athlete Vision does not warrant, guarantee, or otherwise make any representation concerning transactions between you and others arising from use of the Site. You agree and understand that Athlete Vision merely makes available the opportunity for colleges and athletes to contact one another by making use of the Site and that Athlete Vision is not liable for nor is Athlete Vision legally responsible for any actions or inactions between you and the other party after such contact is made.

3.4 Limited License. Subject to your compliance with the terms and conditions of this Agreement (including without limitation the restrictive terms and conditions set forth in this Section 3), you are granted a limited non-exclusive, non-transferable, non-sub-licensable, and revocable license to access the Services and/or Our Content only for your own personal or business use but not for re-distribution or publication in any form.

You acknowledge that all text, and software code included with this Site are provided for your personal use. In no case shall you re-publish Our Content in any form (including by display on another Web site) without our express written permission. You acknowledge that we may limit the amount of data returned for any search, regardless of the number of matching results contained within Our Content. Your right to use Our Content is limited to a single user unless you and we have signed an additional agreement for multiple users. You acknowledge that you are not permitted to sell or otherwise dispose Our Content and that no rights granted hereunder may be assigned or sublicensed by you, any assignment or sublicense being void.

You may not modify, publish, transmit, transfer or sell, resell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit or commercially use any of the Services and/or Our Content, in whole or in part, except as expressly permitted in this Agreement. You acknowledge that you do not acquire any ownership rights by accessing or downloading Our Content. You shall not store electronically any portion of any Services and/or Our Content except for your own personal use. You may not collect and use e-mail addresses of other users of the Site or other user account information, listings, or perform any form of data extraction or data-mining whatsoever. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any of the Services and/or Our Content not owned by you is permitted without our express written permission or the express written permission of owners of such Services and/or Our Content or their authorized persons, if other than us. You are responsible for complying with all applicable laws, rules, and regulations regarding your use of any of Our Content downloaded by you. We reserve all rights in Our Content and Services not expressly granted hereunder.

3.5 Release for Images. You, or your parent or guardian that gave permission on your behalf for you to use the Services, hereby gives Athlete Vision the irrevocable right to use your name and image, or your dependent's name and image if you are a parent or guardian of an athlete (the name and image including your name or any image or images of you included in Your Content, Your Information, or in Our Content), in all forms, media, and manner of use, including the right to make composites and distorted or edited versions of the image, the right to use the image for any and all advertising or trade uses, and the right to use the image for any other lawful use.

You waive the right to review any image Athlete Vision decides to use, and you waive the right to review any composite, distorted or edited image.

If you are an athlete or an athlete's parent or guardian, you understand that the athlete's name and image will be provided to colleges that use the Site. If you are a college, you understand that your name and image will be provided to athletes that use the Site.

3.6 Beneficiaries. The foregoing provisions of this Section 3 are for the benefit of Athlete Vision, Athlete Vision's heirs and assigns, and Athlete Vision's third party content providers, advertisers, and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

Section 4 - Site Access; Interference with Services; Monitoring; Compliance with Laws

4.1 Site Access. We do not guarantee continuous, uninterrupted, or secure access to the Services, and operation of the Site may be interfered with by numerous factors outside of our control.

4.2 No Interference. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or the Services, or any transaction being conducted on or through the Site or Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the server infrastructure of the Site.

4.3 Fraudulent Activity. You may not register to use any Services under a false name, or use an invalid or unauthorized credit card in connection with payment of fees related to this Site or its Services. You may not impersonate any other user of the Services, or make use of another user's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported by us to law enforcement authorities, and we will cooperate with such authorities to ensure that violators are prosecuted to the fullest extent of the law.

4.4 Monitoring. You agree that Athlete Vision has the right, but not the obligation, to monitor any form of user activity and/or Your Content and/or Our Content linked to or from or otherwise associated with the Services. We may investigate any reported violation of our Agreement, Additional Agreements or Site policies, and any user or other third party complaints relating thereto. We may take any action that we deem appropriate in connection with any such investigation without notice (including without limitation issuing warnings, suspending or terminating Services and/or denying Site access). We may also investigate, in our sole discretion, the use of any credit card by a user in connection with the Services, and take such action as we deem necessary or appropriate, including without limitation contacting the owner or user of such card or canceling purchase orders placed by such owner or user.

4.5 Compliance with Laws, Regulations, and Non-statutory Regulations. The Services may be used only for lawful purposes and in a lawful manner. You agree that you are responsible for knowing and complying with all applicable laws, statutes and regulations regarding use of the Services, including any applicable regulations of the National Collegiate Athletic Association (NCAA) or similar entities, or other regulations governing amateurism, recruiting, college eligibility, college benefits, financial aid, and the like.

Section 5 - Breach

5.1 Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your registered user account and/or refuse to provide the Services to you: (i) if you breach this Agreement; (ii) if we are unable to verify or authenticate any information you provide to us; or (iii) if we believe that your actions may cause legal liability for you, us, or our other users, or other third party business affiliates.

Section 6 - Indemnity

6.1 You agree to indemnify, defend, and hold Athlete Vision and Athlete Vision's agents, advertisers, information providers, and licensors (collectively, the "Athlete Vision Parties") harmless from and against any and all claims, liability, losses, costs, and expenses (including attorneys' fees) incurred by any Athlete Vision Party in connection with use of Your Information on the Site or any use or alleged use of the Site under your password by any person, whether or not authorized by you. Athlete Vision reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Athlete Vision's defense of such claim.

Section 7 - Termination of or Change in the Services

7.1 Athlete Vision shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to or of any of the Services. Athlete Vision reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Services at any time for any reason without prior notice or liability. We may change, suspend or discontinue all or any aspect of the Services at any time, including the availability of any feature, database, Your Content, or Content without prior notice or liability.

SECTION 8 - DISCLAIMER OF WARRANTIES

8.1 NEITHER ATHLETE VISION NOR THE ATHLETE VISION PARTIES, OR THEIR RESPECTIVE AGENTS, WARRANTS THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES ATHLETE VISION, THE ATHLETE VISION PARTIES, OR THEIR RESPECTIVE AGENTS, MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE, OR THE CONTENT. THE SERVICES AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF ATHLETE VISION, THE ATHLETE VISION PARTIES, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE SITE, SERVICES, OR ANY CONTENT. NEITHER ATHLETE VISION, ATHLETE VISION PARTIES, NOR THEIR RESPECTIVE AGENTS WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE OR SERVICES WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. WITHOUT LIMITING ANY PROVISION HEREIN. ATHLETE VISION MAKES NO WARRANTY THAT ANY PARTICULAR COMPUTER SYSTEM CONFIGURATION WILL BE COMPATIBLE WITH THE SITE. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR COMPUTER SYSTEM HAS THE APPROPRIATE HARDWARE, OPERATING SOFTWARE, AND INTERNET BROWSER SOFTWARE VERSIONS TO ACHIEVE THE SITE’S FULL FUNCTIONALITY AND CAPABILITIES. Some states do not allow the disclaimer of implied warranties or limitation on how long an implied warranty lasts, so the above disclaimer or limitation may not apply to you. You may have other rights, which vary from state to state.

SECTION 9 - LIMITATION OF LIABILITY

9.1 THE LIMITATION OF LIABILITY CONTAINED IN THIS SECTION 9 APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, BREACH OF PRIVACY, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT ATHLETE VISION IS NOT LIABLE FOR THE DEFAMATORY, INFRINGING, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

9.2 UNDER NO CIRCUMSTANCES WILL ATHLETE VISION OR ATHLETE VISION'S HEIRS OR ASSIGNS, OR ANY OF ITS EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOSS, PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY OR ATTRIBUTABLE TO ACTIONS TAKEN BY OTHER USERS OF OUR SITE THAT CONTACT YOU THROUGH USE OF OUR SITE. YOU UNDERSTAND THAT ATHLETE VISION DOES NOT INQUIRE INTO THE BACKGROUND OF ITS REGISTERED USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS REGISTERED USERS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ITS REGISTERED USERS ON-SITE OR IN THE REAL WORLD.

9.3 NEITHER ATHLETE VISION, ATHLETE VISION'S HEIRS OR ASSIGNS, ANY THIRD-PARTY CONTENT PROVIDER OR ADVERTISER, NOR THEIR RESPECTIVE AGENTS, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO ACCESS OR USE THE SITE OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, the liability of Athlete Vision, Athlete Vision's heirs or assigns, third party content providers or advertisers, and their respective agents shall be limited to the greatest extent permitted by law.

Section 10 - Miscellaneous

10.1 Governing Law. All disputes, claims or controversies arising out of this agreement, or the negotiation, validity or performance of this agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the state of Pennsylvania without regard to its rules of conflict of laws.

10.2 Jurisdiction Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania located in Dauphin County, Pennsylvania and of the United States of America located in Dauphin County, Pennsylvania (collectively, the "Pennsylvania Courts") for any litigation among the parties hereto arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of venue of any such litigation in the Pennsylvania Courts and agrees not to plead or claim in any of the Pennsylvania Courts that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Pennsylvania Courts.

10.3 Headings. Section headings in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.4 Severability; Construction. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

10.5 Waiver. Athlete Vision's failure to exercise or forbearance from exercising any rights or remedies, or failure to enforce or forbearance from enforcing, the strict performance of any provision of this Agreement, will not constitute a waiver of Athlete Vision's right to exercise such rights or remedies or enforce such provision or any other provisions of this Agreement in that or any other instance. Any waiver of any provision of this Agreement by Athlete Vision must be made in writing and signed by an authorized representative of Athlete Vision specifically referencing this Agreement and the provision to be waived.

10.6 Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of Athlete Vision's heirs, successors and assigns. Except as set forth in this Agreement, this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.

10.7 Notices. Except as otherwise provided herein, any notices to be given pursuant to this Agreement may be given by postal mail to Athlete Vision, 123 Main St, Harrisburg, PA 17101 (in the case of us) or to the email address you provide to us during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process in the event that an address was supplied. In such case, notice shall be deemed given 3 days after the date of mailing.

10.8 Survival. Subsections 3.1, 3.3, 4.3, 4.4 and Sections 6 ,7, 8 and 9 shall survive any termination of this Agreement as well as any other provisions which by their terms or sense are intended to survive.

10.9 Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to the subject matter hereof.