1. Purpose and Scope

Association of Midnight Basketball LLC is the sole owner of the Midnight Basketball League Program^® and operates and licenses the Program through authorized chapters, partners, and personnel. Association of Midnight Basketball LLC provides the Portal to support chapter operations, participant registration, league scheduling, mentorship tracking, grant administration, partner coordination, and community engagement under the Midnight Basketball League Program^®. By accessing the Portal or otherwise participating in the Midnight Basketball League Program^®, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the Privacy Policy of Association of Midnight Basketball LLC, and any supplemental terms or chapter agreements posted within the Portal or executed separately with Association of Midnight Basketball LLC.

2. Information We Collect

In connection with your use of the Portal and your participation in the Midnight Basketball League Program^®, Association of Midnight Basketball LLC may collect and process the following categories of information:

1. Identification Data: name, date of birth, address, phone number, email, photograph, emergency contacts, and government-issued identifiers where lawfully required.
2. Program Data: chapter affiliation, participant rosters, attendance records, mentorship notes, league statistics, and outcomes specific to the Midnight Basketball League Program^®.
3. Sensitive Data (where applicable): demographic information, health/medical clearance forms, background-check status for staff and volunteers, and information relating to minors (collected only with parental/guardian consent).
4. Financial Data: donation records, grant disbursements, stipends, reimbursements, and tax-related information.
5. Technical Data: IP address, device identifiers, browser type, login timestamps, and audit-trail activity within the Portal.

3. Use of Information

Association of Midnight Basketball LLC uses the information described above solely for legitimate organizational purposes, including: (a) administering and delivering the Midnight Basketball League Program^®; (b) communicating with chapters, participants, families, mentors, sponsors, and partners of the Midnight Basketball League Program^®; (c) reporting to funders, sponsors, grantors, and regulatory bodies; (d) ensuring the safety of Program participants, particularly youth and at-risk community members; (e) improving Portal services and security; and (f) complying with applicable laws.

4. Disclosure to Third Parties

Association of Midnight Basketball LLC does not sell personal information. Information may be disclosed only: (a) to authorized personnel of Association of Midnight Basketball LLC and chapter officers of the Midnight Basketball League Program^® on a need-to-know basis; (b) to vetted service providers under written confidentiality obligations to Association of Midnight Basketball LLC; (c) to grantors, auditors, or government agencies as required for compliance and reporting; (d) to law enforcement when legally compelled or where necessary to protect the safety of any person; and (e) with your express written consent.

5. Data Security

Association of Midnight Basketball LLC implements administrative, technical, and physical safeguards designed to protect Portal data, including role-based access controls, encryption in transit, password protection, and periodic access reviews. You agree to support these safeguards by:

1. keeping your login credentials confidential and not sharing accounts;
2. logging out of the Portal after each session, particularly on shared devices;
3. promptly reporting any suspected unauthorized access, data loss, or security incident to the Privacy Officer of Association of Midnight Basketball LLC; and
4. using the Portal only on reasonably secure, up-to-date devices.

6. Acceptable Use of the Portal

You agree that you will not:

1. access, attempt to access, copy, export, or distribute data beyond what is necessary for your authorized role within the Midnight Basketball League Program^®;
2. use the Portal for any unlawful, harassing, discriminatory, or commercial purpose unrelated to the mission of Association of Midnight Basketball LLC and the Midnight Basketball League Program^®;
3. upload malicious code, attempt to bypass security controls, scrape data, or reverse-engineer any portion of the Portal;
4. misrepresent your identity, affiliation, or authority within the Portal or in connection with the Midnight Basketball League Program^®; or
5. retain data belonging to Association of Midnight Basketball LLC on personal devices, personal email, personal cloud storage, or removable media without prior written authorization from Association of Midnight Basketball LLC.

7. Non-Disclosure of Proprietary Information

In the course of your access to the Portal and your participation in the Midnight Basketball League Program^®, you may receive or have access to Proprietary Information owned exclusively by Association of Midnight Basketball LLC. "Proprietary Information" includes, without limitation:

1. the Midnight Basketball League Program^® model, curricula, league rules, coaching methodologies, mentorship frameworks, programming schedules, training materials, and all derivative works thereof;
2. chapter licensing terms, franchise/affiliate structures, royalty arrangements, and territory information of Association of Midnight Basketball LLC;
3. donor lists, sponsor agreements, grant applications, budgets, financial models, pricing, and fundraising strategies of Association of Midnight Basketball LLC and the Midnight Basketball League Program^®;
4. participant and chapter rosters, contact lists, demographic data, and outcome statistics generated under the Midnight Basketball League Program^®;
5. operational manuals, policies, standard operating procedures, internal reports, board materials, and meeting minutes of Association of Midnight Basketball LLC;
6. software, source code, databases, data schemas, dashboards, login credentials, and technical documentation related to the Portal;
7. trademarks, trade names, service marks (including the registered mark "Midnight Basketball League Program^®"), logos, brand guidelines, marketing strategies, and unpublished communications materials owned by Association of Midnight Basketball LLC; and
8. any other non-public information of Association of Midnight Basketball LLC or the Midnight Basketball League Program^® that is marked, identified as, or reasonably understood to be confidential or proprietary.

You agree, both during and after your relationship with Association of Midnight Basketball LLC, to: (i) hold all Proprietary Information in strict confidence; (ii) use it solely for authorized purposes connected to the Midnight Basketball League Program^®; (iii) not disclose it to any third party without prior written authorization from Association of Midnight Basketball LLC; (iv) not use it for personal benefit or for the benefit of any competing, similar, or unaffiliated program; (v) not replicate, adapt, rebrand, or operate a program substantially similar to the Midnight Basketball League Program^® using such Proprietary Information; and (vi) promptly return or securely destroy all Proprietary Information upon termination of your access or upon the written request of Association of Midnight Basketball LLC. The obligations in this Section 7 shall survive termination of this Agreement indefinitely, or for the maximum period permitted by applicable law, with respect to all information not lawfully in the public domain through no fault of the User.

8. Intellectual Property and Trademark Rights

All content, software, designs, curricula, materials, names, logos, and marks made available through the Portal or in connection with the Midnight Basketball League Program^® — including the registered mark "Midnight Basketball League Program^®" and the name "Association of Midnight Basketball LLC" — are the sole and exclusive property of Association of Midnight Basketball LLC and are protected by copyright, trademark, trade-secret, and other intellectual property laws. No license, ownership interest, or right to use any such intellectual property is granted to you by this Agreement except the limited, revocable, non-transferable right to access the Portal strictly for authorized purposes.

9. Minors and Parental Consent

You acknowledge that the Midnight Basketball League Program^® may involve minors. Any data concerning a minor entered into the Portal must be supported by appropriate parental or guardian consent and must be handled in accordance with all applicable child-protection and privacy laws and the policies of Association of Midnight Basketball LLC.

10. Your Rights

Subject to applicable law, you may request to access, correct, or delete personal information about you maintained in the Portal, or to withdraw consent where processing is based on consent. Requests should be sent in writing to the Privacy Officer of Association of Midnight Basketball LLC.

11. Data Retention

Association of Midnight Basketball LLC will retain personal and program data only for as long as necessary to fulfill the purposes outlined in this Agreement, to comply with legal and grantor requirements, and to support legitimate organizational functions of the Midnight Basketball League Program^®, after which such data will be securely deleted or anonymized.

12. Reporting Breaches and Misuse

You agree to report any actual or suspected breach of this Agreement, including unauthorized disclosure of Proprietary Information, misuse of the trademarks of Association of Midnight Basketball LLC, or unauthorized access to personal data, to the Privacy Officer of Association of Midnight Basketball LLC within twenty-four (24) hours of discovery.

13. Consequences of Violation

Violation of this Agreement may result in immediate suspension or termination of Portal access, removal from the Midnight Basketball League Program^®, revocation of chapter affiliation with Association of Midnight Basketball LLC, civil liability, and—where applicable—referral to law enforcement. Association of Midnight Basketball LLC reserves all rights and remedies available at law or in equity, including injunctive relief and specific performance.

14. Modifications

Association of Midnight Basketball LLC may update this Agreement from time to time. Material changes will be communicated through the Portal or via the email on file. Continued use of the Portal after such notice constitutes acceptance of the revised terms.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located therein for any dispute arising out of or relating to this Agreement, the Portal, or the Midnight Basketball League Program^®.

16. Entire Agreement; Severability

This Agreement, together with the Privacy Policy of Association of Midnight Basketball LLC and any referenced or separately executed chapter, license, or affiliate agreements with Association of Midnight Basketball LLC, constitutes the entire understanding between the parties regarding the subject matter herein. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.