BEFORE YOU USE THE SOFTWARE SUBJECT TO THIS SUBSCRIPTION AGREEMENT (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN SPORTZING INCORPORATED ("OUR", "US", "WE", OR "SPORTZING") LOCATED AT PO BOX 141, TUALATIN, OR 97062 AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SPORTS MANAGEMENT SOFTWARE SERVICE.
WARNING: SPORTZING (THE "SOFTWARE" OR "SERVICES") IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. THE SOFTWARE IS LICENSED, NOT SOLD.
A. For so long as you are a customer of us and paying the monthly fee as required by this Agreement, SportZing grants to you a non-exclusive right to use the Services, subject to the restrictions set forth in this Agreement and any other restrictions communicated by us in writing.
B. You shall choose the Services plan to be provided by us under the terms and pricing set forth at http://sportzing.com/pricing. In certain circumstances, such as high volume users, a written subscription agreement addendum will be agreed upon and the terms and pricing will be set forth by the addendum.
C. By signing up for the Services, you agree to pay on a monthly basis the fees ("Service Fee") designated for the Service plan selected by you at http://sportzing.com/pricing. Customers with an annual contract will pay on a monthly basis the agreed upon rate for the term of the contract.
D. Subject to Section 1(g), at the end of each month, your subscription will continue to automatically renew at the fee rate applicable to the Service plan which you have selected, unless terminated by us or until you notify us of your decision to cancel your subscription to the Services. Customers with an annual contract will automatically switch to a month-to-month plan at the end of their contract terms.
E. Payments must be made by a major credit card (VISA, MasterCard). You will be charged in advance for the Services each month on or around the day of the month that service commenced (“Billing Date”). The exact date may vary to compensate for months with different numbers of days, leap years, or to coincide with business days.
F. If we do not receive the full amount of your Service Fee within 15 days of the Billing Date, a late payment charge of 1.5% per month may be added to your bill and immediately become due and payable.
G. You agree to pay us all reasonable attorney's fees and costs incurred by us to collect any past due amounts. Your account will be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 30 days of cancellation or termination of the Services.
H. We may amend the fees and billing methods at any time, effective immediately for your next billing cycle upon posting on the Site or by e-mail delivery to you. Price changes will immediately affect month-to-month customers and will affect annual contract customers at the end of your contract term.
I. You hereby consent to SportZing publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by SportZing.
A. You agree to use the Services only through your website or software application (the "Site") and we reserve approval authority as to the implementation and use of the Services on the Site. We may suspend the Services in the event we find any implementation issues with the Site. Such suspension shall remain in effect until you correct any issues specified by SportZing and a suspension shall not relieve you of your payment obligations under the Agreement.
B. You agree to provide us with current, complete and accurate registration information for the Services and to maintain and properly update such information ("Registration Data"). If you are using the Services to conduct credit card transactions through the Site, you shall set up and maintain an account that is capable of receiving funds through a credit card account ("Card Account"). You authorize us to confirm that the Card Account is and remains in good standing with a financial institution as long as you are using the Services. You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the Services.
C. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. If you are an organization, each designated and authorized individual, member, or employee must obtain their own IDs. An ID and password must not be used by more than one person or shared in any way. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
A. We will make reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) short downtimes of less than 5 minutes at any time during the day to allow for the deployment of new features, enhancements, and bug fixes as announced via http://twitter.com/sportzing; (ii) downtime during standard maintenance windows of 12AM to 4AM pacific time (which will be very infrequent); (iii) planned downtime (of which we will provide at least 8 hours prior notice); or (iv) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures, delays, or equipment failure.
B. We will be sending information to your payment gateway service provider; however, we make no representation as to the availability of your payment gateway service provider and are not responsible for any downtime or system outage of your payment gateway service provider.
C. SportZing is a sports management software service and not a payment gateway service. You acknowledge and agree that: (i) We will not be processing payment transaction on your or your customer's behalf; (ii) We are not a bank or other chartered depository institution; and (iii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or online payment transaction.
D. You understand that SportZing may from time to time, in its sole discretion, enhance, update, change, revise, suspend or discontinue the Services (or any portion thereof) with or without notice.
E. At no time does SportZing store any credit card information on your behalf. We utilize the services of fully audited PCI compliant third-party storage houses (such as Authorize.net), who stores your customer's payment information in a secure location. We are at no time liable for any credit card issues that arise as a result of any third-party being compromised.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services or access to the Services without the express written consent of us. The look and feel of the Services is copyright © 2010 SportZing Incorporated. All rights reserved. You may not duplicate, copy or reuse any portion of the visual design elements without the express written consent of us.
You may terminate this Agreement at any time by ceasing all use of the Services or by notifying us. We may terminate this Agreement, at any time, without notice to you, if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relive you of any obligation to pay any accrued charges. You shall be charged the full amount of the fee for the month in which the Services were terminated. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
You agree to the SportZing Terms of Service as set forth on the Site at http://sportzing.com/legal/terms.html.
You agree to the SportZing Privacy Policy as set forth on the Site at http://sportzing.com/legal/privacy.html.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SOFTWARE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE.
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, SUPPORT SERVICES OR ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE SERVICES AND WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.
You acknowledges that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of SportZing and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Your authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. You shall notify SportZing in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and copies of materials containing Confidential Information upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" means any and all of SportZing's trade secrets, confidential and proprietary information and all other information and data of SportZing that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Software. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
You agree to defend, indemnify and hold us harmless from and against any and all liability, loss or damage, cost or expense, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, relating to or incident to: (a) your use of the Services; (b) the Site; (c) claims by your customers or payment gateway service provider; or (d) the products and/or services offered through the Site.
This Agreement will be governed and construed in accordance with the laws of the State of Oregon without regard to its rules governing conflicts of law. Exclusive jurisdiction for any dispute with SportZing, or in any way relating to this Agreement, resides in the courts of the State of Oregon and Licensee submits to the personal jurisdiction of, and venue in, such court(s).
This Agreement, the web site policies associated with our site through which the Software is accessed and all applicable forms constitute the entire agreement between the parties relating to the Software and supersede all prior or contemporaneous oral or written communications with respect to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach of this Agreement. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement will not be affected and each such term or provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law. Nothing in this Agreement shall prohibit SportZing from furnishing the Service to others, including competitors of you.