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TERMS OF SERVICE

These Terms of Service (these “Terms”) form part of a contract between AthletesGoLive, LLC (the “Company”) and the individual, corporation, partnership, limited liability company or other legal person (the “Customer”) who registers to use any of the Company’s services through its website at www.athletesgolive.com (the “Company Site”) and any related Company software application (each, a “Company App”) by completing and submitting an online Order (as defined below).

Every Customer who submits an online order (each, an “Order”) and who clicks on a “submit” or “I Agree” button to signify agreement with these Terms of Service is a “Customer” for purposes of this Agreement. The services provided by the Company pursuant to the Order, including the functions performed by the Company App, are collectively referred to as the “Services”.

With respect to any Customer that is a corporation, partnership, limited liability company, trust, association or other non-natural legal person, the individual natural person who clicks on the “submit” or “I Agree” button is jointly and severally liable with the Customer for all of the obligations of the Customer under these Terms.

The Company Site contains information regarding the Company App.The Company App and the Company Site work as an integrated system (as applicable, the “System”) that permit certain Customers to make audio-visual recordings of amateur athletic competitions and related events (each, an “Event”) for viewing by Customers and for Customers to exchange information relating to those Events.Customers have differing levels features, benefits and obligations based upon their applicable “role” in the System, as defined more particularly below. 

1                      The System and Customer Roles.

1.1          Athletes.     Athletes” are individuals who participate in amateur athletic teams.

1.2          Events.       Events” are athletic competitions or other events involving Teams (as defined below).  An event may be “restricted” or “unrestricted” as determined by the Team Administrator.If an Event is unrestricted, it may be viewed by any Fan who has viewing rights. If an Event is restricted, it may only be viewed by Fan-Parents who are sponsors of at least one Athlete appearing in the event.Certain Customer roles also have viewing rights to restricted Events as specified elsewhere in these Terms.

1.3          Fans.           Fans” are individuals who pay to obtain a Fan Account (a “Fan Account”) for the ability to view Events featuring a specified Team and exercise the other privileges afforded to Fans.

1.4          Fan-Parents.A “Fan-Parent” is a Fan who has certified that they are the parent or legal guardian of an Athlete and have the legal power to make parental decisions on behalf of that Athlete.

1.5          Organization.An “Organization” is the entity that comprises a league or governing body for the purpose of sanctioning Events involving Teams. 

1.6          Organization Administrator.The “Organization Administrator” is the individual natural person who creates an account for an Organization (an “ Organization Account ”) in the System.

1.7          Recruiting Coach.A “Recruiting Coach” is an individual natural person who performs a coaching or other staff function for a college, university or professional sporting team. 

1.8          Site Host.A “Site Host” is a Customer that owns or controls a venue where Events take place.

1.9          Teams.       A “Team” is a group of Athletes, led by at least one Team Coach, that relate to a Team Account (a “Team Account”) in the System.

1.10       Team Administrator.A “Team Administrator” is the individual natural person who creates a Team Account in the System.

1.11       Team Coach.A “Team Coach” is an individual natural person who performs a coaching function for a Team. The System limits the number of Team Coaches per Team.

1.12       Customer Roles.Each Customer must have at least one role but a Customer may have two or more roles. (For example, a Fan-Parent may also be a Team Coach, and a Team Coach may also be a Team Administrator and an Organization Administrator).

2                      Provisions Applicable to Customer Roles.

2.1          Athletes.     While the System may require an Athlete to click on an “I Accept” button in order to perform certain functions, doing so forms a contract between the Company and the Athlete only if the Athlete is old enough to enter into contracts in the state in which the Athlete resides.To the extent that these Terms purport to impose any obligations on an Athlete, the due performance of all such obligations are the obligation and liability of the Fan-Parent who opens such Athlete’s account (which obligations are joint and several with the Athlete if the Athlete is personally liable under these Terms).

2.2          Fans.           A Fan may view the number of Events indicated in the applicable Order (or an unlimited number of Events for duration of any subscription period as applicable to the Order).  The pricing and additional terms are as specified in each applicable Order.

2.3          Fan-Parents.A Fan-Parent must submit an Order for a monthly or a seasonal subscription.  The length of the subscription, the pricing and any applicable additional terms will be as specified in the applicable Order.  In addition:

2.3.1            Subscription.A Fan-Parent with a monthly subscription will receive a renewal email before the end of the monthly subscription.If the Fan-Parent does not renew the subscription, the Fan-Parent account and the Athlete account sponsored by the Fan-Parent will be suspended at the end of the subscription.If the Fan-Parent purchases a new subscription, the Athlete account sponsored by the Fan-Parent will be restored if applicable data is available from archives. Data that is not available from archives may need to be re-entered by the Fan-Parent where possible.

2.3.2            Parental Rights.By sponsoring an Athlete, a Fan-Parent represents and warrants that such Fan-Parent is the natural parent or legal guardian of the Athlete named and that such Fan-Parent has the legal right to exercise parental authority over the Athlete.  Each Fan-Parent represents and warrants that it is not subject to any court order that would be violated by the Fan-Parent’s entering into these Terms or sponsorship of the Athlete. Each Fan-Parent promises to notify the Company promptly in writing if the representations in this section ever cease to be true.

2.3.3            Liability for Athlete.Each Fan-Parent agrees to be wholly responsible, on a joint and several basis, for any action or omission of the Athlete they sponsor through or in connection with the System.

2.3.4            Recordings and Waiver of Rights.Each Fan-Parent hereby authorizes the applicable Customers to create audio-visual recordings (each, a “Recording”) of Events in which their Athlete appears and grants to the Company an irrevocable and perpetual right and license to copy, maintain, store, publish, display, broadcast, transmit and otherwise commercialize each of such Recordings.  Each Fan-Parent, on behalf of themselves and their sponsored Athlete, hereby waive any right to privacy, any right of authorship or attribution, any “moral right” to any Recording in which they or their Athlete appear. 

2.3.5            Fan Agreement.Each Fan agrees to be legally bound by the Fan Agreement, the provisions of which are incorporated herein by this reference.

2.4          Teams

2.4.1            Team Administrator Responsibility.Each Customer who completes a profile to act as a Team Administrator represents and warrants that such person is duly authorized to act on behalf of the Team and that actions taken by that person on behalf of the Team will legally bind the Team.

2.4.2            Recording and Streaming Events.Each Team Administrator is responsible for familiarizing themselves with the System and the requirements for scheduling Events, restricting and unrestricting Events, administering all the functions applicable to the Team in the System, and recording and streaming Events through the System.

2.4.3            Revenue Sharing.If the Team is entitled to receive Revenue Sharing Payments from the Company, the Team Administrator is responsible for taking possession of such amounts and devoting them exclusively to the benefit of the Team.The Team Administrator is wholly responsible for all legal requirements pertaining to the Team’s receipt of such funds, including any applicable U.S. federal and state tax requirements.

2.4.4            Team Agreement.Each Team, Teach Coach and Team Administrator agrees to be legally bound by the Team Agreement, the provisions of which are incorporated herein by this reference. 

2.5          Organizations

2.5.1            Organization Administrator Responsibility.Each Customer who completes a profile to act as an Organization Administrator represents and warrants that such person is duly authorized to act on behalf of the Organization and that actions taken by that person on behalf of the Organization will legally bind the Organization.

2.5.2            Revenue Sharing.If the Organization is entitled to receive Revenue Sharing Payments from the Company, the Organization Administrator is responsible for taking possession of such amounts and devoting them exclusively to the benefit of the Organization.The Organization Administrator is wholly responsible for all legal requirements pertaining to the Organization’s receipt of such funds, including any applicable U.S. federal and state tax requirements.

2.5.3            Organization Agreement.Each Organization and Organization Administrator agrees to be legally bound by the Organization Agreement, the provisions of which are incorporated herein by this reference.

2.6          Site Hosts

2.6.1            Site Host Responsibility.Each Customer who completes a profile to act as a Site Host represents and warrants that such person is duly authorized to act on behalf of the Site Host and that actions taken by that person on behalf of the Site Host will legally bind the Site Host.

2.6.2            Revenue Sharing.If the Site Host is entitled to receive Revenue Sharing Payments from the Company, the Site Host is responsible for taking possession of such amounts and devoting them exclusively to the benefit of the Site Host.The Site Host is wholly responsible for all legal requirements pertaining to the Site Host’s receipt of such funds, including any applicable U.S. federal and state tax requirements.

2.6.3            Site Host Agreement.Each Site Host agrees to be legally bound by the Site Host Agreement, the provisions of which are incorporated herein by this reference.   

2.7          Recruiting Coaches

2.7.1            Recruiting Coach Responsibility.Each Customer who completes a profile to act as a Recruiting Coach represents and warrants that (a) he or she is duly employed or engaged by the professional sports team, university or other organization that such person purports to represent and (b) he or she plays a role in recruiting athletes for such sports team, university or other organization. 

2.7.2            Recruiting Coach Agreement.Each Recruiting Coach agrees to be legally bound by the Recruiting Coach Agreement, the provisions of which are incorporated herein by this reference.   

3                      Provisions Applicable to All Orders.

3.1          Orders.        An “Order” consists of any electronic order or transaction processed by a Customer through the System in which the Customer attempts to obtain any benefit or feature applicable through the System.Each Order submitted by a Customer creates a contract binding on the Customer and the Company, consisting of the Order, the Service Description applicable to the Services being purchased and these Terms. 

3.2          Fees.           Each Fan must pay for the Services specified in the Order for the fees specified therein (the “Service Fees”).Orders from Fans will renew as indicated in the Order.  If a Fan subscription is not renewed, the Fan’s account will be suspended at the end of the subscription period.  The Company may increase the Service Fees at any time and any such change will take effect on the next renewal of the Fan’s Order. All Service Fees are fully earned when due and non- refundable when paid. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.  If Company collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if Company prevails in any action to which the Customer and Company are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and Company’s reasonable attorneys’ fees.  If any check is returned for insufficient funds Company may impose a processing charge of $35. 

3.3          Service Termination.A Customer may terminate an Order for Services at any time but any accrued and unpaid Service Fees will be due and payable.

3.4          Warranty Limitation. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND COMPANY HEREBY EXPRESSLY DISCLAIMS THE SAME.  COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

4                      Provisions Applicable to all Customers.

4.1          Customer Content.Each Customer hereby represents and warrants to Company, and agrees that Customer will ensure that: (a) Customer is the owner or valid licensee of all of the information, documents, pictures, photographs, videos, graphic items and other data (of every kind and description) that Customer may process through the Services or upload to the System (as applicable, the “Customer Content”), and Customer has secured all necessary licenses, consents, privacy waivers, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, photographs, videos, depictions, names and likenesses contained therein, without any obligation by Company to pay any fees, residuals, guild payments or other compensation of any kind to any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof(as applicable, a “Person”); (b) Customer’s creation, use, uploading to the System, publication, broadcast and display through the System of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated; (c) Customer will comply with all applicable laws, rules and regulations regarding the Customer Content; (d) Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code; and (e) Customer will use the Services only in the manner intended and not for resale or distribution.

4.2          Conveyance of Ownership of Customer Content to Company .      Customer hereby conveys, assigns and transfers to Company all of its right, title and interest in and to the Customer Content including, without limitation, each Recording.

4.3          Acceptable Use Policy.Customer will:

4.3.1            Utilize the Services only in accordance with this Agreement and any applicable law. 

4.3.2            Take care to protect any Customer passwords and take full responsibility for Customer's own, and third party, use of any Customer accounts.

4.3.3            Not copy any content from the Company Site or attempt to download or “scrape” the names of any persons or companies from the Company Site.

4.3.4            Not use the Company Site or any Services to facilitate the transmission of bulk commercial email or spam or for any purpose that is illegal or tortious.

4.3.5            Not (1) publish or post any comment or Customer Content through the System that is racist, derogatory of any national or ethnic group or any sexual orientation, false, defamatory or made with wrongful intent, dishonest, abusive, discriminatory or any content that the Company, in its sole discretion, determines may put the Company in a negative light or may harm the Company’s goodwill or public reputation, or (2) engage in any conduct in any Recording or at any Event that is illegal, defamatory, abusive, discriminatory or in any manner inconsistent with the ideal of good sportsmanship. 

4.3.6            Accurately identify the Customer by name and not attempt to use any name or identifying information that is false or an alias.

4.3.7            Not develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the System or the Company Site or otherwise copy any Recordings or any content found on the Company Site or in the System.

4.4          Privacy.

4.4.1            Company will keep confidential any Customer non-public information provided by Customer to Company for the purpose of obtaining or maintaining the Customer’s account or paying amounts owed to Company (collectively, the “ Customer Confidential Information ”) except that Company will not be obligated to keep confidential any Customer Content that Customer posts on the Company Site or authorizes to be published. 

4.4.2            Company may use the Customer Confidential Information to administer the Customer’s account, collect fees owed by Customer and as reasonably necessary or convenient to facilitate the Services.Company may not provide the Customer Confidential Information to any third party, except for attorneys, accountants, employees and agents working on behalf of Company pursuant to this Agreement. 

4.4.3            Company may collect information regarding the Customer from sources other than the Customer Confidential Information (including data concerning Customer’s usage of the Services and the Company Site) (“Customer Non-Confidential Information”).Company may use the Customer Non-Confidential Information for any purpose and may share Customer Non-Confidential Information with any party so long as the Customer Non-Confidential Information cannot be correlated with, or linked to, Customer Confidential Information.The Company Site may use software cookies or web beacons to track Customer usage of the Company Site or the Services.Information collected by Company through such means is Customer Non-Confidential Information.

4.4.4            Notwithstanding Section 4.4.1, the following shall not be considered Customer Confidential Information:(i) any information that Company can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by Customer; (ii) any information that was in the public domain prior to disclosure by Customer to Company as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the Customer to Company, comes into the public domain through no fault of Company, or (iv) any information that is disclosed to Company without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure.

5                      Customer Representations. Each Customer represents and warrants that (a) all of the information it provides to Company regarding Customer is correct and current, (b) it is legally authorized to enter this Agreement, and (c) any information posted by Customer for publication in the System: (i) complies with all applicable laws, (ii) does not violate any duty the Customer has towards any person or entity including, without limitation, rights of intellectual property, publicity or privacy or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) complies with all of the applicable requirements of these Terms. 

6                      General Provisions.

6.1                 Limitation of Liability.

6.1.1            IN NO EVENT WILL COMPANY’S LIABILITY IN CONNECTION WITH THE SERVICES, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO COMPANY BY CUSTOMER DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

6.1.2            COMPANY CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. COMPANY WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

6.1.3            NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR (EXCEPT AS PROVIDED IN SECTION 6.2) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

6.1.4            The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct.  The limitations contained in Section 6.1.3 shall not apply to liability arising on account of Customer’s indemnification obligations under Section 6.2.

6.2                 Indemnification of Company.Customer shall defend, indemnify and hold harmless Company, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “ Company Indemnitees ”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Company Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer’s breach of any representation, warranty, or covenant contained in these Terms, (ii) the Customer Content or use of the Customer Content, including any allegation of a third party involving invasion of privacy, unauthorized use of name or likeness, or unauthorized publicity, (iii) violation by Customer or any of agents of any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of the Customer Content, or the use of the Services in combination with hardware, software or content not provided by Company, (v) claims or actions by third parties relating to or arising out of Customer’s use of the Services, and (vi) any damage to Company’s servers or other hardware caused by Customer.

 

7                      Miscellaneous.

7.1                 Independent Contractor.Company and each Customer are independent contractors and nothing contained in this Agreement places Company and Customer in the relationship of principal and agent, employer and employee, partners or joint venturers.Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

7.2                 Governing Law; Jurisdiction.Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Georgia, except that all arbitration and related proceedings conducted pursuant to Section 5.3 below, including without limitation confirmation proceedings, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq.The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT THAT IS NOT SUBJECT TO MANDATORY ARBITRATION PURSUANT TO SECTION 5.3 BELOW MUST BE BROUGHT IN A GEORGIA STATE OR FEDERAL COURT LOCATED IN FULTON COUNTY, GEORGIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

7.3                 Mandatory Arbitration.Notwithstanding Section 5.2 above, each party agrees that any dispute between the parties arising out of this Agreement or in any manner relating to the Services must be submitted by the parties to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as administered by Resolutions Resources Corp. of Atlanta, Georgia (or such other recognized provider of arbitration services agreed upon by both parties) before a single arbitrator, appointed in accordance with such rules.  Any such dispute shall address only the claims brought by the applicable party and no party may represent a class of similarly situated persons.Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof.Any such arbitration will be held in Atlanta, Georgia.  Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section. 

7.4                 Headings. The headings herein are for convenience only and are not part of this Agreement.

7.5                 Entire Agreement; Amendments.This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.In case of a conflict between this Agreement and any Order, confirmation, correspondence or other communication of Customer or Company, the terms and conditions of this Agreement shall control.This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by Company in its sole discretion, which modifications will be effective upon posting to Company Site.

7.6                 Severability.All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable.  If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

7.7                 Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures.Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein.  Company may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in Company’s billing records.

7.8                 Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy.No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

7.9                 Assignment; Successors.Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of Company.  Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.10              Limitation of Actions.No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than one year after the cause of action has arisen.

7.11              Counterparts.If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  If this Agreement is signed electronically, Company’s records of such execution shall be presumed accurate unless proven otherwise.

7.12              Force Majeure.Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

7.13              No Third-Party Beneficiaries.Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. 

7.14              Government Regulations.Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

 

 

************* *End of Terms of Service*****************

Linked Agreements

Fan Agreement

Team Agreement

Organization Agreement

Site Host Agreement

Recruiting Coach Agreement

************************

 


 

Fan Agreement

This Fan Agreement is incorporated into the Terms of Service (the “Terms”) applicable to all Customers that purchase Services from AthletesGoLive, LLC (the “Company”) and capitalized terms that are not defined herein are used as defined in the Terms as follows:

Each Fan agrees to:

1.       Pay the applicable subscription fee for each fan pass or other subscription the Fan purchases.

2.       View Events through the System only for personal viewing purposes and not for re-broadcast, re-transmission or any public display or performance.

3.       Not record or make any permanent copies of any of the audio or visual recordings available through the System. 

4.       Not use any of the features or functions of the System for any illegal purpose.

Each Fan-Parent , in addition to the agreements set forth above that apply to each Fan, further agrees:

1.       The Athlete sponsored by the Fan-Parent is the legal child or ward of the Fan-Parent and the Fan-Parent is entitled to exercise parental rights or the rights of guardianship over such Athlete.

2.       If the parental or guardianship status of the Fan-Parent should change at any time, the Fan-Parent will cease to sponsor the Athlete at any time after the Fan-Parent ceases to have parental rights or the rights of guardianship over such Athlete.

3.       The Fan-Parent will exercise appropriate supervision over their sponsored Athlete and will be jointly and severally liable for all of the acts and omissions of the Athlete taken on or through the System.

 


 

Team Agreement

This Team Agreement is incorporated into the Terms of Service (the “Terms”) applicable to all Customers that purchase Services from AthletesGoLive, LLC (the “Company”) and capitalized terms that are not defined herein are used as defined in the Terms as follows:

Each Team, Team Administrator and Coach agrees to:

1.       Properly utilize the System, in accordance with the documentation and help information available within the System, to record and stream Events for the Team.

2.       Properly utilize the System to restrict, or unrestricted, Events for viewing according to the policies adopted by the Team with the consent of the Team’s Athletes and their parents or guardians.

3.       View Events through the System only for personal viewing purposes and not for re-broadcast, re-transmission or any public display or performance.

4.       Not record or make any permanent copies of any of the audio or visual recordings available through the System. 

5.       Not use any of the features or functions of the System for any illegal purpose.

6.       Upon request from the Company, provide the Company with any necessary documentation required for the Company to pay the Team its Revenue Sharing Payment.

 

The Company agrees to pay the Team, via check to such account as the Team Administrator may designate, a Revenue Sharing Payment equal to [twenty-two percent (22%)] of the Team Revenue collected by the Company.  The Company will calculate and pay the Team on a monthly basis, based upon Team Revenue collected during the preceding month.Team Revenue” means, for any calendar month, the aggregate revenue collected by the Company from Fans of the Team, as calculated and tracked by the System.

 


 

Organization Agreement

This Organization Agreement is incorporated into the Terms of Service (the “Terms”) applicable to all Customers that purchase Services from AthletesGoLive, LLC (the “Company”) and capitalized terms that are not defined herein are used as defined in the Terms as follows:

Each Organization and Organization Administrator agrees to:

1.       Properly utilize the System, in accordance with the documentation and help information available within the System, to perform the functions applicable to the Organization.

2.       View Events through the System only for personal viewing purposes and not for re-broadcast, re-transmission or any public display or performance.

3.       Not record or make any permanent copies of any of the audio or visual recordings available through the System. 

4.       Not use any of the features or functions of the System for any illegal purpose.

5.       Upon request from the Company, provide the Company with any necessary documentation required for the Company to pay the Organization its Revenue Sharing Payment.

 

The Company agrees to pay to the Organization, via check to such account as the Organization Administrator may designate, a Revenue Sharing Payment equal to [nine percent (9%)] of the Organization Revenue collected by the Company.  The Company will calculate and pay the Organization on a monthly basis, based upon Organization Revenue collected during the preceding month.Organization Revenue” means, for any calendar month, the aggregate revenue collected by the Company from Fans of Teams who are part of the Organization, as calculated and tracked by the System.

 

 


 

Site Host Agreement

This Site Host Agreement is incorporated into the Terms of Service (the “Terms”) applicable to all Customers that purchase Services from AthletesGoLive, LLC (the “Company”) and capitalized terms that are not defined herein are used as defined in the Terms as follows:

Each Site Host agrees to:

1.       Properly utilize the System, in accordance with the documentation and help information available within the System, to perform the functions applicable to the Site Host.

2.       View Events through the System only for personal viewing purposes and not for re-broadcast, re-transmission or any public display or performance.

3.       Not record or make any permanent copies of any of the audio or visual recordings available through the System. 

4.       Not use any of the features or functions of the System for any illegal purpose.

5.       Upon request from the Company, provide the Company with any necessary documentation required for the Company to pay the Site Host its Revenue Sharing Payment.

 

The Company agrees to pay contracted Site Hosts, via check to such account as the Organization Administrator may designate, a Revenue Sharing Payment equal to [eight percent (8%)] of the Site Revenue collected by the Company.  The Company will calculate and pay the Organization on a monthly basis , based upon Site Revenue applicable to the preceding month.Site Revenue” means, for any week (Monday through Sunday) in which one or more Events are streamed or recorded from the Site, an amount equal to the Apportioned Weekly Revenue applicable to each Team who appeared in such Event.

For each Team, its “ Apportioned Weekly Revenue ” means the aggregate amount that the Company would collect during a complete sport season from all of the Fans associated with that Team, based upon all of the subscriptions in effect as of any date of determination, divided by the number of weeks during that complete sport season.

 


 

Recruiting Coach Agreement

This Recruiting Coach Agreement is incorporated into the Terms of Service (the “Terms”) applicable to all Customers that purchase Services from AthletesGoLive, LLC (the “Company”) and capitalized terms that are not defined herein are used as defined in the Terms as follows:

Each Recruiting Coach agrees to:

1.       Properly utilize the System, in accordance with the documentation and help information available within the System, to perform the functions applicable to the Site Host.

2.       View Events through the System only for personal viewing purposes and not for re-broadcast, re-transmission or any public display or performance.

3.       Not record or make any permanent copies of any of the audio or visual recordings available through the System. 

4.       Not use any of the features or functions of the System for any illegal purpose.

5.       Promptly notify the Company if, at any time, the Recruiting Coach ceases to represent the sporting team, university or other institution (as applicable, the “ Represented Institution ”) that it represented at the time it created its profile as a Recruiting Coach.

6.       Utilize the messaging features of the System to communicate with Fan-Parents (and the Athletes of such Fan-Parents with the permission of such Fan-Parents) only for purposes soliciting them for consideration of the Represented Institution.