Terms and Conditions of Sports: Unstoppable Web Site Use
Updated October 3, 2014
These TERMS OF SERVICE (this "Agreement") are agreed to between Sports: Unstoppable, LLC (“Sports: Unstoppable”) and you (“You”).
Sports: Unstoppable has developed an online service (the “Service”) providing individual end users (“Users”) the ability to provide, manipulate and share content (“Content”). Sports: Unstoppable makes the Service available through the zombieyou3d.com, Sportsunstoppable.com and other websites designated by Sports: Unstoppable (each a “Site”) and applications (including applications operating on third-party platforms, each, an “Application”) operated and provided by and on behalf of Sports: Unstoppable (the Service, together with each Site and Application, together, the “Platform”).
Before becoming a User, and before accessing or using the Platform, Content and Services as a User, You are required to agree to the terms of this Agreement.
Unless You later enter into any the other agreements with Sports: Unstoppable regarding the Platform, this Agreement is the complete and exclusive agreement between You and Sports: Unstoppable regarding Your access to and use of the Platform, Content and Services. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Sports: Unstoppable relating to Your use of the Platform, Content or Services.
PLEASE CAREFULLY READ THIS AGREEMENT. by ACCESSING OR USING THE PLATFORM, Content or services, or by clicking a box that states that you accept or agree to these terms, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, Sports: Unstoppable IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT or SERVICES and YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT or SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT or SERVICES, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.
1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Agreement is entered into as of the earlier of the date You first download or install an Application or first access or use the Platform, Content or Services (the “Effective Date”) and will continue until terminated as set forth herein.
3. Modifications. Sports: Unstoppable reserves the right, at any time, to modify the Platform, Content, Services or this Agreement, by making those modification available on the Platform or by providing notice to You as specified in this Agreement. Modifications will be effective immediately upon posting on the Platform or such other notice. You may cease using the Platform, Content or Services at any time if you do not agree to any modification. However, You will be deemed to have agreed to such modification through Your continued use of the Platform, Content or Services following such notice.
4. Eligibility. The Platform, Content and Services are intended for use by individuals 13 years of age and older. If You are 13 or older but younger than 18, then You may establish Your own Account and access and use the Platform, Content and Services only if Your parent or guardian accepts this Agreement on Your behalf. If you are a parent or guardian entering this Agreement for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the Platform, Content or Services.
5. Account. You may be required to establish an account on the Platform (an “Account”) to access an Application, the Content and Services, and certain portions of the Platform. Approval of Your request to establish an Account will be at the sole discretion of Sports: Unstoppable. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform, Content or Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Sports: Unstoppable immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that Sports: Unstoppable, in its sole discretion, deems offensive.
1. To the Platform. Subject to Your compliance with this Agreement, Sports: Unstoppable will permit You to access and use the Platform and the Content and Services as made available through the Platform, solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You are required to agree to before being given access to any specific areas of the Platform. Any additional agreement is in addition to this Agreement and will govern your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.
2. To Applications. Subject to Your compliance with this Agreement, Sports: Unstoppable will permit You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform, Content and Services. You may install each Application only on a single computer or mobile electronic device or smart phone owned or controlled by You and used only for Your own personal and non-commercial purposes in accordance with this Agreement and any applicable documentation accompanying the Application or otherwise provided to You by Sports: Unstoppable. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application or any IPR (as defined below) therein or related thereto. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.
3. To Content. Unless otherwise noted on the Platform, and except for Your Submissions (as defined below), all Content is owned by Sports: Unstoppable or its licensors. You are solely responsible for Your use of any Content. Subject to Your compliance with this Agreement, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform and Services. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact Sports: Unstoppable.
4. To Third-Party Services. Certain of the Applications may link to or operate on platforms operated by third-party providers, and the Platform may provide You with the choice to access services developed, provided or maintained by third-party service providers (collectively, “Third Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You are required to agree to before being given access to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement.
8. Purchases. You may be offered the opportunity to purchase, subscribe to, or otherwise obtain access to Content, Services, or other products or services through the Platform for an additional fee. Any purchase or subscription will be subject to any terms and conditions displayed in connection with the purchase or subscription in addition to the terms of this Agreement. Unless otherwise indicated on the Platform, purchases or subscriptions made by You through the Platform cannot be exchanged and any fees or charges in connection with those purchases or subscriptions are non-refundable. All information that You provide in connection with a purchase or other transaction through the Platform will be accurate complete and current. You authorize Sports: Unstoppable (or a company chosen to act on behalf of Sports: Unstoppable) to charge the credit card, debit card, mobile services account, or other payment method provided in connection with any transaction made through Your Account on the Platform and agree to honor all charges incurred in connection with any such transaction.
9. Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination); (3) You will immediately delete any Applications downloaded or installed prior to termination; and (4) Sports: Unstoppable may delete Your Account and any of Your Submissions (as defined below) held by Sports: Unstoppable at any time. Sections 1 (Definitions), 8 (Your Purchases), 9 (Termination), 12 (Ownership), 13 (Warranties and Disclaimer), 14 (Indemnity), 15 (Limitation on Liability), 16 (Data Privacy), 18 (Disputes), 19 (Governing Law and Venue) and 20 (Additional Terms) will survive any expiration or termination of this Agreement.
10. Suspension. Without limiting Sports: Unstoppable’s right to terminate this Agreement, Sports: Unstoppable may also suspend Your access to Your Account and the Platform, Content or Services (including Your Submissions), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Sports: Unstoppable to be inappropriate or detrimental to the Platform, Services, Sports: Unstoppable, or any other Sports: Unstoppable customer or user.
11. Platform Technology. The Platform, and the databases, software, hardware and other technology used by or on behalf of Sports: Unstoppable to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Sports: Unstoppable. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
12. Ownership. Sports: Unstoppable retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your right to access the Platform, Content and Services under this Agreement. The Sports: Unstoppable name, logo and all product and service names associated with the Platform, Content and Services are trademarks of Sports: Unstoppable and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
13. Warranties and Disclaimer. Each party hereby represents and warrants that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on behalf of such party; and (3) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM, CONTENT and SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” and Sports: Unstoppable AND ITS providers EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO the SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title or non-infringement. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Sports: Unstoppable, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES expressly SET FORTH IN THIS SECTION.
14. Indemnity. You hereby agree to indemnify, defend, and hold harmless Sports: Unstoppable and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Platform, Content or Services, any Submissions You provide to the Platform, and any breach by You of this Agreement. Sports: Unstoppable will provide You with notice of any such claim or allegation, and Sports: Unstoppable will have the right to participate in the defense of any such claim at its expense.
15. Limitation on Liability. Sports: Unstoppable will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT OR SERVICES, EVEN IF Sports: Unstoppable HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. Sports: Unstoppable’s TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND all SERVICES provided under this agreement, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. You agree THAT Sports: Unstoppable WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Sports: Unstoppable’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. Claims of Infringement. Sports: Unstoppable respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Sports: Unstoppable, LLC
1818 Library Street, Suite 500
Reston VA, 20190
Please provide the following information to Sports: Unstoppable’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
18. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Sports: Unstoppable in San Francisco, California U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
19. Governing Law and Venue. Your use of the Website and Sports : Unstoppable’s services and this Agreement is governed and will be enforced under the laws of the Commonwealth of Virginia applicable to contracts made, executed and wholly performed in Virginia. You unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the Commonwealth of Virginia and you will not object on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. Neither the Uniform Computer Information Transactions Act nor the United Nations Convention on Contracts for the International Sale of Goods apply and their applicability is expressly excluded. You agree printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings.
20. Additional Terms. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Sports: Unstoppable. Any assignment in violation of the foregoing will be null and void. Sports: Unstoppable may assign this Agreement to any party that assumes Sports: Unstoppable’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform, Content or Services may contain links to third-party sites that are not under the control of Sports: Unstoppable. Sports: Unstoppable is not responsible for any content on any linked site and You access any third-party site from the Platform, Content or Services at Your own risk. Sports: Unstoppable may reference You as a user of the Platform and use Your name and logo, as applicable, in listings of users of the Platform appearing on the Platform and for other marketing and promotional purposes relating to the Platform, Content or Services.