Terms of Use Agreement

TERMS OF USE AGREEMENT

THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER CLAUSE. BY USING THIS SITE, YOU ARE ACCEPTING THE TERMS OF USE AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST US, WITH A FEW EXCEPTIONS (FOR EXAMPLE, IF YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE AS DESCRIBED IN SECTION 13.5 BELOW) , YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT) AND ONLY ON AN INDIVIDUAL (AND NOT A CLASS ACTION) BASIS.

This is the official Terms of Use Agreement (“Agreement”) for the MyCoachReviews.com website, application or other interactive service (“Site,”). “we,” “us” or “our”). The Site is owned, operated and/or provided by Club Sports 360, LLC (“Club Sports 360, LLC,” “we,” “us,” or “our”).

Terms of Use Agreement Highlights

For your convenience, the following highlights provide a quick summary of our Terms of Use Agreement. Please read the entire Terms of Use Agreement for more detailed information, as the highlights are only intended as a quick summary and not as a full description of what the Terms of Use Agreement provides. If you have questions about this Terms of Use Agreement, please contact us via the Contact Us page.

Terms of Use Agreement Scope; Eligibility; Additional Terms

This Terms of Use Agreement describes your rights and responsibilities relating to the Site that provides an authorized link to this Terms of Use Agreement and is a legally binding agreement between you, on the one hand, and Club Sports 360, LLC, on the other hand.

There are age and other eligibility requirements for this Site. This Site is governed by and operated under U.S. law.

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Modifications to this Agreement

We may modify this Terms of Use Agreement from time to time. We shall post or display notices of material changes on the Site and/or e-mail you or notify you upon login about these changes; the form of such notice is at our discretion. Once we post them on the Site, these changes become effective immediately and if you use the Site after they become effective it will signify your agreement to be bound by the changes.

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Rules of Conduct

You agree not to use the Site in prohibited ways.

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Postings

You are responsible for any content that you post (or which is posted under your name or username) on or through the Site and make certain representations and warranties regarding any content that you post. You also grant Club Sports 360, LLC certain rights to use any such content. We reserve the right to review, monitor, edit and/or screen any content you post and, if we determine that a post does or may violate this Terms of Use Agreement, we may also take other actions such as refusing to allow you to post, revoking your right to use the Site and using other means to enforce the terms of this Terms of Use Agreement.

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Postings

Deactivation/Termination of Your Registration or Use

You may deactivate your account at any time. We may terminate your use of, and/or registration on, the Site at any time for any or no reason.

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Disclaimer and Limitation of Liability

You understand that the Site is made available “as is” and “as available” without any guaranty, representations and warranties. You understand that the Site and Club Sports 360, LLC disclaim any and all warranties regarding the Site and are not liable for any loss or damage of any kind relating to the Site or this Agreement. The Site is maintained on servers in the U.S.

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Indemnification

You agree to indemnify the Site, Club Sports 360 LLC and others as described from claims relating to your breach or violation of this Terms of Use Agreement, your use of the Site or the public posting or other permitted use of your posts.

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Governing Law, Jurisdiction, Venue and Jury Trial Waiver

Any claim relating to your use of the Site and this Agreement is subject to exclusive jurisdiction and venue in the state or federal courts in Los Angeles, state of California. California laws apply.

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This Agreement covers the following areas:

  1. Eligibility; Additional Terms; Binding Agreement.
  2. Registration.
  3. Modifications to this Agreement.
  4. Ownership of Intellectual Property.
  5. Advertising.
  6. Rules of Conduct.
  7. Postings.
  8. Hyperlinks to Third Party Sites.
  9. Deactivation/Termination of Your Registration or Use.
  10. Disclaimers and Limitations of Liability.
  11. Indemnification.
  12. Privacy.
  13. Resolution of Disputes; Binding Arbitration; No Class or Representative Actions or Arbitrations.
  14. Governing Law, Jurisdiction, Venue and Jury Trial Waiver.
  15. Miscellaneous Terms.
  16. Beta Releases.
  1. ELIGIBILITY; ADDITIONAL TERMS; BINDING AGREEMENT.

This Site is designed and targeted to audiences residing in, and is governed by and operated in accordance with the laws of, the United States of America, its territories and possessions (“U.S.”). You must be at least 18 years of age or older (“Site Minimum Age”) and reside in the United States, and you must play or have played youth sports, or be a parent of a child who plays/played youth sports, or be a youth sports coach or otherwise have relevant experience with the youth sports coach you are reviewing (the “Site Posting Requirements”) to use this Site. If you are not yet the Site Minimum Age, do not meet the Site Posting Requirements and/or do not meet any other eligibility requirements, or, if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately because by using or attempting to use the Site, you certify that you are at least the Site Minimum Age, meet the Site Posting Requirements, meet any other eligibility and residency requirements of the Site and agree to all of the terms and conditions of this Agreement.

These terms and conditions regarding your use of the Site constitute a legally binding agreement between you, on the one hand, and Club Sports 360, LLC, on the other hand.

In this Agreement, the term “Site” includes all websites and web pages within or associated with the Site (such as third level domain names and other subdomains) as well as any equivalent, mirror, replacement, substitute or backup websites and web pages that are associated with the Site. By using this Site, you understand, acknowledge and agree that you will abide by the terms of this Agreement and any additional terms that govern certain products and/or services which will be presented in conjunction with those products and/or services (“Additional Terms”), including, but not limited to, any terms that may be provided on the Site relating to the submission of content, media and materials you submit for posting on the Site (“User Content Submission Agreement”), the rules of participation which govern certain activities and services and any posting guidelines we may issue from time to time. The Site’s Additional Terms and the Privacy Policy are hereby incorporated in this Agreement by reference. If there is a conflict between this Agreement and Additional Terms for the activity which you choose to participate in, the Additional Terms shall govern. This Agreement will remain in full force and effect as long as you are a user of the Site and, in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement (including, but not limited to, the Privacy Policy and any Additional Terms), such as any indemnifications, warranties and limitations of liability.

The words “use” or “using” in this Agreement means any time an individual (a “user”), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from the Site, transmit, receive or exchange data or communicate with the Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Site, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or sites or any links that may direct your browser or your connection to third party sites or pages. This is the entire and exclusive Agreement between you and us regarding use of the Site and it cannot be modified, except as specifically described below in Section 3. This Agreement applies regardless of whether you are accessing the Site via a personal computer, a mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).

  1. REGISTRATION.

If you register as a member of the Site, you are required to either use a pre-existing Display Name and password (together, your “Display Name”) or select a new unique Display Name in order to access and use certain features or functions of the Site. Please read our Privacy Policy, which provides additional information on options we may provide to register on the Site and the information we collect, use, disclose, manage and store. Your Display Name and password are personal to you and you may not allow any others to use your Display Name or password under any circumstances. To the fullest extent permissible by law, we are not liable for any harm caused or related to the theft or misappropriation of your Display Name or password, disclosure of your Display Name or password, or your authorization of anyone else to use your Display Name or password. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your Display Name or password or any other need to deactivate your Display Name or password due to security concerns.

  1. MODIFICATIONS TO THIS AGREEMENT.

We reserve the right to revise the terms of this Agreement, at any time and from time to time, for any reason in our sole discretion by posting an updated Terms of Use Agreement without advance notice to you. We shall post or display notices of material changes on the Site’s homepage and/or otherwise on the Site and/or e-mail you or notify you upon login about these changes; the form of such notice is at our discretion. Once we post them on the Site, these changes become effective immediately and, if you use the Site after they become effective, it will signify your agreement to be bound by the changes. You should check back frequently and regularly review the terms and conditions of this Agreement, including, but not limited to, any Additional Terms and the Privacy Policy, so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.

  1. OWNERSHIP OF INTELLECTUAL PROPERTY.

The contents of this Site, including all Site software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of Club Sports 360, LLC, and any of its successors and assigns, and any of its respective licensors (for example, certain software on this Site may contain software owned by third parties and Postings may be owned by you or third parties), Advertisers (as defined below), suppliers, and operational service providers and are legally protected under applicable U.S. and foreign laws, rules and regulations and international treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “Site” includes “Material” as well. The Site is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material you are permitted to download, transmit, display, print or reproduce from the Site. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of Club Sports 360 LLC or its owner if Club Sports 360 LLC is not the owner. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly to infringe the intellectual property rights of others.

We take protection of copyrights, both our own and others, very seriously. We therefore employ multiple measures to prevent copyright infringement over this Site and to promptly end any infringement that might occur. If you have evidence, know, or have a good faith belief that content residing on or accessible through the Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by email to our designated Copyright Agent at copyright@mycoachreviews.com. If you believe that the Site contains elements that infringe your copyrights in your work, please

In any such notice, please include sufficient information to address the items specified below:

  • Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.
  • Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit us to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.
  • Include details of your claim to the material, or your relationship to the material’s copyright holder.
  • Provide your full name, address, and telephone number should we need to clarify your claim.
  • Provide a working email address where we can contact you to confirm your claim.
  • If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
  • If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”
  • Sign the document, physically or electronically.
  1. ADVERTISING.

From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties (collectively, the “Advertisers”), such as our advertisers, sponsors, or promotional partners, as a result of your use of the Site. All such communication, interaction and participation is strictly and solely between you and such Advertisers and, to the fullest extent permissible by law, we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

  1. RULES OF CONDUCT.

Your use of the Site is subject to all applicable laws, rules and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your Display Name or password. You are also prohibited from using the Site (or attempting to use the Site, or allowing, enabling or condoning others to use the Site) in a manner that:

  • is or is likely to be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
  • discusses us or in a clearly false or misleading manner, is unrelated to our products or services, or includes personal information of individuals or trade secrets;
  • discourages or is likely to discourage any person, firm or enterprise from using all or any portion, features or functions of the Site, or from advertising, linking or becoming a supplier to us in connection with the Site;
  • sends or results in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
  • uses the Site for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages;
  • transmits, distributes or uploads programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
  • forges any TCP/IP packet header or part of the header information in any email, newsgroup posting or other posting for any reason;
  • violates any laws, rules or regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order or any treaties, or violates or infringes upon any copyright or other intellectual property rights, rights of publicity or privacy or any other rights of ours or of any other person, firm or enterprise;
  • gains or enables unauthorized access to the Site or any of its features or functions, other users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Site;
  • modifies, disrupts, impairs, alters or interferes with the use, features, functions, operation or maintenance of the Site or the use and enjoyment of the Site by any other person, firm or enterprise;
  • collects, obtains, compiles, gathers, transmits, reproduces, deletes, revises, views or displays any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so;
  • except with our prior permission, uses manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site; or
  • otherwise violates or is inconsistent with this Agreement, including, but not limited to, any Additional Terms and the Privacy Policy.
  1. POSTINGS.

Your comments, suggestions and information are important to us. Portions of this Site may provide you and other users an opportunity to participate in forum services, blogs, web communities and other message and communication facilities (“Communities”) and may provide you with the opportunity, through such Communities or otherwise, to submit, post, display, transmit and/or exchange information, ideas, opinions, messages, content, media, materials or other information (collectively, “Posts” or “Postings”). If this Site provides a User Content Submission Agreement, such terms govern any User Content (as defined therein) which are also Postings under this Agreement and such User Content Submission Agreement are Additional Terms under this Agreement.

7.1 Responsibility for Postings; Our Right to Review, Monitor, Edit and/or Screen and Take Other Actions.

You understand, acknowledge and agree that Postings are the sole responsibility of the person from which such Postings originated. This means that you are solely and entirely responsible for the consequences of all Postings that you (including, but not limited to, Postings made under your name, Display Name and/or email address) upload, post, email, transmit or otherwise make available via the Site. Except for the licenses, authorizations, consents and rights granted hereunder (including, but not limited to, as described in any User Content Submission Agreement that may be posted on this Site), as comprehensive and broad as they may seem or actually be, Club Sports 360 LLC acquires no title or ownership rights in or to any User Content you submit and nothing in this Agreement conveys to us any ownership rights in your User Content.

Postings do not reflect the views of Club Sports 360 LLC and Club Sports 360 LLC does not represent or guarantee the truthfulness, accuracy or reliability of any Posting or endorse or support any opinions expressed in any Postings. Club Sports 360 LLC does not control any Postings submitted, although we may (in our sole discretion) use automated and/or manual means of reviewing Postings in order to prevent unauthorized content from appearing and being displayed on our Site. Club Sports 360 reserves the right to review, monitor, edit and/or screen any Postings and to delete, remove, move, re-format, edit or reject, without notice to you, any Postings that we deem, in our sole discretion, to be in violation of this Agreement or to be unacceptable to Club Sports 360 LLC, or for any reason or for no reason whatsoever; provided, however, that Club Sports 360 LLC shall have no obligation or liability for failure to do so or for doing so in any particular manner. If we change your Postings, you will not be responsible for any such changes we make.

If we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, in addition to our rights as described in this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (i) refuse to allow you to Post; (ii) remove and delete Postings; (iii) revoke your right to use the Site; and/or (iv) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the Site.

The amount of storage space on the Site per user is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings. Postings are subject to all of the terms of this Agreement, including, but not limited to, the Rules of Conduct.

7.2 Grant of Rights; Representations, Warranties and Covenants.

If a Posting originates from you or your account, you hereby agree that (and each time you submit (or attempt to submit) a Posting, you reaffirm such agreement that): (i) you specifically authorize Club Sports 360 LLC to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together with or as part of other information, content and/or material of any kind or nature; (ii) you represent, warrant and covenant that (A) the Posting is original to you and/or fully cleared for use as contemplated herein, (B) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (C) the Posting does not contain libelous, tortuous, obscene or otherwise unlawful material or information, (D) the Posting, and Club Sports 360 LLC’s exercise of the rights you grant to Club Sports 360 LLC to the Postings, will not infringe upon, misappropriate or otherwise violate any copyright or other intellectual property, privacy, publicity or other rights of any party, or otherwise violate any other applicable law, rule or regulation, (E) the Posting shall not be injurious to the health of any user, (F) Club Sports 360 LLC shall not be required to pay or incur any sums to any person or entity as a result of our permitted use or exploitation of the Posting, and (G) all of the information provided by you associated with your Posting is complete and accurate; and (iii) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you additionally represent, warrant and covenant to Club Sports 360 LLC that (A) you have the right to grant Club Sports 360 LLC the right to use all such Postings as described above, and (B) the Posting was produced in compliance with all applicable laws and regulations.

Upon the request of the Site or of Club Sports 360 LLC, you will promptly furnish any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with any or all of the terms and conditions of this Agreement, including, without limitation, the foregoing representations, warranties and covenants and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Postings you submit that may be subject to these requirements.

Notwithstanding anything to the contrary, you also understand and agree that Club Sports 360 LLC shall not be obligated or responsible for providing any guild or residual payments in connection with the submission and exploitation of any Posting.

7.3 Claims Regarding Content.

If you believe that any content on the Site (including, without limitation, Postings) violates any of the terms of this Agreement, you may contact us via the Contact Us page. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.

  1. HYPERLINKS TO THIRD PARTY SITES.

The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Site or any other form of link or re-direction of your connection to, with or through the Site, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, Club Sports 360 LLC, any of its successors and assigns, and any of its respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers. We do not verify, endorse or have any responsibility for any such third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, even if Club Sports 360 LLC’s logo(s) or sponsorship identification is on the third party site as part of a co-branding or promotional arrangement. If any third party site obtains or collects Personal Information or other information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes how Club Sports 360 LLC collects and uses your Personal Information and other information and certain of our relationships.

  1. DEACTIVATION/TERMINATION OF YOUR REGISTRATION OR USE.

We may terminate your use of and registration on the Site, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. See our Privacy Policy for more information about deactivation or termination of accounts by parents or legal guardians if you have not yet reached the age of majority where you live.

  1. DISCLAIMER AND LIMITATIONS OF LIABILITY.

THIS SITE, AND ALL MATERIALS, GOODS AND SERVICES AND POSTINGS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) OR ANY GUARANTY OR ASSURANCE THE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS RELATING TO YOUR USE OF THE SITE. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SITE, INCLUDING, WITHOUT LIMITATION, POSTINGS AND MATERIALS ASSOCIATED WITH YOUR USE OF THE SITE.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CLUB SPORTS 360 LLC, AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT, RELATING TO THE SITE OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, HOWEVER ARISING OR CAUSED, WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OR CHARACTERIZATION OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITING THE FOREGOING, THE SITE IS MAINTAINED ON SERVERS IN THE UNITED STATES AND CLUB SPORTS 360 LLC DISCLAIMS ALL LIABILITY FOR ANY USE NOT SPECIFICALLY AUTHORIZED OR THAT IS IN VIOLATION OF THIS AGREEMENT OR THE LAWS OR REGULATIONS THAT MAY APPLY TO YOU IN ANY JURISDICTION OR COUNTRY.

NOTWITHSTANDING ANY CLAIM THAT A SOLE OR EXCLUSIVE REMEDY WHICH IS PROVIDED IN THIS AGREEMENT MAY OR DOES FAIL OF ITS ESSENTIAL PURPOSE, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE SHALL BE LIMITED TO HAVING CLUB SPORTS 360 LLC, UPON WRITTEN NOTICE FROM YOU TO US, ATTEMPT TO REPAIR, CORRECT OR REPLACE ANY DEFICIENT GOODS OR SERVICES UNDER THIS AGREEMENT AND, IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE FOR CLUB SPORTS 360 LLC, TO REFUND ANY MONIES ACTUALLY PAID BY YOU TO CLUB SPORTS 360 LLC FOR THE GOODS OR SERVICES INVOLVED AND TO TERMINATE AND DISCONTINUE YOUR USE OF THE SITE. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THE CAPACITY OF THE SITE, IN THE AGGREGATE AND FOR EACH USER, IS LIMITED. CONSEQUENTLY SOME MESSAGES AND TRANSMISSIONS MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE RESTRICTED OR DELAYED OR BECOME COMPLETELY INOPERABLE. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT CLUB SPORTS 360 LLC ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION TO TRANSMIT, PROCESS, STORE, RECEIVE OR DELIVER TRANSACTIONS OR POSTINGS OR FOR ANY FAILURE OR DELAY ASSOCIATED WITH ANY POSTINGS AND YOU ARE HEREBY EXPRESSLY ADVISED NOT TO RELY UPON THE TIMELINESS OR PERFORMANCE OF THE SITE FOR ANY TRANSACTIONS OR POSTINGS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION.

You agree to indemnify, defend and hold the Site, Club Sports 360 LLC, and any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from any breach or violation of this Agreement by you.

Club Sports 360 LLC reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Club Sports 360 LLC in the defense of any such claim, action, settlement or compromise negotiations, as requested by Club Sports 360 LLC.

  1. PRIVACY.

We respect your privacy and the use and protection of your Information. Please see our Privacy Policy, for important information and disclosures relating to the collection and use of your Information in connection with your use of the Site.

  1. RESOLUTION OF DISPUTES: BINDING ARBITRATION; NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS

13.1 Binding Arbitration and Exclusions from Arbitration.

EXCEPT AS PROVIDED BELOW OR UNLESS YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE (AS DESCRIBED IN SECTION 13.5), ANY AND ALL CLAIMS BETWEEN YOU AND CLUB SPORTS 360 LLC WILL BE RESOLVED IN BINDING ARBITRATION RATHER THAN IN COURT.You and Club Sports 360 LLC agree to submit to individual arbitration the resolution of any and all Claims by or between you and/or Club Sports 360 LLC, except that you and Club Sports 360 LLC agree that the following will not be subject to the mandatory arbitration provisions in this Section 13.1:(A) any Claim filed by you or Club Sports 360 LLC with respect to any violation, enforcement or validity of patent, trademark, trade dress, service mark, copyright and/or trade secret rights of you, Club Sports 360 LLC, or any third party, including, but not limited to, Claims related to content that you upload to or share on the Site and/or (B) you or Club Sports 360 LLC may seek a preliminary injunction, restraining order or other provisional equitable relief in any court as provided in Section 14 in connection with any Claim whereby you or Club Sports 360 LLC, as applicable, may suffer immediate and irreparable harm for which money damages may be inadequate and impossible to calculate (including, but not limited to, a Claim under Section 13.1(A)), where such Claim under this Section 13.1(B) will not be subject to the informal dispute resolution procedures described in Section 13.2 below; provided, however, that, subsequent to obtaining such preliminary injunction, restraining order or other provisional equitable relief, the Claim will then be submitted to arbitration in accordance with Section 13. You and Club Sports 360 LLC agree that this Agreement affects interstate commerce, and that the enforceability of Section 13 will be governed by, construed, and enforced, both procedurally and substantively, by the Federal Arbitration Act, 9 U.S.C. sections 1-9 (“FAA”). Arbitration is the referral of a dispute to one or more impartial persons for a final and binding determination. There is no judge or jury in arbitration, discovery is more limited than in court, there are no class or representative proceedings, and court review of an arbitration decision is limited. An arbitrator must follow this Agreement and can award on an individual basis the same damages and relief as a court (including, but not limited to, injunctive and declaratory relief, statutory damages, and attorneys’ fees). “Claim(s)” means any dispute, claim or controversy by or between you and/or Club Sports 360 LLC relating to the Site and/or this Agreement (including, but not limited to, this Site’s Privacy Policy and all Additional Terms, Rules, regulations, procedures and policies which we refer to in this Agreement), as may be modified from time-to-time, and the subject matter hereof, including, but not limited to, any contract, tort, statutory, or equity claims.

13.2 Informal Dispute Resolution.

Except with respect to Claims described in Section 13.1(B) above, before either you or Club Sports 360 LLC pursue or participate in any Claim against the other party in arbitration or court proceedings, you or Club Sports 360 LLC must notify the other party of the Claim in writing at least 60 days in advance of initiating the arbitration or court proceeding in order to provide a reasonable opportunity to resolve the Claim.You may send a written notice of your Claim to Club Sports 360 LLC at 21550 Oxnard St, Suite 200, Woodland Hills, CA 91367, Attention: Club Sports 360 LLC. Club Sports 360 LLC may send written or electronic notice of its Claim to your email address, Club Sports 360 LLC account or any physical or other address Club Sports 360 LLC has for you. The notice must describe the Claim in reasonable detail and set forth the relief requested so that the other party has an opportunity to adequately address the Claim. Except with respect to Claims described in Section 13.1(B) above, you and Club Sports 360 LLC agree to negotiate in good faith with each other to try to informally resolve the Claim and, if you and Club Sports 360 LLC do not reach an informal resolution of the Claim within 60 days, then the Claim may be submitted to binding arbitration as set forth in Section 13 or court as permitted by Section 13.1.

13.3 Arbitration Proceedings and Costs.

In the event that the Parties are unable to resolve any Claim informally, then such Claim shall be submitted to final and binding arbitration. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). If you initiate the arbitration proceedings, you must send a copy of any initiating forms to Club Sports 360 LLC, which should be sent to Club Sports 360 LLC at the following address: 21550 Oxnard St, Suite 200, Woodland Hills, CA 91367, Attention: Club Sports 360 LLC General Counsel. The parties agree that the costs of the arbitration (excluding attorney’s fees) will be shared pro rata to the extent permitted by law, except you agree to reimburse Club Sports 360 LLC for all fees associated with the arbitration (including attorneys fees) paid by Club Sports 360 LLC in the event the arbitrator determines that the Claim(s) you assert in the arbitration are frivolous or vexatious. The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. In all cases, you and Club Sports 360 LLC shall exchange documents and other information that you or Club Sports 360 LLC intend to use in the arbitration. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the Parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any California state or federal court with experience in matters involving the industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles county. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.

13.4 Class Action Waiver.

UNLESS YOU SUBMIT A VALID ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE (AS DESCRIBED IN SECTION 13.5), YOU AND CLUB SPORTS 360 LLC AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WHETHER IN ARBITRATION OR IN COURT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.You and Club Sports 360 LLC expressly agree that any Claim is personal to you and Club Sports 360 LLC, shall only be resolved by an individual arbitration (or individual court proceedings with respect to Claims excluded from mandatory arbitration as described in Section 13.1 of this Agreement), and shall in no event be brought as a class arbitration, a class action, or any other representative proceeding. The arbitrator (or court if the Claim is excluded from mandatory arbitration as described in Section 13.1 of this Agreement) may only conduct an individual arbitration (or court action if the Claim is excluded from mandatory arbitration as described in Section 13.1 of this Agreement), and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court or arbitrator determines that this class action waiver is unenforceable in an action between you and Club Sports 360 LLC, then this Agreement to arbitrate will be unenforceable. Neither you nor Club Sports 360 LLC consent to class arbitration.

13.5 Right to Opt Out of Mandatory Arbitration and Class Action Waiver.

IF YOU DO NOT WISH TO BE BOUND BY THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN SECTIONS 13.1, 13.3 AND 13.4, YOU MUST NOTIFY CLUB SPORTS 360 LLC IN WRITING (THE “Arbitration/Class Action Waiver Opt-Out Notice”), WHERE THE ARBITRATION/CLASS ACTION WAIVER OPT-OUT NOTICE MEETS ALL OF THE FOLLOWING REQUIREMENTS:

13.5.1 Sent by first class mail, postage prepaid, certified and return receipt requested or sent by overnight courier service (such as Federal Express) to Club Sports 360 LLC, Attention: Club Sports 360 LLC, 21550 Oxnard St, Suite 200, Woodland Hills, CA 91367.

13.5.2 Postmarked (if sent by first class mail) or deposited with the overnight courier service no later than 45 days after you accept this Agreement for the first time.

13.5.3 Includes your first and last name, address, phone number, email address and, if applicable, your username if you are a registered user of the Club Sports 360 LLC website(s), application(s) or other interactive services(s) along with an identification of the Club Sports 360 LLC website(s), application(s) or other interactive services(s) for each such username. We shall use the foregoing information included in the Arbitration/Class Action Waiver Opt-Out Notice to record, process, maintain and administer your opt-out of the mandatory arbitration and class action waiver provisions and not for marketing purposes.

13.5.4 Includes a statement that you do not agree to the mandatory arbitration and class action waiver.

If the Arbitration/Class Action Waiver Opt-Out Notice meets all of the above requirements, you will be deemed to have opted out of the mandatory arbitration and class action waiver provisions in Section 13.1, Section 13.3 and Section 13.4 with respect to all Club Sports 360 LLC websites, applications or other interactive services (including, but not limited to, those owned, operated and/or provided by Club Sports 360 LLC. Note that a valid Arbitration/Class Action Waiver Opt-Out Notice applies only to the individual identified in such notice as opting out.

If the Arbitration/Class Action Waiver Opt-Out Notice does not meet all of the above requirements, you will not be deemed to have opted out of the mandatory arbitration and class action waiver provisions in Section 13.1,Section 13.3 and Section 13.4.

  1. GOVERNING LAW, JURISDICTION, VENUE AND JURY TRIAL WAIVER.

With the exception of the provision above that the enforceability of Section 13 is governed both procedurally and substantively by the FAA, this Agreement and your use of the Site is otherwise governed by, construed and enforced in accordance with the laws of the State of California (without regard to that state’s conflict of laws rules).

You or Club Sports 360 LLC shall initiate arbitration in the United States county or territory in which you reside or, if you do not reside in the United States or one of its territories, in the non-United States country in which you reside; provided, however, that (a) Club Sports 360 LLC may request to transfer the arbitration to Los Angeles county, California, if it agrees to pay any additional fees or costs you incur as a result of the change in location as such additional fees or costs are determined by the arbitrator and to the maximum extent permitted by law and, upon such request, (b)(i) if you agree to such request, the arbitration shall be transferred to Los Angeles county, California, or (ii) if you do not agree to such request, Club Sports 360 LLC shall have right to request that the arbitrator determine the location in which the arbitration shall be held. You and Club Sports 360 LLC agree that any Claim that is allowed to proceed in court as set forth in Section 13.1 of this Agreement (including, but not limited to, as a result of your submission of a valid Arbitration/Class Action Waiver Opt-Out Notice), or otherwise proceeds in court in the event the agreement to arbitrate above is found not to apply to you or a particular Claim as a result of a decision by the arbitrator or a court order, is subject to exclusive jurisdiction and venue in the Federal Courts situated in the city of Los Angeles, State of California.

To the extent it may be applicable, you and Club Sports 360 LLC agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. If any Claim proceeds in court rather than in arbitration, YOU AND CLUB SPORTS 360 LLC WAIVE ANY RIGHT TO A JURY TRIAL.

  1. MISCELLANEOUS TERMS.

Agreement, together with any Additional Terms, our Privacy Policy and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and the Site and supersedes any and all prior or inconsistent understandings relating to the Site and your use of the Site. This Agreement cannot be changed or terminated orally and may not be modified except as described in this Agreement. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action relating to this Agreement or your use of the Site, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The laws and regulations of the U.S. restrict the export and re-export of certain technology and you agree not to use, export or re-export any Material relating to the Site in violation of those laws and regulations. The section titles in this Agreement are for convenience only and do not have any legal effect.

  1. Beta Releases. From time to time, we may offer a beta version of new services available through the Site (a “Beta Release”), you acknowledge and agree that the Beta Release may contain, in our sole discretion, more or fewer features or different licensing terms than a subsequent commercially available version of the Site. While we generally intend to distribute commercial release versions of the Beta Release, we reserve the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by us to be suitable for commercial use, and that it may contain errors affecting its proper operation. YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. WE SPECIFICALLY DISCLAIM ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

This Terms of Use Agreement is effective immediately. Copyright © 2021

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