THESE TERMS OF USE (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND 1845 SOLUTIONS, INC., A DELAWARE CORPORATION (“COMPANY”, “WE”, OR “US”). THESE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE COMPANY'S SOFTWARE, PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, WEBSITES, MOBILE APPLICATIONS, APPLICATION PROGRAMMING INTERFACES, ONLINE PORTALS, AND ATHLETIC ASSESSMENTS (COLLECTIVELY, “COMPANY OFFERINGS”).
YOU MAY BE ASKED TO AGREE TO THESE TERMS IF YOU ARE: (A) AN ATHLETIC FACILITY OR OTHER SPORTS ORGANIZATION USING COMPANY OFFERINGS TO MANAGE TEAMS, GROUPS AND/OR PLAYERS (“ORGANIZATION”), (B) A COACH OR INSTRUCTOR TO WHOM AN ORGANIZATION WISHES TO GRANT ACCESS TO THE ORGANIZATION'S ACCOUNT (“INSTRUCTOR”), OR (C) AN ATHLETE WHO IS AT LEAST 18 YEARS OF AGE OR THE PARENT OR LEGAL GUARDIAN OF AN ATHLETE UNDER 18 YEARS OF AGE, IN EACH CASE, USING COMPANY OFFERINGS TO MEASURE AND TRACK ATHLETIC PERFORMANCE.
IN THESE TERMS, “YOU” REFERS TO YOU. IF YOU ARE CREATING AN ACCOUNT IN ORDER TO USE COMPANY OFFERINGS ON BEHALF OF AN ENTITY, THEN YOU ARE AGREEING TO THESE TERMS FOR THAT ENTITY AND PROMISING TO US THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS (AND, IN WHICH CASE, “YOU” REFERS TO THAT ENTITY).
BY USING COMPANY OFFERINGS, YOU ARE AGREEING TO ALL THE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE COMPANY OFFERINGS.
General Use
By using Company Offerings, you represent, acknowledge and agree that you are at least 18 years of age.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, Company hereby grants you a non-exclusive and non-transferable right to access those Company Offerings provided by Company to you solely for your internal business purposes. Except for the foregoing right, you have no other rights in Company Offerings. All rights not expressly granted by Company to you are reserved.
Access Credentials
In order to use Company Offerings, you must register with Company for an account. You are responsible for maintaining the confidentiality of your login and password (“Access Credentials”), and you are responsible for all activities that occur using your Access Credentials. You agree not to share your Access Credentials, let others access or use your Access Credentials or do anything else that might jeopardize the security of your Access Credentials. You agree to promptly notify Company if your Access Credentials are lost, stolen, if you are aware of any unauthorized use of your Access Credentials on Company Offerings or if you know of any other breach of security in relation to Company Offerings.
All the information that you provide when registering for an account and otherwise through Company Offerings must be accurate, complete and up to date. You may change, correct or remove certain information from your account by logging into your account directly and making the desired changes.
Your Responsibilities
You shall not, directly or indirectly, and you shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of Company Offerings; (b) modify, translate, or create derivative works based on any element of Company Offerings; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use Company Offerings; (d) use Company Offerings for timesharing purposes or otherwise for the benefit of any person or entity (other than you or an Organization to whom you are providing services); (e) remove any proprietary notices from Company Offerings; (f) use Company Offerings for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of Company Offerings; (h) attempt to gain unauthorized access to Company Offerings or their related systems or networks; and/or (i) engage in any screen scraping, or use any spider or other automatic data collection method, in connection with Company Offerings.
You shall: (a) be solely responsible for all use of Company Offerings under your account; (b) use Company Offerings only in accordance with these Terms; (c) use Company Offerings only in accordance with all applicable laws and regulations, including, without limitation, privacy laws, data protection laws and biometric privacy laws; and (d) provide Company with reasonable cooperation regarding information requests from law enforcement or regulators.
You are solely responsible for all information, data, photos, videos, graphics, sounds, text, messages, and other content and materials uploaded, submitted, transmitted or otherwise provided by you or on your behalf to Company Offerings (“Data”). You acknowledge and understand that Data provided by you may include potentially personally-identifiable information. You may not upload, submit, transmit or otherwise provide to Company Offerings any Data that is protected by any intellectual property rights, privacy rights, publicity rights or other rights of any third party without the express permission of the third party.
Company is entitled to delete Data provided by you or suspend your access to Company Offerings: (a) where you are in breach of these Terms; (b) where removal or blocking of Data is necessary to protect the security, or integrity of Company Offerings, the Company, or any third party; or (c) in order to respond to law enforcement or any other governmental authority.
You shall indemnify and hold harmless Company and its officers, directors, employees, affiliates, agents, licensors, and business partners from claims, suits, actions, demands and proceedings (including action by a government authority) and all losses, damages, costs, expenses (including reasonable attorneys' fees) and liabilities related thereto arising out of or related to (a) your use of Company Offerings or the use of Company Offerings by any person using your Access Credentials other than as authorized hereunder, (b) Data provided by you, (c) any claim or demand from a third party or government authority that your use of Company Offerings violates any applicable law or regulation, or the intellectual property rights, privacy rights, publicity rights or other rights of any third party, (d) your breach of these Terms, or (e) your access or use of Company Offerings from outside the United States.
If you are an Organization, you are responsible for the acts and omissions of, and the full compliance of these Terms by, each individual authorized by you to use Company Offerings, including, without limitation, your Instructors.
Athlete Information
“Athlete Information” means all information, data, and other materials that are accessible to you via Company Offerings relating to athletes and their performance in athletic assessments or other developmental programming and competitive play. You are prohibited from: (i) scraping or otherwise extracting Athlete Information from Company Offerings; (ii) inputting or loading any Athlete Information into your internal network or IT systems; or (iii) inputting or loading any Athlete Information into the network or IT systems of any third party. You may view Athlete Information solely within Company Offerings.
Free Services and Paid Services
We may make Company Offerings, or a portion of Company Offerings, available to you on an unpaid or free basis (“Free Services”). Other than Free Services, access to Company Offerings requires that you pay fees to Company (“Paid Services”). Fees may be set forth in an ordering document, either online or offline (“Order Form”), entered into between you and Company.
Fees
If you purchase Paid Services, you agree to pay all applicable fees.
Except as otherwise expressly stated in an Order Form, all fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes associated with your order, except such Taxes imposed on or measured by Company's net income.
Except as otherwise expressly stated herein or in an Order Form, payment obligations are non-cancelable and non-refundable. Fees payable will be made without setoff or counterclaim, and without any deduction or withholding.
If Company does not receive fees by the due date, then at Company's discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, if any amounts owed by you are ten or more days overdue, Company may suspend or terminate your access to Company Offerings and account and terminate these Terms.
Proprietary Rights
As between you and Company, all right, title and interest in Company Offerings, and all modifications and enhancements thereof, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Company or Company's licensors and providers, as applicable. You hereby grant Company a royalty-free, fully paid-up, worldwide, transferable, irrevocable, perpetual license (with rights to sublicense through multiple tiers of sublicensees) to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, publicly perform, practice and exploit all evaluations, ideas, feedback and suggestions made by you to Company regarding Company Offerings (collectively, “Feedback”) and all intellectual property rights in the Feedback.
You grant to Company a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, perpetual, transferrable license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Data provided by you to provide and operate Company Offerings, to comply with applicable laws, and to enforce Company's terms and policies. Company agrees to use any personally identifiable information contained in any Data provided by you in accordance with Company's Privacy Policy.
You acknowledge and agree that the services provided to you include the improvement of Company Offerings, and accordingly, Company may use Data provided by you for the purposes of improving Company Offerings. You grant to Company a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, perpetual, transferrable license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, modify, prepare derivative works, and analyze Data provided by you (including using automated systems and algorithms) to develop, train, maintain, and improve Company Offerings, other Company products and services, and Company's artificial intelligence models.
Company may, unless prohibited by applicable law, de-identify and/or anonymize Data provided by you and aggregate such De-identified Data (collectively, “Aggregated Data”) for the purpose of developing, training, maintaining, and improving Company Offerings, other Company products and services, and Company's artificial intelligence models. All De-identified Data and Aggregated Data shall be owned solely and exclusively by Company.
Third Party Offerings
“Third Party Offerings” means business application services, software or products provided by third parties that interoperate with Company Offerings.
Company Offerings may contain features designed to interoperate with Third Party Offerings. To use such features, you may be required to obtain access to such Third Party Offering from their providers.
Any use by you of any Third Party Offerings, and any exchange of data between you and any provider of a Third Party Offering, is solely between you and the applicable provider of the Third Party Offering. Company does not warrant or support any Third Party Offering. If you install or enable any Third Party Offering for use with Company Offerings, you acknowledge that Company may allow providers of that Third Party Offering to access your data and information as required for the interoperation and support of such Third Party Offering with Company Offerings.
Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH COMPANY OFFERINGS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS. COMPANY OFFERINGS ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS, AND COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT UNDER THE UCC.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT WARRANT THAT: (A) THE USE OF COMPANY OFFERINGS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) COMPANY OFFERINGS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED THROUGH COMPANY OFFERINGS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) COMPANY OFFERINGS WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN COMPANY OFFERINGS WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE COMPANY OFFERINGS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU DIRECTLY TO COMPANY FOR COMPANY OFFERINGS IN THE TWELVE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY SHALL NOT BE LIABLE TO YOU, IN CONNECTION WITH ANY ATHLETIC ASSESSMENT OR ANY FAILURE TO PROVIDE ANY ATHLETIC ASSESSMENT, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS BY YOU ARISING OUT OF OR RELATING TO SUCH ATHLETIC ASSESSMENT OR FAILURE TO PROVIDE ANY ATHLETIC ASSESSMENT, EXCEED THE FEES PAID BY YOU DIRECTLY TO COMPANY FOR THAT ATHLETIC ASSESSMENT.
Changes
Company may make changes to Company Offerings at any time. In addition, Company can change, update, or add or remove provisions of these Terms, at any time, by posting the updated Terms on Company Offerings or otherwise providing notice to you, provided that, if you purchase Paid Services, any changes that materially reduce Company's obligations under these Terms with respect to those Paid Services do not apply during the then-current term of the applicable Order Form. By using Company Offerings after Company has updated the Terms, you are agreeing to all the updated Terms.
Term, Termination, and Survival
If you use Free Services, with respect to such Free Services, either party may terminate these Terms for any reason or for no reason upon written notice to the other party.
If you purchase Paid Services, these Terms continue for the duration of the subscription period set forth in your Order Form, except that either party may terminate these Terms (including any and all Order Forms) upon written notice to the other party in the event the other party commits a material breach of these Terms or an Order Form and fails to remedy such material breach within 30 days of written notice (or in case of your failure to pay fees, within 10 days of written notice).
Upon any termination of these Terms, your account terminates, and you must cease any further use of Company Offerings. The termination of the account of an Organization simultaneously terminates the Instructor accounts associated with that Organization.
The termination or expiration of these Terms for any reason shall not affect the Company's rights or your obligations that expressly or by their nature continue and survive (including, without limitation, the provisions concerning intellectual property ownership, limitation on liability, indemnity, license to use Feedback, right to use De-identified Data and Aggregated Data, warranties, and the warranty disclaimers).
General
Washington state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or Company Offerings will be heard in the federal and state courts located in King County, Washington, as applicable.
If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company's failure to enforce any of these Terms is not a waiver of such term. Neither party may assign its rights under these Terms without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the other party's consent, assign its rights under these Terms to any person or entity in connection with a merger or an acquisition, divestiture, or sale of all or substantially all of its assets.
Company shall not be liable for any failure or delay in performance under these Terms or any Order Form due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; epidemics or pandemics; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities; or any other event beyond the reasonable control of Company.
Company controls and operates Company Offerings from its headquarters in the United States of America and Company Offerings may not be appropriate or available for use in other locations. If you use Company Offerings outside the United States of America, you are responsible for following applicable local laws.
Contact Us
If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at team@est1845.com.