Asset 2
AVAILABLE FOR DOWNLOAD IN THE IOS APP STORE

SPORTNINJA INC.

TERMS OF USE

Last Updated: Sept 24, 2018

These terms and conditions of use (the “Terms of Use”) apply to your access to and use of any content, features, materials, applications, widgets and/or services provided through the website located at www.sportninja.com (the “Website”), the SportNinja mobile/tablet application (the “App”), and such other websites, applications, locations and/or services as may be made available from time to time (collectively, the “Services”) by SportNinja Inc. (“SportNinja”, “we”, “us”, “our”). 

For the purposes of these Terms of Use, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization, or other non-individual entity, then (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services, as well as for the use of your account by others affiliated with your entity, including any employees, agents and/or contractors.

BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS OF USE, AND ALL APPLICABLE LAWS AND REGULATIONS, AND YOU REPRESENT TO US THAT  YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE YOU ARE NOT AUTHORIZED TO USE ANY OF THE SERVICES PROVIDED BY SPORTNINJA.

PLEASE READ THE FOLLOWING CAREFULLY SO THAT YOU UNDERSTAND THESE TERMS OF USE, AS THEY CONTAIN IMPORTANT INFORMATION REGARIDNG YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS, EXCLUSIONS AND INDEMNITIES.

THESE TERMS OF USE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

All users of SportNinja’s Services must accept and comply with the terms and conditions set forth herein. Your use of the Services is subject to these Terms of Use. If you are not willing to be bound by each and every term and condition, or if any representation made by you herein is not true, you may not use, and must immediately cease accessing, the Services. Certain portions of the Services may be subject to additional terms and conditions specified by us from time to time and your use of the Services is subject to those additional terms and conditions.

Any and all amateur sports organizations, leagues or teams, including their authorized representatives, that are registered with the Services are solely responsible for ensuring that any individuals, companies, organizations or other non-individual entities who will be registered, accessing or using the Services in connection with such organization, league or team accept and comply with these Terms of Use. SportNinja takes no responsibility for, and assumes no liability in connection with, obtaining such acceptance of these Terms of Use.

About the Services

SportNinja provides a platform that allows players, parents, staff and organizers of amateur sports leagues to connect with each other, including by uploading and viewing statistics from their games and matches.

Privacy Policy

Our privacy practices in operating the Services are described in our Privacy Policy located at www.sportninja.com/privacypolicy.com (“Privacy Policy”). Please review the Privacy Policy to learn about:

  • what information we may collect about you;
  • what we use that information for;
  • what third-party information, if any, you are agreeing to share by using the Services; and
  • with whom we share that information.

You acknowledge that you have read the Privacy Policy, as it may be updated from time to time, and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in these Terms of Use and such Privacy Policy, which is incorporated herein by reference and forms an integral part hereof.

Your Account

Your use of the Services will require an account identifying you as a user (an “Account”).  When you create an Account, you will be asked to provide certain information which will be subject to our Privacy Policy. You may create an Account by completing the registration process set forth on the Website/App.

In order to register an Account, you must be (a) at least 13 years of age.

In connection with your Account, you (and your staff, if any) are the sole authorized user of your Account. You are solely responsible for (a) your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account; and (b) any and all activities that occur under your Account, including all activities of any persons who gain access to your account, with or without your permission. SportNinja has no control over the use of your or any user’s account and expressly disclaims any liability derived therefrom.

You must not register for an Account on behalf of any individual other than yourself (except if you are the parent or legal guardian of such individual), or on behalf of any company, organization or other non-individual entity unless you are duly authorized to do so by such entity.

Should you suspect that any unauthorized party may be using or accessing your Account or you suspect any other breach of security with respect to your Account, you agree to immediately notify us of (a) any such unauthorized use of (i) your Account, (ii) any service provided through your Account, or (iii) any password related to your Account; or (b) any other such breach of security with respect to your Account or any service provided through it; and (c) you agree to cease all use of the Services and provide assistance to us, as requested, to stop or remedy any breach of security related to your Account. All such notifications must be sent to support@sportninja.com.

You agree to provide true, current, accurate and complete customer information as requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

You agree we may update your information with information your bank or credit card issuer may supply, or other information available to us. All such personal information is subject to the Privacy Policy.

We may assign you, or you may create, a password and account identification to enable you to access and use certain portions of the Services. Each time you use a password or identification, you will be deemed to be authorized to access and use the Services in a manner consistent with these Terms of Use and we have no obligation to investigate the authorization or source of any such access or use of the Services.

Eligibility

The Services are intended solely for users who are 13 years of age or older, and any registration, use or access to the Services by anyone under 13 is unauthorized, unlicensed, and in violation of these Terms of Use. We may terminate your Account, delete any content or information that you have posted on or through the Services, and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) for any reason or no reason, at any time in our sole discretion, with or without notice, including without limitation if we have any reason to believe that you are under 13.

If you are under the greater of 18 years of age or the age of majority in your jurisdiction, you may use the Services only if you either are an emancipated minor (where that term is legally effective), or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

License to Use

Subject to your compliance with these Terms of Use, we hereby grant you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Services (and to download a single copy of the App onto your own mobile or tablet device, including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any related documentation), solely on computers and devices that you own or control, for transitory, non-commercial purposes, provided that with respect to any materials obtained from the Services, you may not:

  1. modify, copy, reproduce, distribute or transmit the Services or Content;
  2. publicly display, publish or perform the Services or Content (for any purpose, commercial or non-commercial);
  3. attempt to reverse engineer, decompile, translate, adapt, obscure or otherwise discern the source code of any software or database contained in or accessed through the Services (including any updates or upgrades thereto or any constituent parts thereof);
  4. develop or create derivative works based on the Services or its source code;
  5. transfer, assign, encumber, rent, lease, loan, sublicense, sell or otherwise exploit the Services or Content; or
  6. use the Services or Content for any commercial purposes;
  7. remove any copyright of other proprietary rights’ notice or restrictive rights legend contained or included in the Services;
  8. attempt to circumvent any functionality that controls access to or otherwise protects the Services;
  9. permit any third party to engage in any of the acts described herein; or

without our prior, written consent (except as permitted by law). All rights not expressly granted to you are reserved by us and, if applicable, our licensors.  For greater clarity, you are permitted to provide links to the Services through email, social media, or other similar methods, provided that such methods do not involve framing or embedding of any portion of the Services within another website or service, imply any affiliation between you and us, or you and the Services, or portray us or the Services in a false, misleading, derogatory or otherwise defamatory manner. Any attempt to do any of the foregoing is a violation of the rights of SportNinja and its licensors. If you breach any of these restrictions, you may be subject to prosecution and damages.

Third Party Terms – The following terms and conditions apply to you if you are using a version of the App obtained from the Apple App Store or Google Play (together the “App Stores”), as the case may be:

  1. For the purposes of this Section, “Apple” includes any of its subsidiaries or affiliates, and “Google” includes and of its subsidiaries or affiliates.
  2. To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to Apps from the App Stores.
  3. You acknowledge and agree that these Terms of Use are solely between you and SportNinja, not Apple or Google, and that Apple and Google have no responsibility for the App, the content thereof or any liability related to compliance or non-compliance by SportNinja or you (or any other user) under these Terms of Use.
  4. Your use of the App must comply with the App Stores’ terms and conditions and to the extent of any conflict between the App Stores’ terms and conditions and these Terms of Use, the App Stores’ terms and conditions shall apply with respect to you use of the App.
  5. You acknowledge that neither Apple nor Google has any obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple or Google, and the case may be, and Apple or Google will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use.
  6. You and SportNinja acknowledge that Apple and Google are not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and SportNinja acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, SportNinja, not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.
  7. You must comply with applicable third party terms of agreement when using the App.
  8. You and SportNinja acknowledge and agree that Apple and Google are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of these Terms of Use, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

Proprietary Rights

In these Terms of Use, “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

Our Content – Except where expressly stated otherwise, all right, title and interest in and to the Services and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Services (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and is protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed to you subject to these Terms of Use, including the disclaimers and limitations of liability herein. Nothing in your use of the Services or these Terms of Use grants you any right, title or interest in or to Our Content except the limited right to use the Services as set out herein.

Third Party Content – Content, websites, products and/or services accessed or available through the Services or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Services or these Terms of Use grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Services as set out herein. You agree that SportNinja is not responsible for examining or evaluating content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Content. SportNinja does not warrant or endorse, and does not assume and will not have any liability or responsibility to you or any other person for, any Third Party Content. In addition, Third Party Content may not be available in all languages or in all countries. SportNinja makes no representation that any Third Party Content is appropriate or available for use in any particular location. To the extent that you choose to access and/or use such Third Party Content, you do so at your own initiative and risk, and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

Your Content – The Services may contain, among others, bulletin board, chat, forum, blog, social media, comments or other communication services. We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transfer to us, or any third party, using the Services (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting Your Content to us or any third party through the Services, whether or not through use of, or associated with, your Account:

  1. you will be deemed to have thereby granted us a royalty-free, non-exclusive, transferable, worldwide, fully paid-up, irrevocable, perpetual license to access, use, copy, reproduce, distribute, transmit, display, edit, delete, publish, translate, modify, adapt and create derivative works from Your Content to the extent reasonably required by us to provide the Services as they may exist from time to time, in any medium whatsoever, or to ensure adherence to, or enforce, these Terms of Use;
  2. you will be deemed to have thereby confirmed, represented and warranted to us that
  1. you own and control all right, title and interest, as well as the power and authority necessary, to grant such license to Your Content to us as set out above;
  2. Your Content is current, accurate and complete;
  3. Your Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity; and
  4. where applicable, before submitting Your Content, you have received the express consent, of the athlete whose information will be uploaded to the Services; and
  1. you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (i) infringes any Third Party Content or other third-party intellectual property rights, or (ii) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

Data Protection – We will and have established commercially reasonable security measures to ensure that our personnel only use Your Content in accordance with the license granted under these Terms of Use.

Deletion of Your Content – We reserve the right to remove any of Your Content for any reason, including if we determine in our sole discretion that it violates any law or any right of any person, infringes the intellectual property rights of any person, or is otherwise inappropriate for posting on the Services. You acknowledge and agree that we may retain a copy or copies of Your Content for archival or compliance purposes or to otherwise provide the Services to you or others, subject always to your license to us set out above, even if you delete your Account to which Your Content is connected. If permitted by the functionality of the Services, you may delete Your Content from the communication facilities thereupon, though we may retain a copy internally thereof for compliance purposes.

Responsibility for Content – You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Services. You further acknowledge and agree that we take no responsibility and assume no liability for any of Your Content.

Public Transmission and Caching – You acknowledge and agree that the technical processing and transmission of the Services, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.

Advertising – We shall have the right, without notice, to insert advertising data into the Services, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy.  If you elect to have any business dealings with any party whose products or services may be advertised on the Services, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to or have any responsibility or liability related thereto.  You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.

Feedback – All right, title and interest in and to any and all comments, ideas, suggestions and impressions of the Services and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.

Compliance and Complaints – We do not have any obligation to censor or review any [of Your Content, to censor or review any Third-Party Content or to monitor use of the Services. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Services and monitor, review and retain any Content, including Your Content, if we believe in good faith that such activity is reasonably necessary to provide the Services to customers, ensure adherence to or enforce these Terms of Use, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Services by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and restrict, suspend or terminate your access to the Services, including your Account, and remove Your Content from our servers.

Proprietary Notices

Copyright Complaints  If you believe that any Content on the Services infringes upon any copyright or other intellectual property right that you own or control, you may send a written notification of such infringement to our designated agent

by e-mail at: support@sportninja.com

Attn: Designated Agent

To meet the notice requirements under the Digital Millennium Copyright Act , the notification must be a written communication that includes the following:

  1. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  2. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  3. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
  4. a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
  5. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
  6. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

To meet the notice requirements under Canada’s Copyright Act, the notification must be a written communication that includes the following:

  1. the claimant’s name and address;
  2. the identity of the work to which the alleged infringement relates;
  3. the claimant’s interest or rights in respect of the work;
  4. the type of infringement claimed;
  5. the electronic location data for which the alleged infringement relates; and
  6. the date and time of the alleged infringing activity.

Infringer and Repeat Infringer Policy – We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Services or terminate the Account of any user who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.

Acceptable Use and Prohibitions

In addition to any other terms or conditions regarding your use of the Services in these Terms of Use, we may require you to agree to specific terms for particular services, products or areas of the Services from time to time by confirming your agreement.  Any such additional terms which you agree to will be deemed incorporated into these Terms of Use.

Proper Conduct (Things You Must Do) – Without limiting the generality of anything else contained in these Terms of Use, you must ensure that:

  1. you only use the Services for lawful purposes; and
  2. you protect the Services and its proprietary content, information and other materials from any unauthorized use;
  3. you keep secure and confidential your Account password and identification which enable you to access and use the Services;
  4. you only use the Services for your own use;
  5. you provide us with whatever proof of identity we may reasonably request;
  6. if at any time you become aware of any violation, by any person or entity under your control, of any part of these Terms of Use, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation; and

Prohibited Conduct (Things You Must Not Do) – Without limiting the generality of anything else contained in these Terms of Use, you agree that you will not, in connection with the Services, directly or indirectly, do or permit any of the following:

  1. use the Services if you are not fully able and legally competent to agree to these Terms of Use;
  2. impair the proper operation of the network or attempt to harm the Services in any way whatsoever;
  3. post, upload, reproduce, distribute or otherwise transmit any Content that
    1. is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,
    2. contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,
    3. is defamatory, infringing, or unlawful,
    4. is inappropriate, offensive, profane, obscene, indecent or otherwise objectionable materials or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility),
    5. gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation,
    6. constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; or
    7. incites discrimination, hate or violence towards one person or a group because of their belonging to a race, religion, nationality, sexuality, gender or other human rights-protected group of persons;
  4. cause nuisance, annoyance or inconvenience;
  5. engage in threats, harassment, intimidation, defamation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
  6. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
  7. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Services;
  8. impersonate or falsely represent your association with any person, including a representative of us;
  9. disrupt or threaten the integrity, operation or security of any service, computer or any Internet system;
  10. impair the proper operation of the Services or attempt to harm the Services in any way whatsoever;
  11. disable or circumvent any access control or related process or procedure established with respect to the Services;
  12. sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal, personal, non-commercial purposes), any portion of, use of or access to, any Services, except where expressly authorized by us;
  13. harvest, scrape, extract, gather, collect, or store personal information about others without their express consent; or
  14. harvest, scrape, or use any robot, spider, crawler, script or other automated means or interface not provided by us to access the Services or to extract data, collect information or otherwise interact with the Services;
  15. permit any third party to engage in any of the acts described herein;

If you breach any of these restrictions, you may be subject to prosecution and damages. SportNinja is not responsible in any way for any such use by you or any other user, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmission that you may receive as a result of using the Services.

Termination

If you breach any of the terms or conditions of these Terms of Use, all licenses granted by us, including permission to use the Services, will terminate automatically. Additionally, we may, in our sole discretion, suspend, disable, restrict or terminate your use of the Services, including your Account and Your Content, effective at any time, without notice to you, for any reason, including if the operation or efficiency of the Services or our or any third party’s equipment or network is impaired by your use of the Services, we have received a third party complaint which relates to your use or misuse of the Services, or you have been or are in breach of any term or condition of these Terms of Use.

You acknowledge and agree that termination, curtailment, or suspension of these Terms of Use for any reason may result in restrictions of, disruptions to or cessation of your or third party access to your Account and Your Content, and you hereby agree to release us from any and all liability and claims of loss resulting from restrictions, disruptions or cessations. If your use of the Services is suspended or restricted, we will have no obligation to forward any of Your Content to you or any third party.

Disclaimers, Limits of Liability and Indemnities

Internet-Based Limitations – Your use of the Services depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (ii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

Customer Acknowledgement – You expressly acknowledge and agree that (i) you are solely responsible for your interactions with other users of the Services and that all use of the Services provided by us is at your own risk, (ii) Content that you may access while using the Services may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein, and (iii) all products and services provided under these Terms of Use (including, without limitation, any Third Party Content) are provided on an “as is” and “as available” basis. You further acknowledge and agree and these disclaimers, limitations of liability and indemnities, together with the other provisions in these Terms of Use that limit liability, are essential to these Terms of Use and that we would not be willing to grant you the rights set forth herein but for your agreement to the these disclaimers, limitations of liability and indemnities; you are agreeing to these disclaimers, limitations of liability and indemnities to induce us to grant you the rights set forth in these Terms of Use.

Disclaimer of Warranties – We make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the Services (including, without limitation, any Third Party Content).  We expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, durability, quiet enjoyment, title or non-infringement of third party rights, interference with enjoyment, completeness, integration, freedom from defects or disabling devices, or uninterrupted use, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever. For greater certainty, we do not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free, (iii) the Services will operate or be compatible with any other application or any particular system or device, or (iv) defects in the Services will be corrected. No oral or written advice or information provided by us or our authorized agents or representatives will be deemed to create any warranty.

No Liability – Notwithstanding any other provision of these Terms of Use, in no event will we, our affiliates, or our controlling parties, agents, directors, officers, employees, suppliers, licensors, resellers or distributors (collectively in these disclaimers, limitations, and indemnities, “we” or “us”) be liable for any direct, indirect, special, exemplary, incidental, consequential or punitive damages, or any other damages or losses whatsoever (including, but not limited to, procurement of substitute goods or services, damages for loss of profits, goodwill, opportunity, earnings, use or data, and business interruption) arising directly or indirectly from or related to these Terms of Use or the Services, or any Content or software in connection therewith, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, or if such damages or losses would be reasonably foreseeable, including damages or losses arising from or in any way related to the following:

  1. sending, receiving, not sending, not receiving, loss, deletion or alteration of any transmissions, data or transactions entered into through or using the Services;
  2. any suspension, curtailment, restriction, termination or other limitation placed on your use of the Services, or your Account;
  3. any act or omission of you or any third party, including any threatening, defamatory, obscene, offensive or illegal conduct or any infringement of another’s rights, including intellectual property rights;
  4. any loss or damage to Your Content or other data arising directly or indirectly from your use or non-use of the Services or related components;
  5. the performance of the Internet or the Services;
  6. the content or accuracy of any material, information or data (including any software) related to these Terms of Use or viewed, downloaded, accessed or transmitted using, over or through the Internet or the Services, including material that infringes the rights of others or otherwise violates laws or regulations; and
  7. delays, errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses, Trojan horses, spyware, spam or defects in the transmission of any information, material or data over or through our systems or networks or the systems or networks of third parties.

In any event, our total liability to you for any damages finally awarded shall not exceed the amount of fifty dollars ($50.00). The foregoing limitation will apply even if the above stated remedy fails of its essential purpose.

Applicability – Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability.  In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms of Use, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms of Use consistent with such prohibitions.

Indemnity By You – You agree to indemnify, defend and hold us harmless from and against any and all liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs (including reasonable legal costs), any amount paid to settle any such action, or to satisfy a judgment, and expenses of any kind and character whatsoever incurred by us relating to or arising from (i) access to or use, by you or permitted by you, of the Services or your Account, or (ii) any of your acts or omissions, including any breach or non-performance of any provision of these Terms of Use and any violation of any third party rights.

Arbitration and Class Action Waiver

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

Informal Process First – You agree that in the event of any dispute between you and us, you will first contact us and make a good faith, sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Arbitration Agreement – After the informal dispute resolution process, any remaining dispute, controversy or claim (collectively “Claim”) relating in any way to your use of the our services and/or products, including the Services, or relating in any way to the communication between you and us or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and us. However, this arbitration agreement does not (i) govern any Claim by us for infringement of our intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms of Use, or (ii) bar you from making use of applicable small claims court procedures in appropriate cases.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of the provision, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This provision will survive any termination of these Terms of Use.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to the company. The arbitration will be administered by the American Arbitration Association (“AAA”) under its rules, including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputed will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

The number of arbitrators will be one (1). You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Delaware law will apply. Judgment on the award rendered by the arbitrator may be entered in any court have jurisdiction thereof.

Payment of all filing, administrative and arbitrator fees will be governed by the AAA’s rules. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or law require us to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then we will have the right to elect to pay the fees and costs an proceed to arbitration, or to decline to do so and have the matter resolved through the courts.

The arbitrator, and not any federal, state or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this arbitration agreement, including any claim that all or any part thereof is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” provision below.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

If you do not want to arbitrate disputes with us and you are an individual you may opt out of this arbitration agreement by sending an email to support@sportninja.com within thirty (30) days of the date on which you first accessed or used the Services.

Class Action Waiver – Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have the authority to combine or aggregate similar claims or conduct any Class Action not make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any litigation in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any Claims must be decided individually, through arbitration.

If this Class Action Waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void.

General Provisions

Interpretation – In these Terms of Use, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms of Use, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s), and (iv) any monetary amounts expressed are in U.S. dollars.

Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of these Terms of Use. Our rights, powers and remedies in these Terms of Use, including without limitation the right to suspend, restrict or terminate your access to any portion of the Services, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

Severability – If any provision of these Terms of Use is determined to be invalid or unenforceable in whole or in part for any reason, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

Notifications – Subject to our Privacy Policy, we may provide you with notifications via email, in hard copy, through your Account, or through conspicuous posting of such notice on the Services, as we may determine in our sole discretion.

Governing Law and Jurisdiction – These Terms of Use and the rights of the parties hereto are governed by, and will at all times be construed in accordance with, the laws in force in the State of Delaware and the laws of the United States of America applicable therein, without reference to its conflict of laws principles.  You hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware in connection with any matter arising out of or in connection with these Terms of Use.

Assignment and Inurement – We may at any time assign our rights and obligations under these Terms of Use, in whole or in part, without notice to you. You may not assign these Terms of Use without our prior, written consent. These Terms of Use will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Survival – All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms of Use shall survive termination or expiration of these Terms of Use.

Relationship – You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of these Terms of Use or your use of the Services.

Entire Agreement – These Terms of Use, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms of Use and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.

English Language – The parties have requested and agree that this agreement and all documents relating thereto be drawn up in English

Updates to Terms of Use

We reserve the right to amend these Terms of Use at any time without notice to you, but we will use reasonable efforts to publish each amendment before it becomes effective.  We will ensure that the latest, fully-amended version of these Terms of Use is published on the Services.  You are responsible for regularly reviewing the Services from time to time to obtain timely notice of any such amendments.  If any amendment is unacceptable to you, you may terminate your agreement to these Terms of Use as set out above. If you continue to use the Services after the effective date of each amendment (being the “Last Updated” date at to the top of these Terms of Use), you will be conclusively deemed to have accepted such amended version.

Questions and Concerns:

If you have any questions or concerns about these Terms of Use, please contact us:

  1. by email: support@sportninja.com, or
  2. via our contact page: www.sportninja.com/contact.html