ACCESSING THE EVERLEAGUES SERVICES AND ACCOUNT SECURITY

Solely to the extent necessary for your own internal use of the EverLeagues Services during the term of your applicable license for EverLeagues Services, subject to the payment of any fees in any applicable subscription agreement and in accordance with the terms of such agreement or any other agreement governing your use of the EverLeagues Services and these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the EverLeagues Services.

You are responsible for:

• Making all arrangements necessary for you to have access to the EverLeagues Services. You are responsible for obtaining and maintaining and the proper use of any equipment and ancillary services such as, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and internet and telephone service needed to connect to, access or otherwise use the EverLeagues Services. You are also responsible for maintaining the security of such equipment, your account (including administrative user names and passwords), and any ancillary services.
• Ensuring that all persons who access the EverLeagues Services through your internet connection are aware of these Terms of Use and comply with them.

To access the EverLeagues Services or some of the resources we offer, you will be asked to provide certain registration details or other information. It is a condition of your use of the EverLeagues Services that all the information you provide on the EverLeagues Services is correct, current, and complete. You agree that all information you provide to register with the EverLeagues Services or otherwise, including but not limited to through the use of any interactive features on the EverLeagues Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

FEES AND PAYMENT

Taxes and Third-Party Fees.

You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees.

Paid Subscription and Cancellations.

Certain aspects of the EverLeagues Services may be provided for a fee, subscription or other charge. If you purchase a subscription from us, the subscription will automatically renew at the end of each monthly or annual billing cycle (“Paid Subscription”), unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. You may choose to set up payments on a monthly recurring basis at which point you will automatically be charged on your anniversary date for the next billing cycle for the prior month’s services. If you are not on recurring payments, you will have fifteen (15) days to submit your payment for each invoice. Failure to remit timely payments may result in a termination of the EverLeagues Services. You are responsible for providing us with a valid means of payment. You must keep current payment information on file with us and your account must be adequately funded to pay for any services rendered. The cancellation will take effect the day after the last day of the current subscription period. However, if you cancel your payment or Paid Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. The refund method will depend upon the payment method.

Recurring Payment Authorization.

By agreeing to set up payments on a monthly or annual recurring basis, you are giving us permission to charge your on-file ACH account, credit card, PayPal account, or other approved methods of payment for fees with your authorization.

Credit Card Information.

If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.

Notification of Payment or Non-Payment.

We will email you a receipt when your card has been charged or if a payment fails. If your card cannot be charged, your access to the EverLeagues Services may be suspended and you will need to update your card information in order to resume use.

INTELLECTUAL PROPERTY RIGHTS

The EverLeagues network name, trademarks, service marks, logos, trade names, and proprietary words or symbols (collectively, the “Marks”) are the intellectual property of the Company. Nothing in these Terms of Use, or on the EverLeagues Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks without our prior written permission in each instance. All goodwill generated from the use of Marks will inure to our exclusive benefit.

All contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) made available through your use of the EverLeagues Services [(excluding User Contributions)] (collectively, the “EverLeagues Content”) are owned, licensed and controlled by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

RESTRICTIONS ON USE

You shall not and shall cause your employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons not to, take any of the following actions:

• Modify, copy or create derivative works based on our EverLeagues Services or any elements thereof.
• Reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of EverLeagues Services, in whole or in part, except as and only to the extent this restriction is prohibited by law.
• Unless otherwise specifically permitted for any particular EverLeagues Content, you may not copy, reproduce, publish, license, sublicense, transfer, assign, rent, lease, modify, loan, sell, distribute, or create derivative works based on, the EverLeagues Services, or any EverLeagues Content, in whole or in part, without our express prior written authorization.

If you violate such Restrictions on Use, your right to use the EverLeagues Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the EverLeagues Services or any content on the EverLeagues Services is transferred to you, and all rights not expressly granted are reserved by the Company.

PROHIBITED USES

You may use the EverLeagues Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the EverLeagues Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Terms of Use.
• To build a similar or competitive service.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the EverLeagues Services, or which, as determined by us, may harm the Company or users of the EverLeagues Services or expose them to liability.

Additionally, you agree not to:

• Use the EverLeagues Services in any manner that could disable, overburden, damage, or impair the EverLeagues Services or interfere with any other party’s use of the EverLeagues Services, including their ability to engage in real time activities through the EverLeagues Services.
• Use any robot, spider, or other automatic device, process, or means to access the EverLeagues Services for any purpose, including monitoring or copying any of the material on the EverLeagues Services.
• Use any manual process to monitor or copy any of the material on the EverLeagues Services or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the EverLeagues Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the EverLeagues Services, the server on which the EverLeagues Services is stored, or any server, computer, or database connected to the EverLeagues Services.
• Attack the EverLeagues Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the EverLeagues Services.

USER CONTRIBUTIONS

The EverLeagues Services may contain message boards, or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the EverLeagues Services.

All User Contributions must comply with all applicable federal, state, local, and international laws and regulations. Any User Contribution you post will be considered non-confidential and non-proprietary. By providing any User Contribution on the EverLeagues Services, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our licensees, successors, and assigns.
• Your Content does not and will not violate any third party rights or applicable law, rule, or regulation.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the EverLeagues Services.

MONITORING AND ENFORCEMENT

We have the right to:

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the EverLeagues Services or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the EverLeagues Services.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the EverLeagues Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the EverLeagues Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

TERMINATION

Termination by you.

You may stop using the EverLeagues Services at any time.Termination of your account does not relieve you of any obligation to pay any outstanding fees. Notwithstanding the foregoing, you will be prorated for any unused EverLeagues Services during the billing cycle in which you cancel your Services.

Termination by Us.

If we terminate your use of the EverLeagues Services for reasons other than for cause, we will make reasonable efforts to notify you at least ten (10) days prior to termination via the email address you provide to us with instructions on how to retrieve your material, such as audio files, video files, electronic documents, or images, that you upload and import into the EverLeagues Services in connection with your use of the Services. Unless stated in any applicable additional terms, we may, at any time, terminate your right to use and access the EverLeagues Services if:

• You breach any provision of the Terms of Use (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms of Use);
• You fail to make the timely payment of fees for the EverLeagues Services, if any, if applicable;
• You materially breach any provision of the Terms of Use, and (i) the breach cannot be cured; or (ii) we notify you of the breach and you fail to cure it within fourteen (14) days of the notice;
• You physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel (in such circumstances, we may alternatively suspend or restrict your access to our EverLeagues Services or Software);
• we are required to do so by law;
• we elect to discontinue the EverLeagues Services, in whole or in part; or
• there has been an extended period of inactivity in your free account.

THIRD PARTY WEBSITES AND THIRD PARTY PRODUCTS

The EverLeagues Services may contain links, add-ins, applications, widgets or other access points that will take you and your information to other websites and resources that are not operated or controlled by EverLeagues (the “Third Party Sites”). The policies and procedures we described here do not apply to the Third Party Sites. Your access to and use of such Third Party Sites is solely at your own risk and is subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites. When you interact with a Third Party Site, it is your responsibility to understand all applicable terms, conditions, and policies applicable to such Third Party Sites.

In addition, if third party services, applications, code, hardware or products (“Third Party Products”) are integrated or used in connection with the Services, you agree that (a) we make no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) we are not responsible and shall have no liability for Third Party Products or the unavailability of Third Party Products, (c) if Third Party Products are provided under a separate license or other agreement, such terms shall govern with respect to such Third Party Products, (d) you are solely responsible and liable for its use of Third Party Product

MOBILE APPLICATIONS PERMISSIONS

When you use software applications created by us, you may grant certain permissions to us for your device. Most mobile devices provide you with information about these permissions.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE EVERLEAGUES SERVICES

All information we collect on the EverLeagues Services is subject to our Privacy Policy. By using the EverLeagues Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE EVERLEAGUES SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EVERLEAGUES SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY EVERLEAGUES SERVICES LINKED TO IT.

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, HOWEVER YOUR USE OF THE EVERLEAGUES SERVICES, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE EVERLEAGUES SERVICES IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE EVERLEAGUES SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE EVERLEAGUES SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE EVERLEAGUES SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EVERLEAGUES SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR EVERLEAGUES SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE EVERLEAGUES SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EVERLEAGUES SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE EVERLEAGUES SERVICES, ANY WEBSITES LINKED TO EVERLEAGUES SERVICES, ANY CONTENT ON THE EVERLEAGUES SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, your violation of any applicable laws or regulations, or your use of the EverLeagues Services, including, but not limited to, [your User Contributions,] any use of the EverLeagues Services’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the EverLeagues Services.

GOVERNING LAW AND JURISDICTION

All matters relating to the EverLeagues Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us regarding the EverLeagues Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the EverLeagues Services.

YOUR COMMENTS AND CONCERNS

All feedback, comments, requests for technical support, and other communications relating to the EverLeagues Services should be directed to: [email protected].