HOTLINE SUBSCRIBER INTRODUCTION
Thank you for using The Sports Compliance Company. These Terms of Service (the “Terms“) and the associated order for Services (the “Order”, and together with these Terms, the “Agreement”) govern your access to and use of The Sports Compliance Company (which include THE Sports Compliance Company website, The Sports Compliance Company hosted services, the voice services provided by The Sports Compliance Company’s affiliates and call center vendors, and the Software (as defined below), all together, the “Services”). Please read them carefully before using the Services.
By using the Services you are agreeing to the terms and conditions of the Agreement. If you are using the Services on behalf of an organization, you are agreeing to the Agreement on behalf of that organization and representing that you have the authority to bind that organization to the Agreement. In that case, “you” and “your” will refer to that organization. The Sports Compliance Company and you are each a “Party” to the Agreement. The term “Subscriber,” as used in these terms, refers to you.
You may use the Services only in accordance with the Agreement, which includes The Sports Compliance Company’s Acceptable Use Policy below, and applicable law. You may use the Services only if you have the legal power and capacity to form a contract with The Sports Compliance Company. The Services will continue to evolve as we refine features and functionality, and we may modify the Services, in general or with respect to you, from time to time without prior notice. We may delete any content or data from the Services to meet our regulatory obligations or protect you, other The Sports Compliance Company Customers, and/or the Services.
The contact information for the misconduct hotline is:
Phone: (800) 879-SAFE. This is available 24/7/365, however you are not required to use this service and are encouraged to contact local law enforcement first.
THE SPORTS COMPLIANCE COMPANY CANNOT ACCEPT REPORTS FOR ANYONE OR ANY ENTITY THAT IS NOT A CURRENT SUBSCRIBER.
AGREEMENT FOR INSTITUTIONAL CUSTOMERS
“Required Equipment” means any equipment that Subscriber is responsible for obtaining in order to use THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES.
“Subscriber Information” means Subscriber’s contact and other business information.
“Subscriber Renewal Date” shall mean the date each month or year that the Subscriber is billed for THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. The Bill Date is determined by the Service Activation Date as described in Section 3(c).
“Seats” or “Seat Subscriptions” means the maximum number of concurrent Subscriber Users that may simultaneously access THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. The number of Seat Subscriptions is as set forth on the Service Order Form(s) and invoice(s).
“Service Activation” has the meaning set forth in Section 3(a).
“Service Activation Date” is the date on which the Subscriber account is activated and provisioned and has the meaning set forth in Section 3(a).
“Service Order” means any written service order, including the initial service order, signed by each party specifying the particular THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES being ordered by Subscriber.
“Term” has the meaning set forth in Section 4(a).
“User” means an end user who is authorized to use THE SPORTS COMPLIANCE COMPANY SOLUTIONS on behalf of Subscriber.
“THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES” means The Sports Compliance Company’s proprietary hosted HOTLINE SERVICES software and system, hosted on servers owned and operated by The Sports Compliance Company that enables the user to process data and to deliver text, recorded messages and/or voice conversations by telephone to a list of recipients that have been created and input by the user, where the voice-related services are provided by AM Comm and its Third-Party carrier vendors.
“THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES” means all services or products provided through THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES including a fixed number of seat subscriptions, any specially ordered premium services, and implementation services.
THERE ARE ABSOLUTELY NO REFUNDS AT ANY TIME
USE OF THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES
Service Orders. The form of Service Order invoice provides a description of THE SPORTS COMPLIANCE COMPANY HOTLINE Service products ordered from The Sports Compliance Company. Subscriber shall complete an initial Service Order prior to being provided access to any THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. Thereafter, Subscriber shall complete a Service Order each time Subscriber wishes to order additional THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. Each Service Order shall indicate: (i) THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES selected by Subscriber, including any premium services; (ii) the implementation services to be provided by The Sports Compliance Company for such THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES; (iii) the term of such THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, if applicable; (iv) the applicable THE SPORTS COMPLIANCE COMPANY HOTLINE Service seat subscription fee, implementation and activation fees; and (v) any other special terms or fees that may apply to the selected THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. Service Orders are only valid once signed by Subscriber and The Sports Compliance Company.
Subscriber Information. Subscriber shall provide accurate, current and complete registration Subscriber Information, including, without limitation, Subscriber’s full legal name; state of incorporation and proof of good standing in such state; all trade names, fictitious names and DBAs under which the Subscriber has transacted business for the previous three years; physical address; email address; telephone number, and, where applicable, payment information and trade references upon request. Subscriber agrees to notify The Sports Compliance Company of any changes in Subscriber Information within 48 hours of whenever the changes occur, and to verify such information as The Sports Compliance Company may reasonably request. Subscriber acknowledges and agrees that Subscriber’s failure to provide The Sports Compliance Company with accurate Subscriber Information may lead to The Sports Compliance Company’s suspension or termination of Subscriber’s account and/or access to THE SPORTS COMPLIANCE COMPANY HOTLINE Service, which suspension or termination shall be at the sole discretion of The Sports Compliance Company.
Subscription. Subject to the terms and limitations of this Agreement, The Sports Compliance Company agrees to provide Subscriber access to THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES and THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES set forth on a Service Order and or invoice, up to the number of Seats specified on such Service Order and or invoice, during the Term on a non-exclusive, non-transferable, revocable basis, solely for Subscriber’s internal business purposes. Additionally, each User may only log into the Site from one location at a time. Simultaneous usage of an Account where the usage is perceived to be from multiple individuals may be billed at the per-account rate on a per-individual basis. Each Account may only have one individual utilizing the account simultaneously. The Sports Compliance Company may monitor the network for simultaneous user access and at its discretion bill for misuse including at its discretion, administrative fees of $200.00 per simultaneous usage. Should the Subscriber wish to add additional licenses to their account, The Sports Compliance Company must be notified in writing of this. Once the new Users have been provisioned and added to the Subscribers account, the fee for the amount of subscriptions to add will be billed in advance on a pre-paid, pro-rated basis dependent on the specific Subscribers billing cycle. In the event a Subscriber wishes to reduce their Seat Subscription count; The Sports Compliance Company must be notified a minimum of 30 days in advance for this, and Subscriber will be responsible for the billing of said subscriptions during the 30-day period.
Use Restrictions. Subscriber agrees not to (i) sell, resell, transfer, assign, distribute or otherwise commercially exploit or make THE SPORTS COMPLIANCE COMPANY HOTLINE Service available to any Third Party in any way; (ii) modify or make derivative works based upon THE SPORTS COMPLIANCE COMPANY HOTLINE Service; (iii) create unauthorized Internet “links” to THE SPORTS COMPLIANCE COMPANY HOTLINE Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access THE SPORTS COMPLIANCE COMPANY HOTLINE Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of THE SPORTS COMPLIANCE COMPANY HOTLINE Service, (c) copy any ideas, features, functions or graphics of THE SPORTS COMPLIANCE COMPANY HOTLINE Service, (d) Upload and call lead files (phone numbers) that exceed 5% NIS- Not In Service, files of this nature may be deemed a burden to THE Sports Compliance Company network and The Sports Compliance Company reserves the right omit these specific lead files from being dialed by our platform, or (e) used THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES to violate any applicable law or regulation.
Technical Requirements for Use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. In order to utilize THE SPORTS COMPLIANCE COMPANY HOTLINE Service, Subscriber must adhere to certain technical specifications and acquire and maintain certain minimum hardware, software and Internet connectivity, which is posted on THE Sports Compliance Company website, and is subject to change with no notice. During the sales process and prior to THE SPORTS COMPLIANCE COMPANY HOTLINE Service activation, The Sports Compliance Company, with Subscriber’s cooperation, will conduct an assessment of Subscriber’s current Required Equipment. Based on this assessment, The Sports Compliance Company may recommend adjustments to the Required Equipment in order to meet the minimum technical requirements to utilize THE SPORTS COMPLIANCE COMPANY HOTLINE Service. Subscriber is ultimately responsible for implementing any recommendations made by The Sports Compliance Company with respect to Required Equipment and also for the ownership and ongoing maintenance of Required Equipment. The Sports Compliance Company’s recommendations with respect to Required Equipment do not constitute a guarantee or warranty as to the future suitability of the Required Equipment for operating THE SPORTS COMPLIANCE COMPANY HOTLINE Service. A USB headset is required to utilize THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. The Sports Compliance Company agrees to provide 90 days written notice in the event that there is a material change to the minimum system requirements to utilize THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, provided the change is not to a dependent software of The Sports Compliance Company. In the event of an imminent system upgrade of minimum technical requirements to THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES dependent software, The Sports Compliance Company may contact its clients with little or no notice of this change. (1) SUBSCRIBER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR OBTAINING AND SUPPORTING REQUIRED EQUIPMENT AS NECESSARY TO UTILLIZE THE SPORTS COMPLIANCE COMPANY HOTLINE Service, AND SUBSCRIBER MAY NOT TERMINATE THIS AGREEMENT OR REQUEST A REFUND BASED ON A FAILURE OF ITS HARDWARE, SOFTWARE OR INTERNET CONNECTIVITY TO PROPERLY FUNCTION WITH THE SPORTS COMPLIANCE COMPANY HOTLINE Service. SUBSCRIBER FURTHER UNDERSTAND AND AGREES THAT The Sports Compliance Company IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS OR SERVICES, OR FOR PROBLEMS IN THE SERVICES CAUSED BY YOUR INTERNET CONNECTION OR THIRD-PARTY PRODUCTS OR SERVICES.
User Name and Passwords. Subscribers are responsible for maintaining the security of Subscriber’s account, passwords, and files. The Sports Compliance Company will accept the instructions of any individual who claims to be authorized to direct changes to Subscriber’s account so long as such person presents a valid username and password or provides other appropriate account identifying information as determined by The Sports Compliance Company in its sole discretion, by email or by phone, or authorized Third Party. The Sports Compliance Company will not be responsible for the actions of any individuals who misuse or misappropriate any of Subscriber’s content or assets using any User’s username and password or other appropriate account identifying information. The Sports Compliance Company may suspend or cancel a User account if it believes that the account has been victim of unauthorized access, and will do its best to inform Subscriber first but is under no obligation to do so.
ACTIVATION, FEES AND BILLING
Initial Service Activation and Provisioning. Prior to the activation of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES set forth in Subscriber’s initial Service Order, Subscriber shall pay The Sports Compliance Company the fees specified in the Service Order, including implementation and activation fees, as well as the Seat Subscription fees (collectively, the “Activation Fee”). Upon receipt of the Activation Fee, The Sports Compliance Company will activate Subscriber’s account and commence the provisioning process for THE SPORTS COMPLIANCE COMPANY HOTLINE Service (the date of the initial Service Activation represents the “Service Activation or Provisioning Date”). The initial provisioning process creates the Subscriber’s unique domain within THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, and enables the Subscriber to access THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, to upload and access data, and make and receive calls. b. Subsequent Service Orders. For subsequent Service Orders, The Sports Compliance Company shall commence the provisioning process for the additional THE SPORTS COMPLIANCE COMPANY HOTLINE Service as required by such Service Orders upon receipt of the applicable Activation Fee.
Fees, Subscriber Bill Date and Billing Cycle. Subscriber shall pay The Sports Compliance Company the annual fees for THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES as set forth on an applicable Service Order (“Service Fee”). Unless otherwise indicated in a Service Order or in this Agreement, Subscriber shall pay all annual Seat Subscription Fees in advance. The Subscriber’s billing cycle begins on the Service Activation Date and Subscriber shall be invoiced each year on the same date as the Service Activation Date(the “Subscriber Renewal Date”). The Subscriber Renewal Date will be the bill date for all THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES ordered by Subscriber pursuant to this Agreement, and partial overages (added subscription fees) shall be pro-rated from the time of order to the Subscribers next annual Bill Date. Each invoice will include all annual or monthly Service Fees for the applicable THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES in use by Subscriber and any additional recurring premium services for the, next billing period applicable, any professional services or other one-time charges for services delivered during the billing period will be billed on a monthly recurring basis.
Filing Services. Should Subscriber elect to manage their own filing services for the duration of this contract, including each auto renewal, there are no additional fees. Subscriber acknowledges that they must adhere to the strict 24-hour reporting timeline that is required by the SafeSport Act. Subscriber is required to provide summaries and report confirmations to email@example.com within the first eighteen (18) hours of the reporting period. Should The Sports Compliance Company not be in possession of Subscriber’s reporting details or if the reports made by Subscriber were not satisfactory, Subscriber agrees that Company must make the mandated report on their behalf. Subscriber agrees to pay for said services at the rates listed below.
Should Subscriber wish to utilize Company’s filing service, the fees for filing applicable reports received is split into the following tiers, rate provided is for Risk Officer administration. Subscriber can request management of their files by senior compliance administrators, that billing rate is $270/hour.
TIER 1 – $449.00 – NGB/SafeSport only (up to four (4) hours of administrative work, additional at $109.00/hr.)
TIER 2 – $949.00 – NGB/SafeSport and Child Welfare (up to nine (9) hours of administrative work, additional at $109.00/hr.)
TIER 3 – $1299.00 – NGB/SafeSport, Child Welfare, and Law Enforcement (up to twelve (12) hours of administrative work, additional at $109.00/hr.)
Payment Terms. Payment terms for Service Fees and other fees due on a given invoice are “Due upon Receipt”, unless otherwise stated on the invoice. Payment of all fees (including any Service Fees, Activation Fees, and Regulatory Fees), whether in advance of service or for services incurred, can be made by credit card to The Sports Compliance Company. Subscribers paying for The Sports Compliance Company services shall upload their credit card to The Sports Compliance Company’s payment partner, Stripe or any successor, which expressly authorizes The Sports Compliance Company to charge directly the credit card account number provided by Subscriber to pay for any and all charges incurred and invoiced under this Agreement. Subscriber shall be responsible for all taxes and regulatory fees, including sales, value-added or similar taxes, due under this Agreement. Past due balances, including past due balances resulting from returned checks or charge-backs, are subject to an interest charge of 1.5% per month or the maximum amount permitted by applicable law, whichever is less, and Subscriber agrees to pay The Sports Compliance Company’s reasonable attorneys’ fees incurred in collecting any amounts due from Subscriber under this Agreement that Subscriber fails to timely pay.
Refund Policy. All prepaid fees under this Agreement are non-refundable, except as may be required by law.
Disputed Charges and Resolution of Disputes. Subscriber agrees to pay all undisputed charges under this Agreement without counter-claim, set-off or deduction. In the event Subscriber legitimately and reasonably disputes an invoiced amount, Subscriber will provide The Sports Compliance Company with written notice (via e-mail at billing@SportsCompliance.com) of the amount in dispute and the basis for the dispute within seven (7) business days of receipt of the invoice. The Sports Compliance Company agrees that it will work with Subscriber to reasonably and expeditiously resolve the dispute. Subscriber agrees that any undisputed amounts shall remain due and payable in accordance with the normal seven (7) day payment terms. After (7) business days if an invoice is not disputed it is deemed correct and payable to The Sports Compliance Company.
No Waiver. Failure of The Sports Compliance Company to charge Subscriber’s credit card or to invoice Subscriber in a timely manner for any amounts due under this Agreement shall not be deemed a waiver by The Sports Compliance Company of its rights to payment for such amounts, and all outstanding amounts shall remain due and payable by Subscriber.
Telecommunications Taxes and Fees. Subscribers in Canada are required to pay HST, GST and/or PST where applicable. US-based Subscribers agree to pay all applicable taxes and regulatory fees associated with their use of the Services, including, without limitation, any applicable porting fees, applicable state, local or municipal taxes, and any applicable regulatory fees such as Universal Service Fund (“USF”), TRS, NANP, and e911 fees, along with a regulatory recovery fee designed to collect a reasonable estimate of AM Communication’s estimated costs of legal and regulatory compliance (collectively, “Fees”).
DID Purchase Policy. The Sports Compliance Company works with 3rd party providers to deliver Phone Numbers (DIDs) for use in the product. All DIDs provided are rested for between 45 and 120 days by our carriers to help ensure the reputation of the DIDs are acceptable at the time of purchase. Neither The Sports Compliance Company nor any provider in the marketplace can guarantee the reputation of DIDs at the time of purchase, as external factors (DID spoofing, Carrier changes, etc.) can impact the reputation of a given DID outside of The Sports Compliance Company or the provider’s control and knowledge. Due to this all DIDs are sold on a non-refundable basis. Further, Subscriber agrees that any DIDs assigned to it in connection with this Agreement will be used solely and exclusively through THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, and that any use by Subscriber of The Sports Compliance Company-assigned DIDs as a caller ID through any other platform or service provider without The Sports Compliance Company’s prior written consent is a material breach of this Agreement.
TERM AND TERMINATION
Initial Term and Automatic Renewals. Unless earlier terminated as provided in this Agreement, this Agreement commences on the Service Activation Date and shall continue for either one (1) month or one (1) year (“Initial Term”), as specified on your order, and shall automatically renew for consecutive monthly or yearly renewal periods (each a “Renewal Period” and all Renewal Periods together with the Initial Term, the “Term”) thereafter, unless either party has provided notice of its intent not to renew this Agreement in accordance with Section 4(c).
Changes to Service Fees During Renewal Terms. The Sports Compliance Company reserves the right to modify its Service Fees and charges for premium services for future Renewal Periods and may do so without notice.
Cancellation Notice Requirement. Subscriber may completely cancel this Agreement or partially reduce its THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES under this Agreement by providing The Sports Compliance Company with written notice (via e-mail at billing@The Sports Compliance Company.com) as follows:
Notice of cancellation of the Agreement or of reduction of certain THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES must be provided at least thirty (30) days prior to the expiration of THEn-applicable contract Term (i.e., monthly or annual, as specified in your order) of such THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, as applicable.
Suspension or Termination by The Sports Compliance Company. The Sports Compliance Company may suspend or cancel Subscriber’s access to a THE SPORTS COMPLIANCE COMPANY HOTLINE Service or terminate this Agreement as follows:
For Delinquent Accounts. The Sports Compliance Company may suspend or disable Subscriber’s access to THE SPORTS COMPLIANCE COMPANY HOTLINE Service for any accounts for which payment is delinquent, provided however that The Sports Compliance Company shall have provided Subscriber with adequate notice and sufficient time (i.e., 7 business days) to cure the delinquency.
For Cessation of THE SPORTS COMPLIANCE COMPANY HOTLINE Service. The Sports Compliance Company may suspend access to any portion or feature of THE SPORTS COMPLIANCE COMPANY HOTLINE Service by providing Subscriber with written notice with the date it intends to cease providing such THE SPORTS COMPLIANCE COMPANY HOTLINE Service; except, however, in the case of Renewal Periods, cancellation without cause may not occur prior to the start of the next Renewal Period.
For Actual or Potential Harm to The Sports Compliance Company or a Third Party. The Sports Compliance Company may suspend or terminate Subscriber’s account, without liability, if The Sports Compliance Company has reason to believe, at The Sports Compliance Company’s sole discretion, that Subscriber (x) is using THE SPORTS COMPLIANCE COMPANY HOTLINE Service in a manner that may cause immediate and ongoing harm to The Sports Compliance Company or to a Third Party, including but not limited to, actions that violate THE Sports Compliance Company Acceptable Use Policy below or applicable law, such as federal, state or local laws, rules or regulations, such as compliance with “Do Not Call Lists”; (y) is compromising the security of THE SPORTS COMPLIANCE COMPANY HOTLINE Service and the privacy of The Sports Compliance Company’s other Subscribers; or (z) is engaging in other activity not specifically identified herein that could be construed as causing or potentially causing harm to The Sports Compliance Company or a Third Party. If The Sports Compliance Company becomes aware of such actions by the Subscriber, or by any user of Subscriber’s account, The Sports Compliance Company, at its sole discretion, has the option to immediately terminate the Subscriber’s account, immediately suspend the Subscriber’s account, or immediately notify the Subscriber of the unauthorized activity and allow the Subscriber a reasonable time to cease the activity. The Sports Compliance Company, at its sole discretion, will determine what a reasonable time is for the Subscriber to cease the unauthorized activity.
For any actual or alleged violation by Subscriber of any law or regulation, including without limitation, state/provincial consumer protection law, such as the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the FTC Act, the CAN-SPAM Act, the Truth in Caller ID Act, any rule promulgated or enforced by the Canadian Radio-Television and Telecommunications Commission, or the Canada Anti-Spam Law.
In the event The Sports Compliance Company invokes its right to suspend or terminate Subscriber’s account, Subscriber shall be responsible for any liabilities and obligations arising from Subscriber’s use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES that resulted in the suspension or termination. If The Sports Compliance Company, in its sole discretion, comes to believe that Subscriber’s actions or omissions may be considered criminal or illegal in nature, The Sports Compliance Company may forward personally identifiable information to the appropriate authorities for investigation and prosecution. Subscriber hereby consents to such forwarding.
Resumption of Service. Subscriber’s resumption of access to the THE SPORTS COMPLIANCE COMPANY HOTLINE Service following a suspension by The Sports Compliance Company for the reasons cited above will not extend the Term, nor result in an extension of the period covered by the prepaid Service Fees. Resumption of Subscriber’s account following suspension or termination by The Sports Compliance Company is subject to the sole discretion of The Sports Compliance Company. If The Sports Compliance Company allows Subscriber to resume using THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, Subscriber may be subject to a reconnection fee and applicable retraining fees, and must pay in full all outstanding account balances.
No Subscriber Initiated Suspensions of Service. Subscriber understands that it has entered into an Agreement with a specific term and that nothing contained in the Agreement conveys the right to the Subscriber to suspend service in whole or in part during the Initial Term or during subsequent Renewal Periods, nor is the Subscriber entitled to a refund of any prepaid THE SPORTS COMPLIANCE COMPANY HOTLINE Service Fees on the basis of requesting a suspension of service.
Effect of Termination. Upon termination of this Agreement, (i) all subscriptions and rights granted hereunder shall immediately terminate and Subscriber shall have no right to continue to access or use THE SPORTS COMPLIANCE COMPANY HOTLINE Service, (ii) each party shall return or, at the option of the other party, destroy all Confidential Information of the other party in its possession or control and (iii) Subscriber shall promptly pay all outstanding fees and charges associated with Subscriber’s account up through the date of termination, (including charges for services delivered by The Sports Compliance Company that have not yet been invoiced), provided that The Sports Compliance Company reserves the right to apply any security deposit or pre-paid charges or other amounts delivered by Subscriber to The Sports Compliance Company to satisfy any amounts owed to The Sports Compliance Company under the terms of this Agreement. All outstanding payment obligations whether invoiced or not shall survive any termination or expiration of this Agreement.
Additional services are able to be elected at the initiation of the new account setup. This cannot be added subsequently. Should a subscriber not elect for The Sports Compliance Company to manage their misconduct filing services and/or additional file management services, they will be required to fill out the new customer intake form and elect to The Sports Compliance Company to manage filing services. At no time will The Sports Compliance Company file on behalf of any subscriber without this agreement in place. Additional services include filing services with law enforcement, the sport federation, as well as any other credentialing entities that are required.
AUDIT AND LAW ENFORCEMENT
The Sports Compliance Company reserves the right to audit, track, and/or monitor Subscriber’s use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES to (a) enforce the provisions of this Agreement; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of The Sports Compliance Company or any Third Party; (d) respond to requests for identification in connection with a claim of copyright or trademark infringement, or actual or suspected unlawful activity; (e) act to protect the interests of The Sports Compliance Company’s customers; (f) conform to The Sports Compliance Company’s contractual obligation with any Third Party Vendor; or (g) provide the Services. Subscriber agrees that this Agreement is sufficient notice to Subscriber of such monitoring to the extent any notice is required under applicable federal or state law. Subscribers who violate the law may incur criminal or civil liability. The Sports Compliance Company may refer such violators to government authorities for prosecution and, if needed for the related investigation, will fully cooperate with the government authorities. In the event The Sports Compliance Company is required or requested by court order, statute, government regulation, subpoena, civil investigative demand, other governmental request, or other carrier request to disclose Subscriber information (including, but not limited to CPNI), The Sports Compliance Company will fully cooperate, and Subscriber hereby consents to such cooperation and sharing or production of Subscriber data. If The Sports Compliance Company, through its auditing, tracking, and/or monitoring of Subscriber’s use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, comes to suspect that such use is in violation of this Agreement, harmful to The Sports Compliance Company or a Third Party, or constitutes a potential violation of applicable laws, The Sports Compliance Company, at its sole discretion, may immediately suspend or terminate the Subscriber’s account.
SUBSCRIBER ACCOUNTS AND SECURITY
Subscriber is responsible for all authorized and unauthorized access, activities and charges associated with the Subscriber’s account and/or password(s) with The Sports Compliance Company, except for unauthorized charges that can reasonably be determined to be the result of The Sports Compliance Company’s negligence in providing sufficient safeguards against unauthorized Third-Party access to Subscriber’s account. Subscriber is responsible for the confidentiality of its password(s), for all charges incurred from the use of THE SPORTS COMPLIANCE COMPANY HOTLINE Service with its password(s) and for any and all charges made through the Subscriber’s account by Subscriber’s employees, agents, principals, consultants, or other entities or individuals in the employ of or engaged by Subscriber regardless of the reason for such charges. If Subscriber, or someone to whom Subscriber has given access to THE SPORTS COMPLIANCE COMPANY HOTLINE Service, violates this Agreement, Subscriber’s account may be terminated pursuant to Section 4, and Subscriber will be liable for all fees, charges, and damages of any kind related thereto.
WE DO NOT SELL OR RENT CUSTOMER DATA
At no time will The Sports Compliance Company release any customer data or report information to any entity at any time, barring required agencies and organizations required by law for filing services.
Data Use. During the normal operation of THE SPORTS COMPLIANCE COMPANY HOTLINE Service, The Sports Compliance Company will collect and store on its systems certain information and data provided or collected by the Subscriber (“Subscriber Data”). During the Term, Subscriber authorizes The Sports Compliance Company to store Subscriber Data on its internal systems and to use and copy Subscriber Data for the purpose of providing THE SPORTS COMPLIANCE COMPANY HOTLINE Service to Subscriber in accordance with this Agreement. Additionally, Subscriber agrees that The Sports Compliance Company may use Subscriber Data during the Term to create aggregated, anonymized services data (“Services Data”) for which The Sports Compliance Company shall exclusively own. The Sports Compliance Company acknowledges that the Subscriber maintains ownership of all Subscriber Data uploaded, stored and provided into THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. The Sports Compliance Company provides no warranty to the accessibility of your data. You agree to absolve The Sports Compliance Company from all liability related to misuse, use, unauthorized access.
Data Ownership. Any and all service and data products and information available from THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES (including any related websites) (collectively, the “Data”) shall at all times remain the sole property of The Sports Compliance Company or the Third-Party data owners (“Data Owners”) who provided the Data to The Sports Compliance Company. Neither Subscriber nor any User of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES has any proprietary rights whatsoever in the website or Data. Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the website. Data that is owned by Third Party Data Owners includes Data.
Data Storage. During normal operation of THE SPORTS COMPLIANCE COMPANY HOTLINE Service, The Sports Compliance Company will store and collect Subscriber Data, leads, CDRs and CRM records on the Subscriber’s behalf. The Sports Compliance Company reserves the right to delete this Subscriber Data without notice from our servers after 24 hours of a Subscriber’s account being deemed terminated to ensure sufficient space is available for active clients. During the Term, The Sports Compliance Company shall store recordings for a minimum of 30 days for client’s retrieval, after 30 days any calls that are 15 seconds or shorter will be deleted from THE Sports Compliance Company network and become inaccessible.
EMERGENCY SERVICE (911 CALLING) NOT PROVIDED
No Requirement to Offer Emergency Services. Subscriber understands and acknowledges that The Sports Compliance Company does not and is not required to provide Emergency Service, where “Emergency Service” is defined as services that connect a user to emergency services personnel or a public safety answering point (“PSAP“), pursuant to applicable regulatory requirements. In the United States and Canada, Emergency Service is provided by dialing the digits “911” on a wired or a wireless telephone. Absent separate written agreement with The Sports Compliance Company, Services provided by The Sports Compliance Company are provisioned as non-interconnected VoIP services, and therefore do not permit the dialing of “911” or any other emergency telephone numbers.
No PSAP. The Sports Compliance Company Services are not telephone or telecommunications services that can provide a connection to emergency services personnel or a PSAP under any circumstances. Subscriber further recognizes and agrees that The Sports Compliance Company is not a replacement for Subscriber’s primary telephone service. SUBSCRIBER ACKNOWLEDGES AND ACCEPTS THAT THE SPORTS COMPLIANCE COMPANY’S SERVICES DO NOT INCLUDE EMERGENCY SERVICE. SUBSCRIBER UNDERSTANDS AND AGREES THAT ADDITIONAL ARRANGEMENTS WITH A THIRD PARTY MUST BE MADE BY SUBSCRIBER TO ACCESS EMERGENCY SERVICE.
Specific Disclaimer of Liability for Emergency Service. The Sports Compliance Company does not provide Emergency Service in conjunction with THE SPORTS COMPLIANCE COMPANY HOTLINE Service or any other services that may be used by Subscriber in connection with The Sports Compliance Company’s services. The Sports Compliance Company, its officers, directors, employees, shareholders, affiliates nor agents will be liable for any claim, damage, or loss arising from, or relating to, Subscriber’s use of The Sports Compliance Company’s services or any other service provided hereunder to contact a PSAP or Emergency Services personnel. Subscriber specifically waives, to the maximum extent permitted by applicable law, any and all such claims or causes of action, arising from or relating to The Sports Compliance Company’s services or any other service provided hereunder to contact a PSAP or other Emergency Services personnel. Subscriber agrees to defend, indemnify, and hold harmless The Sports Compliance Company, its officers, directors, employees, shareholders, affiliates and agents from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, court costs and attorneys fees) arising out of the fact that The Sports Compliance Company does not offer Emergency Service.
COMPLIANCE WITH LAWS
Compliance with Law. Subscriber agrees to comply with all applicable laws in relation to Subscriber’s use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES, including, without limitation, those referenced in the Acceptable Use Policy. If The Sports Compliance Company discovers evidence demonstrating or indicating to The Sports Compliance Company, at its sole discretion, that Subscriber has violated or may be violating the law in its use of the Services, The Sports Compliance Company may suspend or terminate the Subscriber’s account and use of THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES immediately.
Call Abandonment Rate/Drop Rate. Regarding any abandoned (dropped) calls, Subscriber understands and agrees to ensure that it does not drop more calls than allowed by law.
No Legal, Financial or Tax Advice Provided. No financial, legal, or tax advice or counsel is given, or shall be deemed to have been given by The Sports Compliance Company or its affiliates and contractors, or by THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES. Subscriber understands and agrees that it is solely responsible for using THE SPORTS COMPLIANCE COMPANY HOTLINE SERVICES in a fully compliant manner.
WARRANTY; DISCLAIMER OF WARRANTY
Representations and Warranties. Each party represents and warrants to the other party that (i) it has the power and authority to enter into and perform all obligations under this Agreement and (ii) it will comply with all applicable laws in its performance under this Agreement.
Warranty Disclaimer. The Sports Compliance Company IS PROVIDING THE SPORTS COMPLIANCE COMPANY HOTLINE Service AS A HOSTED SERVICE AND THE SPORTS COMPLIANCE COMPANY HOTLINE Service IS DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. The Sports Compliance Company DOES NOT WARRANT THAT THE SPORTS COMPLIANCE COMPANY HOTLINE Service WILL BE UNINTERRUPTED OR THAT ALL COMMUNICATIONS WILL BE DELIVERED, NOR DOES The Sports Compliance Company MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SPORTS COMPLIANCE COMPANY HOTLINE Service. The Sports Compliance Company MAKES NO WARRANTIES OR CONDITIONS, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS, OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SPORTS COMPLIANCE COMPANY HOTLINE Service. Subscriber understands that THE SPORTS COMPLIANCE COMPANY HOTLINE Service may be inaccessible or inoperable due to scheduled periodic maintenance and upgrades or for reasons beyond The Sports Compliance Company’s reasonable control including but not limited to (i) Subscriber or The Sports Compliance Company equipment malfunctions; or (ii) service interruptions caused by independent internet, software, telecommunications or other providers that provide voice and data connectivity to The Sports Compliance Company’s or the Subscriber’s data centers.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL The Sports Compliance Company BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (I) LOSS OR CORRUPTION OF DATA; (II) INABILITY TO ACCESS THE SPORTS COMPLIANCE COMPANY HOTLINE Service; (III) PERFORMANCE RELATED DELAYS; (IV) COMPUTER VIRUSES; (V) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF THE SPORTS COMPLIANCE COMPANY HOTLINE Service; (F) NON-DELIVERY OR MIS-DELIVERY OF COMMUNICATIONS; (VI) THE NEGLIGENT ACTS OF OTHER The Sports Compliance Company SUBSCRIBERS; (VII) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR DELIVERY BY THE SPORTS COMPLIANCE COMPANY HOTLINE Service; AND (VIII) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND The Sports Compliance Company’S CONTROL. IN NO EVENT SHALL The Sports Compliance Company’S LIABILITY UNDER THIS AGREEMENT EXCEED ALL SUBSCRIPTION FEES PAID BY SUBSCRIBER TO The Sports Compliance Company IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE OF THE EVENT THAT GAVE RISE TO THE LIABILITY OR ANY LIABILITY RELATING TO ANY USE OF THE Sports Compliance Company CENTER SUITE SERVICE TO MAKE AN ACTUAL OR ALLEGED LAW VIOLATION.
By Subscriber. Subscriber will defend, indemnify and hold harmless The Sports Compliance Company and its affiliates, owners, directors, officers, agents, and employees from and against any losses, damages, claims, liability, or expenses (including reasonable legal fees, court costs, costs of experts and disbursements) arising from or relating to any claims, actions, demands, or other proceedings brought by or on behalf of any third party if that claim relates to or results from 1) your alleged breach of this Agreement, 2) your acts or omissions in connection with any THE SPORTS COMPLIANCE COMPANY HOTLINE Service, 3) your use or misuse of the Services or Your Data, or 4) transmission of your content or data through the Services.
IP Indemnity. The Sports Compliance Company agrees to indemnify, hold harmless and defend Subscribers from and against any action, claim, or damage, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to any alleged or actual infringement by THE SPORTS COMPLIANCE COMPANY HOTLINE Service of any patent, trademark, or copyright, or alleged or actual misappropriation of any trade secret, provided Subscriber is using THE SPORTS COMPLIANCE COMPANY HOTLINE Service on a stand-alone basis, and not in combination with any other software or intellectual property that together give rise to the claim of alleged infringement, as authorized under this Agreement. THE Sports Compliance Company Services, Site and the information on it are the property of The Sports Compliance Company, and its affiliates, and The Sports Compliance Company retains all right, title and interest in those intellectual property rights notwithstanding the license to use such Services granted under the terms and conditions of this Agreement. The unauthorized copying or dissemination of any copyright, trademark, or service mark is prohibited by United States and Canadian copyright law, trademark law and other intellectual property laws and conventions.
Procedure. An indemnified party shall (i) permit the indemnifying party to defend or settle any such claim, provided, however that (x) the indemnifying party shall not enter into any settlement agreement that would result in any admission by the indemnified party or payment by the indemnified party without the indemnified party’s prior written consent, and (y) the indemnified party may at its election participate in the defense of such claim, suit or the like through separate counsel at its own expense, and (ii) provide the indemnifying party all reasonable assistance (at the expense of the indemnifying party ) in connection with the defense or settlement of any such claim, suit or the like. Notwithstanding the foregoing, The Sports Compliance Company has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to Subscriber’s indemnification pursuant to Section 12(a).
Content. Neither The Sports Compliance Company nor any of its service providers operate or control the content transported by THE SPORTS COMPLIANCE COMPANY HOTLINE Service. As such, neither The Sports Compliance Company nor any of its service providers shall have any liability or responsibility for the content of any communication or information transmitted via THE SPORTS COMPLIANCE COMPANY HOTLINE Service. Subscriber agrees to indemnify and hold Provider, the service providers, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of the content of any communication or information transmitted via THE SPORTS COMPLIANCE COMPANY HOTLINE Service.
OWNERSHIP OF MATERIALS AND RIGHTS THE SPORTS COMPLIANCE COMPANY HOTLINE Service is proprietary to The Sports Compliance Company and is protected by intellectual property laws and international intellectual property treaties. Except for the express licenses in this Agreement, nothing in this Agreement shall convey, transfer or assign any right, title or interest in any party’s Proprietary Materials to the other party. As such, each party retains exclusive ownership of its Proprietary Materials (as defined below) in existence as of the Effective Date or developed by it during the Term. For purposes of this Agreement, “Proprietary Materials” means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other worldwide intellectual property or proprietary rights owned by a party during the Term, and the software, schematics, diagrams, information, and other tangible embodiments, if any, relating thereto. All rights not granted by The Sports Compliance Company herein are expressly reserved.
Applicable Law. This Agreement shall be governed by the laws of the State of Delaware.
Amendments. Other than pursuant to Sections 4(b) and 4(d)(i), no amendment of this Agreement will be binding unless it has been agreed to in writing by both parties.
Emails. The Sports Compliance Company reserves the right to distribute informative emails regarding THE SPORTS COMPLIANCE COMPANY HOTLINE Service to Subscriber on an ad hoc basis.
Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (other than payment of fees) when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, war, acts of war, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority; provided, however, that the party so affected shall promptly notify the other party of the force majeure event and use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by The Sports Compliance Company shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is only to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
Assignment. Subscriber may not assign this Agreement or any of its rights and obligations hereunder without the prior written consent of The Sports Compliance Company. Any attempted assignment without such prior written consent shall be void.
Notices. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five (5) days after they are deposited with the Canada Post Postal Service, first-class postage prepaid; or (ii) one (1) business day after they are sent by air express courier, or (iii) upon receipt if sent by facsimile or electronic mail (with receipt-confirmation of successful delivery). All notices shall be delivered to The Sports Compliance Company via mail or facsimile, with a copy by email (currently firstname.lastname@example.org), at its then current corporate headquarters as listed on The Sports Compliance Company website, and to Subscriber at its most current street, facsimile and email address(es) as provided by Subscriber to The Sports Compliance Company in connection with Subscriber’s registration process (or as thereafter updated or revised in a writing delivered by Subscriber to The Sports Compliance Company).
Entire Agreement. Subscriber agrees that this Agreement comprises the entire understanding between The Sports Compliance Company and Subscriber, and supersedes any prior agreements or correspondence between Subscriber and The Sports Compliance Company and/or any postings or other notices from The Sports Compliance Company with respect to the subject matter of this Agreement.
Acceptable Use Policy
This Acceptable Use Policy (“AUP”) describes actions that The Sports Compliance Company prohibits when any party uses its Services. By ordering or using The Sports Compliance Company Services, you agree to the terms of this AUP. Each Customer must review and comply with this AUP and all applicable laws, but this AUP is not intended to be interpreted as, relied upon, or used as a substitute for legal advice. You agree not to use, and not to encourage or allow any other person to use, The Sports Compliance Company’s Services in unlawful or prohibited manners, including, but not limited to, the following:
Using the Services to engage in any activities that are illegal, abusive, false, fraudulent, deceptive or misleading, or any activity that exploits, harms, or threatens to harm children.
Filing or attempting to file knowingly false reports.
Engaging in any unsolicited advertising, marketing, or other unlawful activities using the Services, including without limitation, any activities that violate laws applicable to advertising, electronic communications, and telemarketing, including, but not limited to, Section 5 of the FTC Act (15 U.S.C. § 45), the CAN-SPAM Act (15 U.S.C. §§ 7701-7713), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. § 310 et seq.), the Telephone Consumer Protection Act (47 U.S.C. §§ 227), the Federal Communications Commission regulations (47 C.F.R. 64.1200 et seq.) and orders implementing the Telephone Consumer Protection Act, all federal and state Do Not Call and calling-time restriction laws and regulations, and, as applicable for calls to Canadian numbers, the CRTC’s Unsolicited Telecommunications Rules, including the CRTC Telemarketing Rules, National DNCL Rules, and Automatic Dialing and Announcing Device Rules, Telecom Decision CRTC 2007-48, as amended, and Canada’s Anti-Spam Legislation (“CASL”).
Using The Sports Compliance Company’s Services in any way that fails to conform to any applicable industry guidelines and standards.
Attempting to bypass or disable any security mechanism on any of the Services or using the Services in any other manner that poses a security or service risk.
Reverse-engineering the Services for any improper purpose.
Using the Services in any manner that may subject The Sports Compliance Company or any Third Party to liability, damages, or danger.
Launching or facilitating a denial of service attack on any of the Services or any other conduct that adversely impacts the availability, reliability, or stability of the Services.
Transmitting any material that contains viruses, trojan horses, worms or any other malicious or harmful programs.
Using the Services to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, unless you have signed a Business Associate Agreement with The Sports Compliance Company or your use of the Services fits within an exception for requiring a Business Associate Agreement.
Using the Services to transmit any material that infringes the intellectual property rights or other rights of Third Parties.
Using the Services to transmit any material that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.
Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call, including failing to comply with the Truth in Caller ID Act, 47 U.S.C. § 227, and implementing regulations, 47 C.F.R. § 64.1604.
This list of prohibited uses is meant to be illustrative and should not be considered exhaustive. All determinations related to violations of this Acceptable Use Policy will be made by The Sports Compliance Company in its sole, reasonable discretion. The Sports Compliance Company reserves the right to change or modify the terms of the AUP at any time, effective immediately when posted to THE Sports Compliance Company website. Customer’s use of The Sports Compliance Company Services after changes to the AUP are posted to the AM Communication website shall constitute acceptance of any changed or additional terms. If you have a complaint about abuse or a breach of this AUP, please contact a The Sports Compliance Company representative.
If you violate these Terms, we may stop providing Services to you or we may close your account. We may also block delivery of a communication (such as a telephone call or SMS) to or from the Services in an effort to enforce these Terms.
When investigating alleged violations of these Terms, The Sports Compliance Company reserves the right to review the content of your communications in order to resolve the issue. But we cannot monitor the entire Services, and make no claim or attempt to do so.
AGREEMENT FOR END USER CUSTOMERS
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. Your use of the service, and The Sports Compliance Company’ provision of the service to you, constitutes an agreement by The Sports Compliance Company and by you to be bound by these terms.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND The Sports Compliance Company ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 12.)
THERE ARE ABSOLUTELY NO REFUNDS AT ANY TIME
1. Service Overview
2.1 . You must be a customer of a current SCC company to use the Service and you must be registered with SCC and agree to these terms of service to be able to file a report with our company.
3. Representations and Warranties; Prohibited Conduct
3.1 Representations and Warranties. BY AGREEING TO THESE TERMS, YOU REPRESENT AND WARRANT TO US THAT: a.) you are a the customer of a current SCC subscriber; b.) you will comply with these Terms; c.) you will submit reports in good faith; d.) you have not previously been suspended or removed from the Service; and e.) you will comply with all applicable laws and regulations in your use of the Service.
3.2 Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO: a) use the Service for any illegal purpose or in violation of any local, state, national, or international laws or regulations; b) harass, threaten, demean, embarrass, or otherwise harm any other person or entity; c) submit a false report to The Sports Compliance Company or make a knowingly false or fraudulent claim about a report or other information obtained via the Service, (including manufacturing an individual or event, or submitting a claim for spiteful or malicious reasons); d) perform any fraudulent activity including impersonating any person or entity, or claim a false affiliation, or forge or manipulate headers to disguise the origin of any traffic to the service; e) attempt to identify in any manner, including by reverse engineering the identity of any other person who submitted an incident report to The Sports Compliance Company or help anyone else identify the submitter (unless compelled to do so by law or legal process; f) retaliate against a person who submitted an incident report whose identity becomes known; g) obtain or attempt to obtain unauthorized access to the Service, or to The Sports Compliance Company’ systems, networks or data, or interfere with security-related features of the Service, the operation of the Service, or any user’s enjoyment of the Service; h) systematically track any visitor or user of this Site, or extract, collect, or harvest through electronic means or otherwise (e.g., without limitation, robots and spiders) any data or data fields from the Service; i) post content containing advertisements or commercial solicitations or promotions; j) make available any content that you do not have the right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person or entity; K) make available any content that is harmful to children, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
3.3 Content Removal.. The Sports Compliance Company reserves the right to remove any content submitted in violation of these Terms or for any other reason determined by The Sports Compliance Company in its sole discretion. The Sports Compliance Company also reserves the right to refuse to share any report with either a Participating Organization or other organizations if the report seems false, unreliable, malicious, extortionate, repetitive, out-of-scope, or in violation of The Sports Compliance Company policies, as determined by The Sports Compliance Company in its sole discretion.
4.1 . If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant The Sports Compliance Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
5. Ownership; Proprietary Rights
5.1 . The Service is owned and operated by The Sports Compliance Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, services, and all other elements of the Service (“Materials”) are the property of The Sports Compliance Company or its third party licensors. The Sports Compliance Company reserves all rights to the Materials not granted expressly in these Terms.
6. Third Party Terms
6.1 . The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
7. Modification of These Terms
7.1 . We reserve the right to change these Terms on a going-forward basis at any time upon notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
8. Term, Termination, and Modification of the Service
8.1 Term. These Terms are effective beginning when you accept the Terms or first use of the Service, and ending when terminated as described in Section 8.2.
8.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, The Sports Compliance Company may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.
8.3 Effect of Termination. Upon termination of these Terms: (a) you must immediately cease all use of the Service; (b) you will no longer be authorized to access the Service; and (c) Sections 4, 5, 8.3, 9, 10, 11, 12 and 13 will survive.
8.4 Modification of the Service. The Sports Compliance Company reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. The Sports Compliance Company will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
9.1 . To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify The Sports Compliance Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “The Sports Compliance Company Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party; (e) any effort by you to identify another user of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your financial indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
10. Disclaimers; No Warranties
10.1 . THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. The Sports Compliance Company DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. The Sports Compliance Company DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND The Sports Compliance Company DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
10.2 . NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR The Sports Compliance Company ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE The Sports Compliance Company ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
10.3 . THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. The Sports Compliance Company does not disclaim any warranty or other right that The Sports Compliance Company is prohibited from disclaiming under applicable law.
11. Limitation of Liability
11.1 . To the fullest extent permitted by law, in no event will the The Sports Compliance Company entities be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the service or any materials or content on the service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any The Sports Compliance Company entity has been informed of the possibility of damage.
11.2 . Except as provided in section 12.4 and to the fullest extent permitted by law, the aggregate liability of the The Sports Compliance Company entities to you for all claims arising out of or relating to the use of or any inability to use any portion of the service or otherwise under these terms, whether in contract, tort, or otherwise, is limited to the greater of $100 and the amount you have paid The Sports Compliance Company in the preceding months.
11.3 . Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these terms. this allocation is an essential element of the basis of the bargain between the parties. each of these provisions is severable and independent of all other provisions of these terms. the limitations in this section 11 will apply even if any limited remedy fails of its essential purpose.
12. Dispute Resolution and Arbitration
12.1 Generally. In the interest of resolving disputes between you and The Sports Compliance Company in the most expedient and cost effective manner, and except as described in Section 12.2, you and The Sports Compliance Company agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND The Sports Compliance Company ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
12.2 Exceptions. Despite the provisions of Section 12.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
12.3 Arbitrator. Any arbitration between you and The Sports Compliance Company will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at http://www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting The Sports Compliance Company. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
12.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Sports Compliance Company’ address for Notice is: The Sports Compliance Company Holding Co., 1507 7th St. #9, Santa Monica, CA 90401. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or The Sports Compliance Company may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or The Sports Compliance Company must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by The Sports Compliance Company in settlement of the dispute prior to the award, The Sports Compliance Company will pay to you the higher of: (I) the amount awarded by the arbitrator; or (ii) $10,000.
12.5 Fees. If you commence arbitration in accordance with these Terms, The Sports Compliance Company will reimburse you for your payment of the filing fee, unless your claim is for more than $5,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Maricopa County, Arizona, but if the claim is for $5,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse The Sports Compliance Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
12.6 No Class Actions. YOU AND THE SPORTS COMPLIANCE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and The Sports Compliance Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
12.7 Modifications to this Arbitration Provision. If The Sports Compliance Company makes any future change to this arbitration provision, other than a change to The Sports Compliance Company’ address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to The Sports Compliance Company’ address for Notice of Arbitration, in which case your account with The Sports Compliance Company will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
12.8 Enforceability. If Section 12.6 is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 13.2 will govern any action arising out of or related to these Terms.
13.2 Governing Law. These Terms are governed by the laws of the State of Arizona without regard to conflict of law principles. You and The Sports Compliance Company submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Maricopa County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in the state of Arizona, U.S.A., and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
13.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
13.6 Contact Information. The Service is offered by The Sports Compliance Company Co., located at 7150 E Camelback Rd Suite 444, Scottsdale, AZ 85251. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
13.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
13.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
13.9 International Use. Submitting a report from outside the United States is only permissible where the user is invited through a Participating Company. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.