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3f="2. Access and Use.";let p;p="(a) Provision of Access. Subject to your compliance with the terms and conditions of these Platform Terms, Roster Athletics hereby grants you a worldwide, non-exclusive, non-transferable (subject to Section 15(f)), non-sublicensable right to Use the Platform for the purpose of organizing, tracking, and driving Participant and user engagement in your professional and recreational sports and athletics competitions (the \u201CPurpose\u201D) during the Term; provided that you (i) sign up for an account to Use the Platform in accordance with Roster Athletics\u2019 then-current account registration procedures; and (ii) strictly comply with the restrictions set forth in Section 2(b). You have the right to permit Authorized Users to Use the Platform on your behalf for the Purpose in accordance with these Platform Terms; provided, however, that you will remain fully and directly liable to Roster Athletics for any and all use of the Platform by Authorized Users as if such Use was by you yourself under these Platform Terms. (b) Use Restrictions. You will not use the Platform for any purposes beyond the scope of the rights granted in these Platform Terms. You will not (and will not attempt to) at any time, directly or indirectly, and will not permit any Person (including, without limitation, your Authorized Users) to: (i) modify or create derivative works of the Platform, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform, in whole or in part; (iii) sell, resell, rent or lease the use of the Platform to any other Person, or otherwise allow any Person to use the Platform for any purpose other than for your benefit for the Purpose in accordance with these Platform Terms; (iv) use the Platform to store, transmit or post any infringing, libelous or otherwise unlawful or tortious material or any data (including, without limitation any of Your Data or the Participant Data) for which you do not have the necessary consents or rights to provide via the Platform; (v) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby; or (vi) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Roster Athletics for use expressly for such purposes. (c) Reservation of Rights. Nothing in these Platform Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Platform (or any intellectual property rights therein), other than as expressly set forth in these Platform Terms. As between the Parties, Roster Athletics will exclusively own all right, title and interest in and to the Platform and all improvements, modifications or derivative works thereof (and all intellectual property rights in any of the foregoing). All intellectual property rights created in any such improvements, modifications and derivative works of the Platform will vest solely in Roster Athletics upon creation, and to the extent that sole ownership does not originally vest in Roster Athletics, such intellectual property rights are hereby automatically and irrevocably assigned by you (and your Authorized Users) to Roster Athletics. Each party hereby expressly reserves all intellectual property rights not expressly granted hereunder.";let y;y="3. Fees and Payment.";let M;M="(a) Fees. You will pay Roster Athletics all fees set forth in your Order Information (\u201CFees\u201D) on and in accordance with the payment dates specified in your Order Information. All Fees are non-refundable and payable in U.S. dollars or any other currency that may be designated in your Order Information. Except as otherwise designated in your Order Information, Fees will be paid in advance by the approved credit card that you designate when you sign up to Use the Platform on our Site. You hereby authorize us to initiate all payment transactions for Fees from your approved credit card when such Fees are due. Any and all Fees hereunder that are not paid to Roster Athletics when due will accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is greater. Your will reimburse Roster Athletics for all reasonable costs and expenses incurred (including reasonable attorneys\u2019 fees) in collecting overdue amounts hereunder. (b) Taxes. All Fees and other amounts payable to Roster Athletics hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties (the \u201CTaxes\u201D), payment of which will be your sole responsibility (excluding any Taxes based on Roster Athletics\u2019 net income). you will promptly reimburse Roster Athletics for any such amounts that Roster Athletics pays on your behalf.";let C;C="4. Confidential Information.";let D;D="From time to time in connection with these Platform Terms, we may disclose or make available to you or your Authorized Users information about our business affairs, products, customers, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as \u201Cconfidential\u201D (collectively, \u201CConfidential Information\u201D). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. You shall not use, transfer or disclose our Confidential Information to any person or entity, except to your employees, directors, officers, members, consultants, contractors, attorneys, advisors and agents who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder, and who are bound by obligations of confidentiality to you. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the you have first given written notice to the Roster Athletics and made a reasonable effort to obtain a protective order. On the expiration or termination of these Platform Terms, you shall, at Roster Athletics\u2019 option, either (A) promptly return to us all copies, whether in written, electronic, or other form or media, of our Confidential Information, or (B) destroy all such copies and certify in writing to Roster Athletics that such Confidential Information has been destroyed. Your obligations of non-disclosure with respect to any of our Confidential Information will expire five years from the date such Confidential Information was first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Platform Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.";let L;L="5. Policies.";let b;b="You hereby acknowledge that you have reviewed and agreed to the Roster Athletics Privacy Policy at https://resource.rosterathletics.com/legal/consumer/Privacy.html and Copyright Policy at https://resource.rosterathletics.com/legal/consumer/Copyright.html. Such policies are hereby incorporated into and are hereby deemed a part of these Platform Terms, binding upon y
3ou and you Authorized Users with respect to your and their Use of the Platform in connection with these Platform Terms.";let G;G="6. Support.";let w;w="As part of your subscription to the Platform, Roster Athletics will provide reasonable support in connection with the Platform in accordance with the support terms set forth your Order Information.";let v;v="7. Feedback.";let $;$="From time-to-time you or your Authorized Users may provide Roster Athletics with suggestions, comments and feedback with regard to the Platform (collectively, \u201CFeedback\u201D). You, on behalf of yourself and your Authorized Users, hereby grant Roster Athletics a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Roster Athletics\u2019 business purposes, including, without limitation, the testing, development, maintenance and improvement of the Platform.";let H;H="8. Data.";let U;U="(a) As between you and Roster Athletics and except as set forth in Section 8(b), you will own and retain all right, title and interest in and to all Your Data. (b) You hereby grant Roster Athletics (i) a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify and make derivative works of Your Data in connection with the hosting, operation, improvement and provision of the Platform (or any similar platform or software owned by Roster Athletics, including, without limitation, the Platform) or any other business purpose during the Term; and (ii) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute, display, perform, modify, make derivative works of and otherwise exploit all Aggregate Data and Participant Data in connection with the hosting, operation, improvement and provision of the Platform (or any similar platform or software owned by Roster Athletics, including, without limitation, the Platform) or any other business purpose. (c) You hereby represent, warrant and covenant to Roster Athletics that you have obtained and will obtain all necessary consents with respect to any and all of Your Data and Participant Data hosted, collected, stored or transmitted through the Platform to the extent necessary (i) for you and Roster Athletics to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant the licenses contemplated by Section 8(b).";let F;F="9. Representations and Warranties.";let V;V="Each party hereby represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Platform Terms and (b) the execution, delivery and performance of these Platform Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.";let Y;Y="10. Indemnification.";let X;X="(a) Roster Athletics Indemnification. Subject to Sections 10(b) and 10(e), Roster Athletics will defend and pay all damages finally awarded against you pursuant to a final, valid and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against you arising from the Platform\u2019s infringement of such third-party\u2019s intellectual property rights. (b) Exclusions. Roster Athletics\u2019 obligations under Section 10(a) will not apply if the underlying third-party claim arises from (i) your breach of these Platform Terms, negligence, willful misconduct or fraud; (ii) modifications to the Platform by anyone other than Roster Athletics; or (iii) combinations of the Platform of with software, data or materials not provided by Roster Athletics, including, without limitation, Your Data. (c) IP Remedies. If Roster Athletics reasonably believes the Platform (or any component thereof) could infringe any third party\u2019s intellectual property rights, Roster Athletics may, at its sole option and expense: (i) procure the right for you to continue using the Platform (
3or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Platform (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Roster Athletics on commercially reasonable terms, then Roster Athletics may suspend or terminate your use of the Platform upon notice to you. The rights and remedies set forth in this Section 10 shall constitute your sole and exclusive remedy for any intellectual property infringement by the Platform. (d) Your Indemnification. Subject to Section 10(e), you will defend and pay all damages finally awarded against Roster Athletics pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against Roster Athletics arising from: (i) any of Your Data or Participant Data stored, collected, hosted or transmitted in violation of applicable laws, rules and regulations or these Platform Terms; and (ii) any breach of the restrictions set forth in Section 2(b). (e) Indemnification Procedures. The party seeking defense and indemnity (the \u201CIndemnified Party\u201D) will promptly notify the other party (the \u201CIndemnifying Party\u201D) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (prov
3ided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.";let J;J="11. DISCLAIMER.";let k;k="EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED ON AN \u201CAS IS\u201D BASIS, AND ROSTER ATHLETICS MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON REGARDING THE PLATFORM OR ANY OTHER SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSTER ATHLETICS HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AN
3D ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ROSTER ATHLETICS HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE PLATFORM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.";let x;x="12. LIMITATIONS\xA0OF\xA0LIABILITY.";let z;z="(a) Exclusion of Damages. IN NO EVENT WILL ROSTER ATHLETICS BE LIABLE TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE PLATFORM TERMS OR THE PROVISION OF THE PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. (b) Total Liability. IN NO EVENT WILL ROSTER ATHLETICS\u2019 TOTAL LIABILITY TO YOU, YOUR AUTHORIZED USERS OR ANY OTHER PERSON IN CONNECTION WITH THESE PLATFORM TERMS OR THE PROVISION OF THE PLATFORM EXCEED THE FEES ACTUALLY PAID BY YOU TO ROSTER ATHLETICS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH LIABILITY.";let B;B="13. Term and Termination.";let W;W="(a) Term. The term of these Platform Terms begins on the Effective Date and, unless terminated earlier pursuant to these Platform Terms, will continue in effect until the date set forth in your Order Information. (b) Termination. Without limiting any right or remedy available to either party, either party may terminate these Platform Terms, effective on written notice to the other party, if the other party materially breaches these Platform Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured sixty (60) days after the non-breaching party provides the breaching party with written notice of such breach. (c) Survival. This Section 13(c) and Sections 1, 2(b), 2(c), 3, 4, 5, 7, 8, 11, 12 and 15 survive any termination or expiration of these Platform Terms.";let j;j="14. Trademarks.";let q;q="(a) You hereby grant Roster Athletics a limited, non-exclusive, royalty-free license to use and display your name, designated trademarks and associated logos (\u201CYour Marks\u201D) during the Term in connection with (i) the hosting, operation and maintenance of the Platform; and (ii) Roster Athletics\u2019 marketing and promotional efforts for its products and services, including by publicly naming you as a customer of Roster Athletics. All goodwill and improved reputation generated by Roster Athletics\u2019 use of Your Marks inures to your sole and exclusive benefit. (b) Roster Athletics will use Your Marks only in the form stipulated by you and will conform to and observe such standards as you prescribe from time to time, including standards relative to the quality, design, identity, size, position, appearance, marking and color of Your Marks, and the manner, disposition and use of Your Marks in connection with the license granted hereunder.";let K;K="15. Miscellaneous.";let Q;Q="(a) Entire Agreement. These Platform Terms, together with any order forms or other documents incorporated herein by reference, constitute the sole and entire agreement of the parties with respect to the subject matter of these Platform Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. (b) Notices. We may provide notices to you by posting them on the Site, by providing electronic notification via the Platform, or by email to the address associated with your account. You may provide notices to us via email at [email protected]. All notices are effective upon posting or when delivered. (c) Waiver. Except as otherwise set forth in these Platform Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Platform Terms will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. (d) Severability. If any provision of these Platform Terms is invali
3d, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Platform Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Platform Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. (e) Governing Law; Jurisdiction. These Platform Terms shall be governed by and construed in accordance with the law of the State of New York, without regard to any conflict of law rules of such state. The parties hereby acknowledge and agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, these Platform Terms shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of these Platform Terms shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court, and each party hereby irrevocably consents to service of process in connection with any such suit, action or proceeding by registered mail to such party at the applicable address set forth in \u200ESection 15(b). (f) Assignment. Roster Athletics may freely assign its rights and obligations under these Platform Terms. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Roster Athletics; provided, however, that you may assign your rights or delegate your obligations, in whole or in part, without such consent, to (i) one or more of your affiliates, or (ii) an entity that acquires all or substantially all of your business or assets to which these Platform Terms relates, whether by merger, reorganization, acquisition, sale, or otherwise; provided that, in either case of (i) and (ii) such affiliate or other entity (as applicable) agrees in writing to assume all of your obligations hereunder. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. These Platform Terms are binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. (g) Equitable Relief. Each party hereby acknowledges and agrees that a breach or threatened breach by such party of any of its obligations hereunder would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. (h) Payment processing services. The Site uses Stripe to make payouts to you. The "+"\uFFFD#84\uFFFD"+"Stripe Recipient Agreement"+"\uFFFD/#84\uFFFD"+" applies to your receipt of such Payouts. To receive payouts from the Site, you must provide the Site accurate and complete information about you and your business, and
3you authorize the Site to share it and transaction information related to your payout with Stripe.";let Z;Z=" No Third Party Beneficiaries. No provision of these Platform Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns. ";let ee;ee="Roster Athletics";let te;te="Platform Terms and Conditions";let oe;oe="These terms and conditions are initially prepared in English (US). In case of any discrepancy between the English text and any translated version of these terms and conditions, the English text prevails.";let ne;ne="Welcome to the Roster Athletics website located at www.rosterathletics.com (the \u201CSite\u201D). Please read these Terms of Service (the \u201CTerms\u201D) and our Privacy Policy (\u201CPrivacy Policy\u201D) carefully because they govern your use of our Site and our digital competition management platform and athletics-related services and games accessible via our Site and our mobile device application (\u201CApp\u201D). To make these Terms easier to read, the Site, our services and App are collectively called the \u201CServices,\u201D and the terms \u201CRoster Athletics,\u201D \u201Cwe,\u201D and \u201Cus\u201D include Roster Athletics LLC and our affiliates and subsidiaries.";let ie;ie="1. Agreement to Terms.";let re;re="By using our Services, you agree to be bound by these Terms. If you don\u2019t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, \u201Cyou\u201D and \u201Cyour\u201D will refer to that company or other legal entity.";let ae;ae="2. Privacy Policy.";let se;se="Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.";let _e;_e="IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ROSTER ATHLETICS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 \u201CDISPUTE RESOLUTION\u201D BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).";let le;le="3. Changes to Terms or Services.";let Ee;Ee="We may update the Terms at any time, in our sole discretion. If we do so, we\u2019ll let you know either by posting the updated Terms on the Site or through other communications. It\u2019s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don\u2019t agree to be bound by the updated Terms, then, except as otherwise provided in Section 17(e) \u201CEffect of Changes on Arbitration,\u201D you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.";let Te;Te="4. Who May Use the Services?";let Se;Se="(a) Eligibility. While some aspects of the Services are provided to all users, for other aspects, such as the ability to use social features, you must be at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your jurisdiction). For certain features of the Services, you'll need an account. It's important that you provide us with accurate, complete and current account information, and keep this information up to date. If you don't, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You're responsible for all activities that occur under your account. Parents are responsible for the acts of their children who use our Services.";let de;de="(b) Registration and Your Information. If you want to use certain features of the Services you\u2019ll have to create an account (\u201CAccount\u201D). You can do this via the Site or through your account with certain third-party social networking services such as Facebook or Google (each, an \u201CSNS Account\u201D). If you choose the SNS A
3ccount option we\u2019ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information (including your profile photo) that your privacy settings on the SNS Account permit us to access.";let ce;ce="(c) Accuracy of Account Information. It\u2019s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don\u2019t, we might have to suspend or terminate your Account. You agree that you won\u2019t disclose your Account password to anyone and you\u2019ll notify us immediately of any unauthorized use of your Account. You\u2019re responsible for all activities that occur under your Account, whether or not you know about them.";let he;he="5. Feedback";let ue;ue="We welcome feedback, comments and suggestions for improvements to the Services (\u201CFeedback\u201D). You can submit Feedback by emailing us at [email protected]. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.";let Re;Re="6. Content Ownership, Responsibility and Removal.";let me;me="(a) Definitions. For purposes of these Terms: (i) \u201CContent\u201D means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, transmitted or otherwise made available through the Services; and (ii) \u201CUser Content\u201D means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.";let Oe;Oe="(b) Our Content Ownership. Roster Athletics does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Roster Athletics and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.";let Ae;Ae="(c) Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to Roster Athletics a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, promoting and providing the Services and Content to you and to other Account holders.";let Pe;Pe="(d) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party\u2019s intellectual property rights, rights of publicity or privacy, moral rights, or result in the violation of any applicable law or regulation.";let ge;ge="(e) Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make or messages you send) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deleti
3on of (or the failure to remove or delete) any of your User Content.";let Ne;Ne="(f) Rights in Content Granted by Us. Subject to your compliance with these Terms, Roster Athletics grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display, link to and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.";let Ie;Ie="7. Rights and Terms for Apps.";let fe;fe="(a) Rights in App Granted by Us. Subject to your compliance with these Terms, Roster Athletics grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Roster Athletics reserves all rights in and to the App not expressly granted to you under these Terms.";let pe;pe="(b) Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an \u201CApp Provider\u201D). You acknowledge and agree that:";let ye;ye="These Terms are concluded between you and Roster Athletics, and not with the App Provider, and Roster Athletics (not the App Provider), is solely responsible for the App.";let Me;Me="The App Provider has no obligation to furnish any maintenance and support services with respect to the App.";let Ce;Ce="In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Roster Athletics.";let De;De="The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.";let Le;Le="In the event of any third party claim that the App or your possession and use of that App infringes that third party\u2019s intellectual property rights, Roster Athletics will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.";let be;be="The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.";let Ge;Ge="You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.";let we;we="You must also comply with all applicable third party terms of service when using the App.";let ve;
3ve="8. General Prohibitions and Our Enforcement Rights.";let $e;$e="You agree not to do any of the following:";let He;He="(a) Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party\u2019s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;";let Ue;Ue="(b) Use, display, mirror or frame the Services or any individual element within the Services, Roster Athletics\u2019 name, any Roster Athletics trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;";let Fe;Fe="(c) Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;";let Ve;Ve="(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or Content;";let Ye;Ye="(e) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;";let Xe;Xe="(f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;";let Je;Je="(g) Use any meta tags or other hidden text or metadata utilizing a Roster Athletics trademark, logo URL or product name without our express written consent;";let ke;ke="(h) Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;";let xe;xe="(i) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;";let ze;ze="(j) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;";let Be;Be="(k) Impersonate or misrepresent your affiliation with any person or entity;";let We;We="(l) Violate any applicable law or regulation; or";let je;je="(m) Encourage or enable any other individual to do any of the foregoing.";let qe;qe="Although we\u2019re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.";let Ke;Ke="9. DMCA/Copyright Policy.";let Qe;Qe="Roster Athletics respects copyright law and expects its users to do the same. It is our policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright Policy, for further information.";let Ze;Ze="10. Links to Third Party Websites or Resources.";let et;et="The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.";let tt;tt="11. Termination.";let ot;ot="We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at [email protected]. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 6(a), 6(b), 6(c), 12, 14, 15, 16, and 17.";let nt;nt="12. Warranty Disclaimers.";let it;it="THE SERVICES AND CONTENT ARE PROVIDED \u201CAS IS,\u201D WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AN
3D ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.";let rt;rt="13. Indemnity.";let at;at="You will indemnify and hold harmless Roster Athletics and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.";let st;st="14. Limitation of Liability.";let _t;_t="(a) NEITHER ROSTER ATHLETICS NOR ANY THIRD PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROSTER ATHLETICS OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.";let lt;lt="(b) IN NO EVENT WILL ROSTER ATHLETICS\u2019 TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ROSTER ATHLETICS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ROSTER ATHLETICS, AS APPLICABLE.";let Et;Et="(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROSTER ATHLETICS AND YOU.";let Tt;Tt="15. Governing Law and Forum Choice.";let St;St="These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 \u201CDispute Resolution,\u201D the exclusive jurisdiction for all Disputes (defined below) that you and Roster Athletics are not required to arbitrate will be the state and federal courts located in the [the Southern District of New York] and you and Roster Athletics each waive any objection to jurisdiction and venue in such courts.";let dt;dt="16. Dispute Resolution.";let ct;ct="(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, \u201CDisputes\u201D) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Roster Athletics agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Roster Athletics are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.";let ht;ht="(b) Exceptions and Opt-out. As limited exceptions to Section 16(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at [email protected] or by regular mail at 445 Marine View Ave, Suite 300, Del Mar, CA 92014, United States within thirty (30) days following the date you first agree to these Terms.";let ut;ut="(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (\u201CAAA\u201D) under its Consumer Arbitration Rules (the \u201CAAA Rules\u201D) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.";let Rt;Rt="(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We\u2019ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we\u2019ll pay all of our attorneys\u2019 fees and costs and won\u2019t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys\u2019 fees and expenses to the extent provided under applicable law.";let mt;mt="(e) Class Action Waiver. YOU AND ROSTER ATHLETICS 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, if the parties\u2019 dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.";let Ot;Ot="(f) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 \u201CChanges to Terms or Services\u201D above, if we change any of the terms of this Section 16 \u201CDispute Resolution\u201D after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the \u201CLast Updated\u201D date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the terms of this Section 17 \u201CDispute Resolution\u201D as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).";let At;At="(g) Severability. With the exception of any of the provisions in Section 16(e) of these Terms (\"Class Action Waiver\"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invali
3d or unenforceable, the other parts of these Terms will still apply.";let Pt;Pt="17. General Terms.";let gt;gt="(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Roster Athletics and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Roster Athletics and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.";let Nt;Nt="(b) Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.";let It;It="(c) Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Roster Athletics. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.";let ft;ft="18. Contact Information.";let pt;pt="If you have any questions about these Terms or the Services, please contact us at [email protected] or Roster Athletics, 445 Marine View Ave, Suite 300, Del Mar, CA 92014, United States.";let yt;yt=" No Third Party Beneficiaries. No provision of these Platform Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns. ";let Mt;Mt="Close ";let Ct;Ct="Decline ";let Dt;return Dt="Accept ",[s,_,l,P,g,N,I,f,p,y,M,C,D,L,b,G,w,v,$,H,U,F,V,Y,X,J,k,x,z,B,W,j,q,K,Q,Z,ee,te,oe,ne,ie,re,ae,se,_e,le,Ee,Te,Se,de,ce,he,ue,Re,me,Oe,Ae,Pe,ge,Ne,Ie,fe,pe,ye,Me,Ce,De,Le,be,Ge,we,ve,$e,He,Ue,Fe,Ve,Ye,Xe,Je,ke,xe,ze,Be,We,je,qe,Ke,Qe,Ze,et,tt,ot,nt,it,rt,at,st,_t,lt,Et,Tt,St,dt,ct,ht,ut,Rt,mt,Ot,At,Pt,gt,Nt,It,ft,pt,yt,Mt,Ct,Dt,["matDialogTitle",""],["align","end"],["href","https://stripe.com/legal/connect-account/recipient","target","_blank"],["mat-flat-button","","color","primary","matDialogClose",""],["mat-stroked-button","",3,"click","disabled"],["mat-flat-button","","color","primary",3,"click","disabled"]];},template:function(_,l){_&1&&(n(0,"div",121),t(1,0),e(),S(2,_o,87,0,"mat-dialog-content"),S(3,lo,216,0,"mat-dialog-content"),S(4,Eo,3,0,"mat-dialog-actions",122)(5,To,5,2,"mat-dialog-actions",122)),_&2&&(T(2),d(l.mode==="Admin"?2:-1),T(),d(l.mode==="Registrant"?3:-1),T(),d(l.readOnly?4:5));},dependencies:[Wt,kt,xt,Bt,zt,Vt,Ft],styles:[`mat-dialog-content[_ngcontent-%COMP%]{white-space:pre-line}mat-dialog-content[_ngcontent-%COMP%] [_ngcontent-%COMP%]:first-child{margin-top:12px}p[_ngcontent-%COMP%], ul[_ngcontent-%COMP%], li[_ngcontent-%COMP%]{white-space:pre-line}b[_ngcontent-%COMP%]:after{content:"\\a";white-space:pre} 4/*# sourceMappingURL=terms-dialog.component-HQ7IY274.css.map */`],changeDetection:0});}}return a;})();});export{Co as a,So as b};/**i18n:98cd60948f00bf3240ebfd0e064bf0123c90f4a120e09300fa6f8d092a2b7bea*///# sourceMappingURL=chunk-6VL6VANS.js.map 5//# debugId=02da39d6-7168-5f58-ac25-eba992519e8f
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