FieldLevel, Inc. Terms of Use

Last Updated: July 22, 2020

These terms of use (the "Terms") are a legal contract between FieldLevel, Inc. and its affiliates ("FieldLevel", "we" or "us") and "you" (and "your," or "User"). The Terms explain how you are permitted to use the services provided by and through our platform and website(s) located at the URL www.fieldlevel.com as well as all of our associated internet properties (either linked by FieldLevel and/or affiliated companies) and any software that FieldLevel provides to you for download, including in your mobile devices (our "Mobile App(s)" or "App(s)") (all of these virtual properties and mobile applications, collectively, the "Site"). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as "Materials") that we and/or our affiliates may make available to you, as well as any services we may provide through this Site). Collectively, the Site, the Materials, and the services provided herein are referred to as the "Service".

USING THE SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. DEPENDING ON YOUR JURISDICTION, THIS SECTION MAY NOT APPLY TO YOU.

Terms of Use Highlights

Please also read our full Terms of Use.

Your Acceptance

Each time you access and/or use the Service, you agree to be bound by these Terms and any Additional Terms that apply to you.

Your Privacy

You agree that we can use your information as outlined in our Privacy Policy.

Payments, Subscriptions and Cancellations

You will honor your payment obligations, if any. For recurring charges that you agree to make, you agree that third-parties working on our behalf may store your payment information to process the payments you agreed to make. Provider has the discretion to alter prices for products/services at any time. You understand that additional fees and taxes may apply to your purchase. You may cancel or suspend your paid subscription by going to Account Settings directly from your profile. Please refer to our Cancellations section for more information. FieldLevel does not guarantee refunds.

US Residents: Binding Arbitration of All Disputes; No Class Relief

For US Residents, any disputes under these Terms will be resolved on an individual basis through binding arbitration, with no class relief.

Our Acceptable Use Policy

You warrant that you will use the Service in compliance with our Acceptable Use Policy.

FieldLevel Intellectual Property

You may not use, copy, reproduce, republish, upload, display, post, transmit, distribute, or license any content on the Service without FieldLevel's authorization.

Disclaimer of Warranties

To the extent permitted by law, we disclaim warranties and conditions and provide the Service "As is."

Limitation of Liability

To the extent permitted by law, Our liability is limited.

Contact

Questions about these Terms may be sent to support@fieldlevel.com or as otherwise set forth in these Terms.

Full Terms of Use

1. YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP.

By using the Service, you represent and warrant that you are of age under the laws of your jurisdiction and/or lawfully able to enter into contracts. If you are not of age (a "Minor"), you represent that you are using the Service with the consent of your parent or legal guardian and that you have received your parent's or legal guardian's permission to use the Service and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby consent to the use of the Service by a Minor, agree to bind the Minor to these Terms and to fully indemnify and hold harmless FieldLevel if the Minor breaches any of these Terms.

If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.

2. PRIVACY.

Please review our privacy policy (the "Privacy Policy" which explains how we use information that you submit to FieldLevel. The Privacy Policy is hereby incorporated by reference.

3. MODIFICATIONS AND ADDITIONAL TERMS.

(a) These Terms. FieldLevel can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Service. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Service. Unless otherwise required by law, the updated Terms are effective as of the day of posting.

(b) The Service. FieldLevel may make changes to the Service at any time, without notice to you. If you object to any changes to the Service, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Service as modified. We also reserve the right to discontinue the Service, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service.

(c) Paid subscriptions. Please note that if you are under paid-subscription services with us, in the event we change the price for the services which you have previously agreed to pay or if we substantially change the services you are paying for, we will also notify you of such changes as contemplated in Section 1(a) above. Any changes will become effective after your then-current subscription expires or terminates. If you do not agree with such changes and you communicate this to us in accordance with the notification, we will not automatically renew your subscription even if you previously agreed to automatic renewal for payment.

(d) Additional Terms. In addition, certain features of the Service may be subject to additional terms of use "Additional Terms", which shall be provided to you at the moment you choose to use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.

(e) Executed Contract(s). If You have entered into a separate executed (i.e. signed) agreement for services with FieldLevel (collectively and individually, "Contract"), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.

4. USERS OF THE SERVICES.

(a) Visitors. Visitors may browse the Site in accordance with these Terms, but will not have full access to the Service (which may include but are not limited to contributing User Content, creating profiles, downloading tools, creating and messaging connections, posting comments, finding opportunities or signing up for special programs) without first becoming "Registered Users."

(b) Registered Users and Accounts. In order to access certain features of the Service you may be required to become a Registered User. A "Registered User" is a User who has registered an account with us (your "Account"). You can create an account as an "Athlete" to connect with coaches, instructors, and recruiters, promote your sports profile and information. You can register as a "Coach" (high school, college, private sports clubs, and the like) to connect with Athletes, other Coaches, recruiters and other promoters to facilitate shared knowledge and connections, discover and/or showcase talent, promote Athletes, share playing opportunities, and available coaching jobs. As a Registered User you choose what information you may make public or showcase. By registering as User you represent that you are (1) at least thirteen (13) years old; and (2) not a person barred from using the Service under these Terms, the laws of the United States of America, your place of residence or any other applicable jurisdiction.

(c) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify FieldLevel immediately of any unauthorized use of your password or any other breach of security at support@fieldlevel.com; and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or FieldLevel has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FieldLevel has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account for personal use at any given time. FieldLevel shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that FieldLevel considers insecure or inappropriate, FieldLevel will be entitled to require this to be changed and/or terminate your Account. FieldLevel reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to register for an Account on behalf of an individual other than Yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so. You agree not to create an Account or use the Service if you have been previously removed by FieldLevel, or if you have been previously banned from any of the FieldLevel properties.

5. USE OF THE SERVICE.

We offer access and use of our proprietary athletic recruiting network and services platform, which leverages relationships and references by connecting sports talent with opportunities. For as long as you agree to these Terms and abide by them, you may use the Service. These Terms apply to all Users of the Service, including Visitors and Registered Users, who are also contributors of User Content. The Service is licensed, not sold, to you.

(a) Grant of a Limited License to Use the Service. The Service is protected by copyright laws throughout the world. Subject to your agreement, and continuing compliance with these Terms, and any other relevant FieldLevel policies, FieldLevel grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Service and/or download, and use a copy of the Mobile App or client-software on a mobile device or computer that you own or control and to run such copy solely for your own individual, non-commercial purposes only. You agree not to use the Service for any other purpose.

(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by FieldLevel; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service except as expressly permitted by FieldLevel; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; or (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks.

(c) No implied endorsement. While the Service allows Athletes to engage with Coaches and sports recruiters, the Service itself is not a recruiting agency. Any relationship created through the Service is between the Athlete and the Coach or recruiter. A RECRUITER'S ABILITY TO USE OUR SERVICE IS NOT an endorsement or recommendation by FieldLevel.

(d) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming data services, data and other rates and fees will apply. Downloading, installing or using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service may require an Internet connection to access Internet-based features, authenticate the Service, real-time messaging or perform other functions. You acknowledge that you may be charged by your network service provider, and shall be responsible for any such charges for Internet access.

6. OUR ACCEPTABLE USE POLICY AND OUR COMMUNITY.

To use our Service, you agree to and warrant that you will comply at all times with our Acceptable Use Policy, as may be amended from time to time, which regulates prohibited and/or acceptable practices relating to the use of our Service, including limitations on User Content, prohibited activities, system abuse and security. If you do not agree with our Acceptable Use Policy, you must discontinue use of the Service. The Acceptable Use Policy is hereby incorporated by reference.

7. SUBSCRIPTIONS; PAYMENTS; AND CANCELLATIONS.

(a) Subscriptions. By registering for an Account, you obtain access to the Service (a "Subscription"). Each Subscription and the rights and privileges provided therein is personal and non-transferable. Paid Subscriptions ("Premium") may include premium and/or additional features and services not available to free Subscriptions. FieldLevel reserves the right to change prices for paid Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

(b) Payments. If you purchase any services that we offer for a fee, either on a one-time or on a Subscription basis, you agree and consent to FieldLevel's use of third-party payment providers for billing and processing online payments, and you agree to pay the applicable fees for the Premium Subscription (including, without limitation, periodic fees for monthly or annual Premium Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 7(c) below).

If you do not pay on time or if FieldLevel cannot charge your payment method for any reason, FieldLevel reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that FieldLevel is permitted to bill you for any applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service and, if applicable, thereafter at regular intervals for the remainder of your Subscription Term. By providing a payment method, You expressly authorize FieldLevel to charge said payment method at regular intervals subject to Your particular Subscription. If you have a balance due on any Account, you agree that FieldLevel may charge such unpaid fees to your payment method or otherwise bill you for such unpaid fees.

(c) AUTOMATIC RENEWAL TERMS: To facilitate continuity of the Service to you, each paid Subscription contains automatic renewal terms. FieldLevel will automatically renew your paid Subscription as per the Subscription period of your choosing (each a "Subscription Term"), on the anniversary of that date that FieldLevel first charges your Account for the first Subscription fee, and, as authorized by you during the Subscription sign-up process, FieldLevel will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel prior to the anniversary date). Each Subscription renewal period is for the same Subscription Term as the prior one, unless otherwise agreed between you and FieldLevel. Subject to Section 7(d) below, YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT ANY SUBSCRIPTION FEES CHARGED PRIOR TO THE EFFECTIVE DATE OF CANCELLATION WILL NOT BE REFUNDED, IN WHOLE OR IN PART. If you cancel your Subscription, your access to and use of the service will be shut off once your then current pre-paid Subscription Term expires.

FieldLevel reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term), upon advance notice to you. If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.

(d) CANCELLATION TERMS: Upon first signing up for a Subscription to the Service, you shall have thirty (30) calendar days to cancel for a full refund. IF YOU CANCEL YOUR ACCOUNT AT ANY TIME AFTER THE INITIAL THIRTY (30) DAYS, YOU WILL NOT RECEIVE ANY REFUND. You may cancel your Subscription at any time, and such cancellation shall become effective upon expiration of your then-current Subscription Term. You agree and understand that you will be charged Subscription fees until the expiration of your then-current Subscription Term and Subscription fees will not be refunded, in whole or in part, subject to applicable law. You will not be eligible for a pro-rated refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription Term. If you have any problems or concerns with your cancellation please contact us at support@fieldlevel.com for assistance. Information regarding cancelling your Premium Services can be found here. FieldLevel's refund policy is explained here.

8. USER CONTENT.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available ("Make Available") on or through the Service (each such submission "User Content"). You may not Make Available on this Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make or submit. As between you and us, you own your User Content and you have full responsibility for each User Content you make or submit, including its legality, reliability and appropriateness.

You hereby grant to FieldLevel a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that FieldLevel deems appropriate, without any further consent, notice and/or compensation to you or to any third parties.

You also authorize others to use the User Content that you publicly share or Make Available through the Service.

You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.

FieldLevel agrees to use any personally identifiable information contained in any of your User Content in accordance with FieldLevel's Privacy Policy, to the extent applicable. Additionally, please note that certain information, statements, data, and content (such as photographs) which you may submit to FieldLevel, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any User Content is voluntary on your part.

We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

When you provide User Content you agree that such User Content shall not be in violation of the Acceptable Use Policy. Those prohibitions do not require FieldLevel to monitor, police or remove any User Content or other information submitted by you or any other user. Notwithstanding the foregoing, FieldLevel reserves the right to remove any User Content from its Service at any time and for any or no cause. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Content posted by you to or through this Service.

If you use any "rating" feature of the Service to rate an Athlete or another User, as a applicable, and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to FieldLevel, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and FieldLevel is free to use, without any attribution or compensation to you, any ratings submitted within the Service, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that FieldLevel may use any of this Feedback in aggregated or non-aggregated from, however FieldLevel is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

9. FORUMS AND MESSAGING.

FieldLevel may offer various forums where you can post your observations and comments on designated topics. FieldLevel also enables sharing of information by allowing Users to post updates, including links to news articles and other information to their profile and other parts of the Service, such as FieldLevel's School or Team Pages. By offering this feature, FieldLevel is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Coaches may be allowed to create School or Team Pages for free, however, FieldLevel may close or transfer FieldLevel School or Team Pages, or remove content from them if the content violates these Terms or a third party's intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Users, and FieldLevel cannot guarantee that other Users will not use the ideas and information that you share on the Service. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on the public forums of the Service. Please refer to Section 11 below and our Copyright Policy for more information regarding how we treat infringing content.

FIELDLEVEL IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY FIELDLEVEL COMMUNITY FORUMS.

10. FIELDLEVEL INTELLECTUAL PROPERTY OWNERSHIP.

The Service and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain FieldLevel's property (or the property of FieldLevel's licensors). Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license granted above; or (ii) to use or reference in any manner FieldLevel's company names, logos, product and service names, trademarks or services marks or those of FieldLevel's licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service.

11. INTELLECTUAL PROPERTY INFRINGEMENT AND NOTIFICATIONS.

FieldLevel does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and FieldLevel will remove User Content if properly notified that such User Content infringes on another's intellectual property rights (please refer to our Copyright Policy. FieldLevel reserves the right to remove User Content without prior notice.

12. TERM AND TERMINATION.

The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying FieldLevel at any time; (b) closing your Account; and/or (c) if you are Visitor, stop visiting the Site. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within our sole discretion and determination to terminate your Account for what we deem to be a violation or breach of these Terms. In the event that we terminate or suspend your Account, you will have no further access to your Account or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed materials (including software); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), including User Content, except to the extent of any surviving licenses or applicable record retention requirements. FieldLevel will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

You may close your Account by using the feature provided in the Service or, in the alternative, by emailing us at support@fieldlevel.com. We will proceed to close your Account and send you an email confirmation.

The Service may be linked to other websites that are not FieldLevel properties (collectively, "Third-Party Sites"). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than FieldLevel, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. FieldLevel does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT FIELDLEVEL WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply FieldLevel's endorsement or recommendation.

14. DISCLAIMER OF WARRANTIES.

(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, FIELDLEVEL (ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FIELDLEVEL DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(b) Disclaimer of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE FIELDLEVEL SERVICE. YOU UNDERSTAND THAT FIELDLEVEL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE.

15. NCAA REGULATIONS.

FieldLevel is in no way affiliated with or sponsored by the NCAA. You are responsible for your own activities in connection with your use of the Service. Accordingly, you are responsible for knowing and complying with the NCAA's rules, regulations, and laws or other similar rules, regulations, and laws (collectively, "NCAA Regulations"). FieldLevel is not responsible if you do not abide by NCAA Regulations (or any other similar rules or regulations) in connection with your use of the Service. FieldLevel does not knowingly promote any violations of NCAA Regulations (or any other similar rules or regulations).

16. LIMITATION OF LIABILITY.

NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.

FIELDLEVEL SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FIELDLEVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, FIELDLEVEL SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO FIELDLEVEL IN ACCORDANCE WITH THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO FIELDLEVEL DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND FIELDLEVEL'S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH FIELDLEVEL IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FIELDLEVEL AND YOU. To the extent that FieldLevel may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of FieldLevel's liability, shall be the minimum permitted under such applicable law.

17. INDEMNITY.

You agree to indemnify and hold FieldLevel, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the "FieldLevel Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your User Content; (b) your use of, or inability to use, the Service; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. FieldLevel reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with FieldLevel in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.

18. INTERACTIONS BETWEEN USERS.

You are solely responsible for your interactions with other Users of the Service and any other parties with whom you interact through the Service. FieldLevel may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Service or otherwise limit your use of the Service. FieldLevel reserves the right, but has no obligation, to monitor or become involved in any way with these disputes. You will fully cooperate with FieldLevel to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting FieldLevel access to any password-protected portions of your Account. FieldLevel reserves the right to restrict, suspend, or close your account if FieldLevel determines, in our sole discretion, that doing so is necessary or in our best interests.

If you have a dispute with one or more Users, you release FieldLevel (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

19. LOCAL LAWS.

FieldLevel controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations outside of the United States of America. If you use the Service outside the United States of America, you are responsible for following applicable local laws.

20. SPECIAL PROVISIONS FOR MOBILE APPLICATIONS.

(a) App Stores. You acknowledge and agree that the availability of the Mobile App and the Service is dependent on the third party from whom you received the Mobile App license, e.g., the Apple App Store or Google Play ("App Store"). You acknowledge that the Terms are between you and FieldLevel and not with the App Store. FieldLevel, not the App Store, is solely responsible for the Service, including the Mobile App, the content thereof, maintenance, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.

(b) Additional License Terms for use of the Service in conjunction with the Apple App Store. With respect to any Mobile App accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use the App Stored Sourced Application (i) on an Apple-branded products that runs the iOS (Apple's proprietary operating system), and (ii) as permitted by the "Usage Rules" set forth in the Apple Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  • You acknowledge and agree that (i) the Terms are concluded between you and FieldLevel only, and not Apple, and (ii) FieldLevel, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

  • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

  • In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between FieldLevel and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of FieldLevel.

  • You and FieldLevel acknowledge that, as between FieldLevel and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  • You and FieldLevel acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between FieldLevel and Apple, FieldLevel, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

  • You and FieldLevel acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

  • Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

(c) Additional License Terms for use of the Service in conjunction with the Android App Store. The following additional terms and conditions apply with respect to any Mobile App that FieldLevel provides to you designed for use on an Android-powered mobile device (an "Android App"):

  • You acknowledge that these Terms are between you and FieldLevel only, and not with Google, Inc. ("Google").

  • Your use of FieldLevel's Android App must comply with Google's then-current Google Play Terms of Service.

  • Google is only a provider of the Android App market where you obtained the Android App. FieldLevel, and not Google, are solely responsible for FieldLevel's Android App and the services and content available thereon. Google has no obligation or liability to you with respect to FieldLevel's Android App or these Terms.

  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to FieldLevel's Android App.

(d) Geo-Location Terms The Service may include and/or make use of certain functionality and services provided by third-parties that allow FieldLevel to include maps, geocoding, places and other content as part of the services (the "Geo-Location Services"). The Geo-Location Services may be provided by Google Inc., in which case your use of the Geo-Location Services will be subject to Google's then current Terms of Use for Google Maps/Google Earth. By using Google's Geo-Location Services, you are agreeing to be bound by Google's Terms of Use and the current Google privacy policy.

21. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please read this carefully if you are a resident of the United States of America. It affects your rights.

(a) Applicable Law. These Terms will be subject to and construed in accordance with the laws of the State of California, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against FieldLevel must be resolved exclusively by a state or federal court located in the State of California, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in San Diego County, California for the purpose of litigating all such claims or disputes.

(b) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and FieldLevel may attempt to resolve the claim or dispute informally. If you and FieldLevel do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.

(c) Arbitration You agree that FieldLevel may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event FieldLevel elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, "ADR") chosen by FieldLevel. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be San Diego County, California, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.

(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between you and FieldLevel in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

22. ELECTRONIC COMMUNICATIONS.

The communications between you and FieldLevel use electronic means, whether you visit the FieldLevel Site, send FieldLevel e-mails, or use the Service or whether FieldLevel posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from FieldLevel in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that FieldLevel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where FieldLevel requires that you provide an e-mail address; you are responsible for providing FieldLevel with your most current e-mail address. In the event that the last e-mail address you provided to FieldLevel is not valid, or for any reason is not capable of delivering to you any notices required permitted by the Terms, FieldLevel's dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

23. CONSUMER NOTICE.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by FieldLevel Inc. If you have a question or complaint regarding the Service, please contact FieldLevel's Customer Service at support@fieldlevel.com, Attention: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

24. GENERAL.

These Terms together with our Privacy Policy, Acceptable Use Policy, Copyright Policy, any separate Contract we may have executed directly with you, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and FieldLevel regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction.

25. CONTACT US.

If you have any questions about these Terms or otherwise need to contact FieldLevel for any reason, you can reach us at FieldLevel Inc, 990 Highland Dr. Suite 100, Solana Beach, CA 92075, USA, with a copy to support@fieldlevel.com or call us at +1 (888) 908-7124.

© 2020 FieldLevel Inc. All rights reserved.

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