1.1. Please read this agreement carefully. It governs your Athletic Standard, Inc. ("AS") Athletic Intelligence Management ("WIN") subscription, including any software, content, materials, or services that you receive through the subscription. By completing the purchase of an WIN subscription, or by using or accessing an WIN subscription, you confirm that you agree to this subscription agreement. If you do not agree with the terms you should discontinue all use of the WIN Application ("Platform") Services.
2. Description of Services
2.1. AS provides an online software platform for use by coaches and athletes to monitor and analyze athletic performance by individual athlete and collective team(s), by compiling and analyzing User- and WIN-provided data using AS proprietary algorithms. The Platform is owned and operated by Athletic Standard, Inc. The Platform includes all content and media, including, but not limited to, all athlete profiles and associated data, public and private discussions, forums, blogs, discussion and bulletin boards, e-mails, messaging, and chats on the Platform. The Platform, including any updates, enhancements, new features, and/or the addition of any new links, is subject to these Terms of Agreement.
2.2. You agree that your use of the application as a Member is subject to the Terms in this Agreement. The term "User" refers to a Member, Guest or Sponsor on the Site. You are only authorized to use the Services if you agree to abide by all applicable laws and to the Terms in this Agreement.
2.3. This agreement, and any posted revisions to the Terms in this agreement, shall remain in full force and effect while you use the Platform. You may terminate your Membership at any time, for any reason. After your Membership terminates, either by you or by AS, this Agreement will terminate, provided, however, terms by which their nature shall survive termination and continue until fulfilled.
2.4. AS may discontinue, modify or suspend any aspect of the Platform without prior notice of any kind. AS may impose limits on use of the Platform, or suspend or discontinue access to all or part of the Platform without prior notice of any kind. Please check the Terms in this Agreement every time you visit to view any changes.
3. Subscription Rights
3.1. During the Subscription Term, in consideration of the Fees paid by User, AS grants to User a non-exclusive, revocable, non-transferable subscription to use the Platform, solely for the Users provision of its services, and limited to the number of Subscriptions for which User has paid the applicable Fees.
4. Fees and Payment
4.1. Fees. Fees are as set forth in the online membership Registration Form. Except as otherwise provided in a Registration Form, fees set forth in the Registration Form hereunder will be: (i) fixed during the Subscription Term set forth in such Registration Form; (ii) collected via credit card, other electronic payment, check or money order prior to User access to Platform; (iii) quoted and payable in United States dollars; (iv) based upon the individual Subscription plan purchased, and (v) non-refundable.
4.3. Renewal. Except as otherwise set forth in a Registration Form, the Subscription Term shall automatically renew every thirty (30) days for monthly plans, and annually for yearly plans.User will be billed on the first day of the following 30-day, or annual, billing cycle.
4.4. Upgrades. Monthly users may upgrade to an annual membership plan at any time. Upon upgrade, Users will enter into a new 12-month membership plan, to begin the day after the final day in the User's current 30-day billing cycle. Prior months billed through the monthly plan will not be applied to or prorated towards the User's new annual plan.
4.5. Refunds. Monthly subscription fees paid to AS are nonrefundable upon start of 30 day billing cycle and completion of Membership Registration. Monthly accounts canceled mid-billing cycle will remain active and billed through the completion of the 30-day billing cycle. Full or partial refunds will not be issued after the start of a new billing cycle. Annual plans will be will remain active and billed through 60 days after date of cancelation. Refunds will be issued for remaining term of plan, at the conclusion of the 60-day cancelation period.
4.6. Payment. User shall pay all Platform fees specified upon completion of membership registration.User agrees to provide AS with complete and accurate billing and contact information.
4.7. Ending the subscription You may cancel your subscription at any time. Your subscription immediately expires if you do not renew by paying the subscription fee prior to the expiration of the subscription period, or if your payment method is declined. AS may suspend or terminate your subscription if AS believes that you have failed to comply with any part of this agreement. If your subscription ends for any reason you will no longer have access to any Platform services, nor data stored in your Account. Any User-owned data must be retrieved prior to cancelation of the subscription.
4.8. Default accounts. Any payment method associated with a User Account that is declined and/or unable to be remitted to AS will result in immediate suspension of User access until payment method is resolved. In the event of default, Athletic Standard may, at its sole option, block the User from use of the account either temporarily or until the past due amount is paid or permanently, regardless of payment. Not exercising this option at any particular time or degree of delinquency does not prevent Athletic Standard from exercising this option at any other time or degree of delinquency. AS will retain User Account data for no less than thirty (30) days as billing issues are reconciled, after which time AS reserves the right to permanently delete User Account and all affiliated data.
4.9. Taxes. Unless otherwise provided or as required by the applicable jurisdiction, all fees do not include Taxes, and User is responsible for paying any Taxes associated with its purchases hereunder.
5. Term and Termination
5.1. Term. This Agreement commences on the Effective Date and continues until all Subscription Users granted in accordance with this Agreement have expired or been terminated.
5.2. Termination by User or AS. Either party may terminate this Agreement prior to the end of a Subscription Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such petition or proceeding is not withdrawn or otherwise terminated within thirty (30) days of its initiation.
5.3. Right to Terminate. We reserve the right to terminate or restrict your use of our service, without notice, for any or no reason whatsoever.
5.4. Effect of Termination; Surviving Provisions.Upon any termination or expiration of this Agreement, User shall immediately cease all use of the WIN Platform. User's obligation to make a payment of any outstanding, unpaid fees, the defined terms used in the Agreement and shall survive termination or expiration of this Agreement.
6. Proprietary Rights
6.1. WIN Intellectual Property. AS and its suppliers own the Intellectual Property Rights in and to the WIN Platform.This Agreement does not convey or transfer any ownership rights to the WIN Platform, or any Intellectual Property Rights therein, to User. The AS and WIN name, logo, trade names, trademarks and/or service makers are owned by AS, and no right is granted to Use to use any of the foregoing except as expressly permitted herein. AS and its suppliers reserve all rights, title, and interest in and to all copies of the WIN Platform.
6.2. Ownership of User Data. User content uploaded to the WIN Platform remains the property of User, however AS reserves the right to retain content, including but not limited to an individual athlete's name, age, scores, ASI, statistics and email, for purposes of tracking athlete performance in the aggregate across its proprietary database. AS will never share identifiable information on a minor athlete without expressly written permission from User, who will be solely responsible for obtaining any parental permissions.
6.3. Use of Submissions. AS shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, modify, or distribute, including by incorporating into any product or service owned by AS, any User submissions, suggestions, enhancement requests, recommendations or other feedback provided by User relating to any product or service owned by AS.
7.1. Who may use the subscription. In this agreement, "User" means the named, designated subscriber who has a valid subscription. Only one person may use or access a single subscription or any subscription benefits. If the subscriber is a User or institution, the User or institution must assign the subscription to one User within the User or institution, and only that User may use or access the subscription or any subscription benefits.
7.2. Additional subscribers to single account. More than one User may have access to an Account, however each User must have a separate subscription, including all fees and terms associated with User subscriptions.
7.3. Access to software. The subscription provides User with access to software and associated benefits. Access to the Platform will be available on a non-guaranteed basis 24-hours a day, seven (7) days a week, excluding scheduled maintenance as designated from time to time by Athletic Standard in its sole discretion. Subscriber is solely responsible for the selection and procurement of any equipment, Internet and telephone lines necessary to access the Athletic Standard service. When a User's subscription concludes, User will no longer have access to the software or any associated benefits and must discontinue use of the software.
7.4. Support service. User support will be provided via email basis Monday through Friday, 8 am through 10 pm EST, with phone support available Monday through Friday, 9 am through 6 pm,
7.5. Access to software. The subscription provides User with access to software and associated benefits. When a User's subscription concludes, User will no longer have access to the software or any associated benefits and must discontinue use of the software.
7.6. Changes to the subscription benefits. AS reserves the right to change the benefits available under the subscription at any time without any notice to you.
7.7. Using the software and other benefits. User's use of the software is subject to the license terms provided with the software, except for any changes to those terms that are provided in this agreement. You may not use the software if you do not have an active subscription. You may not share, transfer, resell, or assign your subscription or the software.
8.1. The User who created the WIN account and whose Payment Method is charged is referred to here as the Account Owner. The Account Owner has access and control over the WIN account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone.
8.2. By sharing the WIN password, the Account Owner agrees to be responsible for assuring that any other User comply with Terms, and such Account Owner shall be responsible for the actions of those other Users.
9.1. By posting, publishing, uploading or displaying content, digital media, athlete data, athlete schedules, athlete profiles, information, web links, comments, images, text, files, photographs, videos, works of authorship, messages, communications or any other materials (collectively, "Content") of any kind using the Services, you grant AS, its affiliates, and agents an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, edit, move, distribute, transmit, display, perform, adapt, and publish any such Content for any purpose through the Services via any media channels now known or later developed, without notice. You represent and warrant that you own the Content posted by you through the Services or otherwise have the proper authorization to grant this license. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you using the Services. You are not permitted to take another User's Content and reproduce it in any manner without the prior written consent of AS.
0. Intellectual Property
10.1. User shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the WIN Platform or any modified version or derivative work of the WIN Platform, (b) provide the WIN Platform, or any modified version or derivative work of the WIN Platform on a timesharing or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the WIN Platform, (d) reverse engineer, decompile, or disassemble the WIN Platform, (e) copy any features, functions or graphics of the WIN Platform for any purpose other than what is expressly authorized in this Agreement, (f) insert any code or product or manipulate the content of the Platform, (g) use any data mining, data gathering or extraction method
10.2. AS reserves the right to terminate your membership hereunder if AS, in its sole and absolute discretion, believes that you are in violation of any Intellectual Property terms expressed here.
11.1. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to exercise its rights under this Agreement and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party's use of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the Disclosing Party's Confidential Information, (c) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (d) that is or becomes publicly available through no breach of this Agreement. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. The terms of this Agreement and the structure, sequence and organization of the WIN Platform are Confidential Information of AS or its licensors.
11.2. Destruction. Within five (5) days after a Disclosing Party's request, or upon any termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information.
12.1. Athletic Standard makes no warranties express or implied, including but not limited to the implied warranties of merchantability and fitness for any particular purpose. While Athletic Standard strives for accuracy and completeness of data and services furnished pursuant to this Agreement, no warranty or representation as to accuracy or completeness is made or implied.
12.2. Subscriber warrants that he is aware of and will comply with all applicable federal, state, local, NCAA, or other laws and regulations with regard to access to or use of any and all information, databases, programs, or other products to which access is provided by or through Athletic Standard.
13. Limitation of Liability
13.1. User specifically understands and recognizes that the system by which these services are offered to him may experience problems of various kinds resulting in an inability to provide services.
13.2. User agrees that AS will not be liable for any claim or demand of any nature or kind whether asserted against AS or against User by any third party, arising out of the services or materials provided for their use; Subscriber agrees to indemnify and hold AS harmless from claims of third parties arising out of the Subscriber's use of the services or materials provided pursuant to this Agreement.
13.3. AS shall not be liable for or deemed to be in default for any delays or failure in performance or interruption of service resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including problems with or delays caused by its database or other providers and by acts of God, flood, fire, war, terrorism, or public enemy.
13.4. No action or suit, regardless of form, other than an action for payments due Athletic Standard, arising out of the transactions pursuant to this Agreement may be brought by either party more than one year after the cause of the action accrues.
14.1. Publicity. Either party may include the other's name and logo in customer or vendor lists on such party's website and/ or marketing collateral. User also agrees to: (i) serve as a reference or hosting onsite reference visits; (ii) collaborate on press releases announcing or promoting the relationship; and (iii) collaborate on case studies or other marketing collateral.
14.2. Authority. Each party has full power and authority to enter into and perform this Agreement, and the person signing on behalf of each party has been properly authorized and empowered to enter into this Agreement. Each party further acknowledges that he has read this Agreement, understands it, and agrees to be bound by it.
14.3. Assignment. This Agreement is not assignable or transferable by User and any attempted assignment or transfer shall be null and void and of no force or effect. AS may assign this Agreement and/or the payments due to AS without notice to or requirement for User's permission or approval.
14.4. Relationship of the Parties. AS and User are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
14.5. Choice of Law and Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State as such laws are applied to contracts made and to be performed in Massachusetts, and all actions hereunder shall be brought in a court of competent jurisdiction in Massachusetts and in no other jurisdiction.
14.6. Attorneys Fees. In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the successful party's reasonable attorneys' fees and reasonable costs.
14.7. Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to User at the address User provides, or, in the case of AS, when addressed to AS US, Inc., Attn: General Manager, Athletic Standard, 945 Concord St, Framingham, MA 01754, or such other address as AS may provide to User. Notices shall be deemed delivered (i) on the day of delivery, if delivered by hand during business hours; (ii) two business days after sending if delivered by a reputable and recognized overnight courier, (iii) upon the addressee's confirmation of receipt if sent by email. Notices regarding AS or the WIN Platform in general may be given by electronic mail to User's e-mail address on record with AS and such notice shall be deemed to have been delivered twelve (12) hours after sending.
14.8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks.
14.9. Waiver. The waiver, modification, or failure to insist by Athletic Standard on any of these terms or conditions, shall not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of AS's right to performance of any such term or terms.14.10. Severability. If any provision or part of the Agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect.14.11. Priority of Documents. In case of any conflict between the terms of this Agreement and any Exhibit(s) hereto, the terms of this Agreement shall govern.