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.
Platform Terms and Conditions
Welcome to the Roster Athletics website located at https://www.rosterathletics.com/ (the “Site”). If you have signed up either electronically through our Site or by a written order form signed by you and Roster Athletics to purchase a subscription to access and use the Platform (as defined below), and have not otherwise executed a separate written subscription agreement with us, then please read these Platform Terms of Service (together with your associated Order Information (as defined below), the “Platform Terms”) carefully because they govern your use of our cloud-based digital competition management software platform for the organization and tracking of sports and athletics competitions (the “Platform”). To make these Platform Terms easier to read, the terms “Roster Athletics,” “we,” and “us” include Social Gaming Factory LLC (d/b/a Roster Athletics), and the term “you” refers to you and any organization that you are acting on behalf of in signing up for a subscription to the Platform.
(a) “Aggregate Data” means any data that is derived or aggregated from (i) Your Data; or (ii) you and your Authorized Users’ use of the Platform, including, without limitation, any usage data or trends with respect to the Platform and its component features and functionalities, in each case in anonymized form.
(b) “Authorized User” means any employee, contractor or volunteer that (i) you authorize to Use the Platform for purposes of operating and maintaining the Platform; and (ii) signs up for an account to Use the Platform in accordance with Roster Athletics’ then-current account registration procedures and assents to the Roster Athletics’ Terms of Service (located here: https://www.rosterathletics.com/terms-of-service.html).
(c) “Order Information” means certain terms associated with your subscription to Use the Platform, as either (i) communicated to you at the time you signed up for a subscription electronically through our Site; or (ii) as otherwise set forth in a written order form signed by you and Roster Athletics.
(d) “Participant” means any individual participant in any sports or athletics competition that is being organized and/or tracked through the Platform.
(e) “Participant Data” means any data (including Your Data) associated with a current or former Participant, including, without limitation, Participant names, times, distance, score and other applicable competition metrics, and any other profile information related to a Participant and collected through the Platform.
(f) “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
(g) “Use” means to use, access and/or operate the Platform in accordance with these Platform Terms and any instructions provided to you by Roster Athletics.
(h) “Your Data” means all information, data, and other content, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you, an Authorized User or any Participant to Roster Athletics in connection with your and your Authorized Users’ use of the Platform.
2. Access and Use.
(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 “Purpose”) during the Term; provided that you (i) sign up for an account to Use the Platform in accordance with Roster Athletics’ 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.
3. Fees and Payment.
(a) Fees. You will pay Roster Athletics all fees set forth in your Order Information (“Fees”) 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. You will reimburse Roster Athletics for all reasonable costs and expenses incurred (including reasonable attorneys’ 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 “Taxes”), payment of which will be your sole responsibility (excluding any Taxes based on Roster Athletics’ net income). You will promptly reimburse Roster Athletics for any such amounts that Roster Athletics pays on your behalf.
4. Confidential Information.
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 “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to 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 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’ 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.
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.
From time-to-time you or your Authorized Users may provide Roster Athletics with suggestions, comments and feedback with regard to the Platform (collectively, “Feedback”). 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’ business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Platform.
(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).
9. Representations and Warranties.
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.
(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’s infringement of such third-party’s intellectual property rights.
(b) Exclusions. Roster Athletics’ 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’s intellectual property rights, Roster Athletics may, at its sole option and expense: (i) procure the right for you to continue using the Platform (or 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 “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) 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 (provided 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.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED ON AN “AS IS” 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, AND 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.
12. LIMITATIONS OF LIABILITY.
(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’ 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.
13. Term and Termination.
(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.
(a) You hereby grant Roster Athletics a limited, non-exclusive, royalty-free license to use and display your name, designated trademarks and associated logos (“Your Marks”) during the Term in connection with (i) the hosting, operation and maintenance of the Platform; and (ii) Roster Athletics’ 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’ 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.
(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 firstname.lastname@example.org. 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 invalid, 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 Section 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.
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.