Terms of Service

Welcome to www.sidelinesports.com. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Sideline Services”).

The Sideline Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at www.sidelinesports.com/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Sideline Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SIDELINE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE SIDELINE SERVICES.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Sideline Services to anyone who violates these Terms.

If you register for a free trial of the Sideline Services, the applicable provisions of these Terms will govern that free trial.

The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. Definitions

Account

the primary means for accessing and using the Sideline Services, subject to payment of a Fee designated in the selected License;

Activity

Practices, games, game events, workouts, tests, events, drills, exercises, game events, golf rounds and other achievements and doings that can be associated with  a person or a team;

Template

Workout programs, practice programs, descriptions about how to measure drills, tests, exercises and other metadata and reference data to help define other data (including activities).

Authorization

the set of rights and privileges on the assigned to a User by another User;

User

a natural or legal person who has accepted these Terms with the Supplier;

User Data

Files, videos, audio, images, and any other digital data and information, which is subjected to the Sideline Services or otherwise inserted to the System by the User (including the specific Users, templates and activities associated with a user);

Content

any data and information available through Sideline Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;

Fee

regular payment for using the activated Account;

Free Trial

temporary access for the purposes of trying out the Platform in accordance with any selected license without paying a fee;

Guidelines

additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Sideline Services;

Sideline [Sports]

Sideline Sports á Íslandi ehf, a private limited company established under the laws of the Republic of Iceland, having its principal place of business at Borgartúni 29, 105 Reykjavík, Iceland;

Sideline Materials

the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Sideline Services;

Sideline Services

the Desktop Programs (Sideline XPS Network, Sideline Organizer Network), Web Site (sidelinesports.com and xpsnetwork.com), System, Content, Platform and all content, services and/or products available on or through the Platform;

License

various criteria related to the use and functionality of the Sideline  Services and on which the Fee is based;

Platform

the Sideline Sports applications;

Special Terms

any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;

Supplier

Sideline

System

the integrated computing solution for providing the Sideline Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;

User

a natural person granted with the Authorization to use the Account;

Web Site

the compilation of all web documents (including images, php and html files) made available via www.sidelinesports.com  and xpsnetwork.com or their sub domains or domains with identical names under other top domains and owned by Supplier.

2. Authority to Enter into These Terms with Supplier

The use of the Sideline Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 16 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted electronically.

You may not, without Supplier's prior written consent, access the Sideline Services (i) for production purposes, (ii) if you are a competitor of Sideline, (iii) to monitor the availability, performance or functionality of the Sideline Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Sideline Services. Please check these Terms periodically for changes. Your continued use of the Sideline Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Sideline Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Sideline Services. Supplier will (a) make the Sideline Services, Content and User Data available to a User pursuant to these Terms, (b) provide applicable standard support for the Sideline Services to User at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Sideline Services available 24 hours a day, 7 days a week, except for: (i) planned downtime , and (ii) any unavailability caused by circumstances beyond Supplier's reasonable control, including, for example, hardware failure, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of User Data. Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of User Data by Supplier personnel except (a) to provide the Sideline Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a User expressly permit.

The Services may be performed using equipment or facilities located in the European Union or the United States. The Supplier's US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Sideline customers when using the Sideline Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, the User grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Sideline Services. The Supplier will inform the User of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in section 3 of these Terms.

List of processors:

Amazon Web Services (Privacy Shield certified)

Hosting services.

File storage and backup services in Ireland and Germany for European residents.

File storage and backup services in the US, Brazil, Tokyo, Singapore, Australia, and Canada.

Rackspace (Privacy Shield certified)

Hosting services.

ActiveCampaign (Privacy Shield certified)

Service provider for storing and processing customer contact information for support and marketing purposes.

Pipedrive

Service provider for storing and processing customer contact information for support and marketing purposes.

Zoho Corporation (Privacy Shield certified)

Service provider for storing and processing customer contact information for invoicing purposes.

5. Using the Sideline Services

5.1 Establishing an Account. Certain features, functions, parts or elements of the Sideline Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

  1. complete the sign-up form on the Web Site or get an account created by another user; and
  2. accept these Terms by reading them and clicking a button

Each User may have only one Account for an athlete and one account for a trainer. If several persons need to use an Account on behalf of User, User must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If User has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of User when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person's credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Sideline Services.

A User may be associated with multiple other Users and Accounts.The User associated with an Account must provide Supplier with true, accurate, current, and complete information about the User  or Account and keep it up to date.

5.2 Logging Into an Account. Supplier shall provide User with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If User has designated several Users, each User will be provided with separate Login Credentials. A User is responsible for keeping confidential all login credentials associated with an Account. User must promptly notify Supplier of any disclosure, loss or unauthorized use of any Login Credentials;

5.3 Termination of Account. User may terminate these Terms at any time as provided in Section 17. Supplier shall at the request of the user permanently delete the Account within six months of the effective date of the request.

5.4 Fees.  The use of an Account is subject to a Fee. Different rates apply to different Licenses. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the User did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, User elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law,  unless stated otherwise User is solely responsible for the payment of such taxes, levies or duties.

5.6 Free Trial.  A new User may be entitled to a Free Trial. The User is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the User is required to select a suitable Licensing plan and pay the first Fee. If the User  does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Supplier has the right to permanently delete the Account, including all User Data therein.

In addition to the current collection of Licenses, Supplier may offer special discounts and motivation schemes (for example finder's fees, etc.).

6. Payment

The following provisions are applicable only if you purchase access to the Sideline Services directly from Supplier.  If you purchase access to the Sideline Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Credit Card Authorization. Supplier may seek pre-authorization of User's credit card account prior to your purchase of Sideline Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such credit card account. You agree to provide Supplier updated information regarding your credit card account upon Supplier's request and any time the information earlier provided is no longer valid.

6.2 Other methods of paying. . For other methods of payment, please contact sales@sidelinesports.com

7. User data

7.1 Uploading User Data to Platform. If the User uploads User Data to the Platform, such User Data and any processing of such User Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the User Data belong to the User  or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Sideline Services by Supplier. By uploading User Data to the Platform, User authorizes Supplier to process the User Data. The User  is responsible for ensuring that:

  1. the User and any of the Users associated with the Account do not create, transmit, display or make otherwise available any User Data that violates the terms of these Terms, the rights of Supplier, other Users , persons or o rganizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy,hateful or otherwise unlawful; and
  2. the User and all of the Users associated with the Account have the necessary rights to use the User Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy. Supplier does not guarantee any accuracy with respect to any information contained in any User Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Sideline Services. You understand that all information contained in User Data is the sole responsibility of the person from whom such User Data originated. This means that User , and not Supplier, is entirely responsible for all User Data that is uploaded, posted, transmitted, or otherwise made available through the Sideline Services, as well as for any actions taken by the Suppliers or other Users as a result of such User Data.

7.3 Unlawful User Data. Supplier is not obliged to pre-screen, monitor or filter any User Data or acts of its processing by the User in order to discover any unlawful nature therein. However, if such unlawful User Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain User Data is unlawful, Supplier has the right to:

  1. notify the User of such unlawful User Data;
  2. deny its publication on the Web Site or its insertion to the System;
  3. demand that the User bring the unlawful User Data into compliance with these Terms and applicable law;
  4. temporarily or permanently remove the unlawful User Data from the Web Site or Account, restrict access to it or delete it.

If Supplier is presented convincing evidence that the User Data is not unlawful, Supplier may, at its sole discretion, restore such User Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion User Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such User Data at any time with or without notice.

Sideline as the data processor will assist the User as the data controller in meeting the User 's obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

7.4 Compelled Disclosure. Supplier may disclose a User 's confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide User with prior notice of the compelled disclosure (to the extent legally permitted) and User shall provide reasonable assistance, at its cost, if User wishes to contest the disclosure. If Supplier is compelled by law to disclose User 's confidential information as part of a civil proceeding to which Supplier is a party, and User is not contesting the disclosure, User will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the Sideline Services. Subject to these Terms, and the payment of the applicable service Fee, Supplier grants User and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Sideline Services to:

  1. collect, store and organize User Data, such as add new Activities and Templates, generate reports based on User Data;
  2. modify and delete User Data;
  3. receive reasonable help and guidance from Supplier regarding the use of the Sideline Services.

8.2 Technical Support.  Supplier shall provide reasonable technical support to User at the reasonable request of the User. Supplier shall respond to enquiries of support from a User utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are: e-mail support@sidelinesports.com

Notwithstanding the foregoing, if you purchased access to the Sideline Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.

8.3 Modifications to Service. Supplier reserves the right to modify the Sideline Services or any part or element thereof from time to time without prior notice, including, without limitation:

  1. rebranding the Sideline Services at its sole discretion;
  2. ceasing providing or discontinuing the development any particular Sideline Service or part or element of the Platform temporarily or permanently;
  3. taking such action as is necessary to preserve Supplier's rights upon any use of the Sideline Services that may be reasonably interpreted as violation of Supplier's intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, User may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Sideline Services, will become effective thirty (30) days before the effective date of such modification.

If the User does not accept the modification, the User shall notify Supplier or Reseller (if User purchased access to the Sideline Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The User's continued use of the Sideline Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the User or to any third person for any modification, suspension or discontinuance of the Sideline Services, or any part or element thereof.

9. Data Processing Contract

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the User as the data controller and the Supplier as the data processor. The User hereby instructs the Supplier to process the data as described in these Terms.

9.1 Subject matter and nature of processing.  The Supplier provides the Platform where the User , as the data controller, can collect, store and organize the personal data of data subjects determined by the User. The Platform has been designed to work as a sport organizing and analyzing  tool but, to the extent not regulated by these Terms, the User decides how they use the Platform.

9.2 Duration.  The Supplier will process data on behalf of the User until the termination of the Sideline Services in accordance with these Terms. Upon termination, Sideline will store the User's data for a minimum period of six months, should the User wish to reopen the Account to resume the use of the Sideline Services or to export User Data, unless instructed otherwise by the User.

9.3 Parties' rights and obligations.  The User's rights and obligations regarding User Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Supplier takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the User as the data controller.

10. Restrictions

10.1 Prohibited Activities. User may use the Sideline Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, the User is not allowed to:

  1. use the Sideline Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
  2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Sideline Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
  3. use the Sideline Services or any part or element thereof unless it has agreed to these Terms.

10.2 Certain Uses Require Supplier Consent. The User or any User may not, without Supplier's prior express written consent (e-mail, fax, Skype, etc.):

  1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Sideline Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
  2. use the Sideline  Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
  3. use the Sideline Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;

11. Privacy

Supplier takes the privacy of its Users very seriously. Supplier's Privacy Policy at www.sidelinesports.com/privacy-policy  is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier's collection, use, and disclosure of User's personal information.

12. Intellectual Property Rights

12.1 Sideline's Intellectual Property Rights in the Sideline Services. The Sideline Services, Sideline Materials, Sideline trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Sideline Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Sideline Services, Sideline Materials, Sideline trade names and trademarks, and any parts or elements. Your use of the Sideline Services and Sideline Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Sideline Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Sideline Services, Sideline Materials and Sideline trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Sideline. Subject to these Terms and the payment of the applicable service Fee, Supplier grants User and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Sideline Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Sideline Services or as otherwise permitted by applicable law.

12.3 Sideline Data.

  1. Supplier may use User Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display User Data without User's written consent. Supplier respects your right to exclusive ownership of your User Data. Unless specifically permitted by you, your use of the Sideline Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the User Data created by you or stored in your Account for Supplier's commercial, marketing or any similar purpose. User expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Sideline Services by User for the purposes of optimizing, improving or enhancing the way the Sideline Services operate, and to create new features and functionality in connection with the Sideline Services in the sole discretion of Supplier.
  2. User is solely responsible for its own User Data and the consequences of posting or publishing them on or through the Sideline Service. In connection with User Data, User affirms, represents, and warrants that: (i) User either owns its User Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the User Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your User Data in a manner consistent with the intended features of the Sideline Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) User Data, Supplier's or any Sideline Licensee's use of such User Data pursuant to these Terms, and Supplier's or any Sideline Licensee's exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Sideline Services User has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless User and Supplier otherwise agree.

12.4 Feedback. If User provides Suppliers with any comments, bug reports, feedback, or modifications for the Sideline Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Sideline Services. User (as applicable) hereby grants Supplier a perpetual, irrevocable, non-exclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

13. Third-Party Sites, Products and Services

The Sideline Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Users. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Sideline. By using any community marked data or content, you acknowledge and agree that Sideline is not in any way responsible for the performance or damages caused by such community provided data or content.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE SIDELINE SERVICES, SIDELINE MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SIDELINE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE SIDELINE SERVICES AND ANY CONTENT, USER DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SIDELINE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SIDELINE SERVICES AND ANY CONTENT, USER DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SIDELINE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SIDELINE SERVICES, SIDELINE MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Sideline Services, Sideline Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

16. Limitation of Liability

16.1 No Liability. : Supplier shall not be liable to the User for any consequences resulting from:

  1. any modifications in these Terms, calculation and rates of Fees, the Sideline Services, Sideline Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Sideline Services or Sideline Material;
  2. deletion of, corruption of, or failure to store any User Data;
  3. use of User Data by the User or any of the Users associated with the Account;
  4. upgrading or downgrading the current License;
  5. any disclosure, loss or unauthorized use of the login credentials of User or any authorized User due to User's failure to keep them confidential;
  6. the User's use of the Account or the Sideline Services by means of browsers other than those accepted or supported by the Supplier;
  7. the application of any remedies against the User or authorized Users by the Supplier, for example if the User has committed a crime or conducted a breach of applicable law by using the Sideline Services or any part or element thereof;
  8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Sideline Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
  9. the Supplier's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the User for any claim by any User, person, Organization or third persons against the User arising out of the User's failure to:

  1. provide Supplier with accurate information about the User, Authorized Users or Account;
  2. notify Supplier of any reasons due to which another User does not have the right to use the Account on behalf of the User;
  3. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier's negligence, breach if these Terms or otherwise);
  4. ensure the lawfulness of the User Data;
  5. obtain the necessary rights to use the User Data; or
  6. abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SIDELINE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY USER HEREUNDER FOR THE SIDELINE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT USER'S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

17.1 For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

  1. by the User any time by contacting Sideline;
  2. by Supplier upon decision to end provision of the Sideline Services and close the Platform; or
  3. immediately by either party, if proceedings are initiated for the other party's liquidation or insolvency or a negotiated settlement with the other party's creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

  1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
  2. immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.

17.3 Effect of Termination. Upon termination of these Terms,

  1. Supplier shall deactivate the Account. If the User has specifically requested for a deletion of the Account, Supplier shall fulfill such request within 6 weeks of its receipt of such request.
  2. User  must:
  1. stop using and prevent the further usage of the Sideline Services, including, without limitation, the Platform;
  2. pay any amounts owed to Supplier under these Terms; and
  3. discharge any liability incurred by the User before under these Terms prior to their termination; and
  1. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

17.4 Remedies.

If Supplier terminates these Terms as a result of an uncured breach by a User, Supplier is entitled to use the same or similar remedies against any other persons who use the Sideline Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the User may lose Access or suffer a loss of certain features, functions, parts or elements of the Sideline Services.

If Supplier has reasonable grounds to believe that the User's use of the Sideline Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

18. Who You Are Contracting With

18.1 General.  The Supplier with whom User is contracting is Sideline Sports.

e-mail: info@sidelinesports.com

postal address:

Borgartún 29

105 Reykjavík

ICELAND

18.2 Governing Law and Jurisdiction. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

Client's domicile:

Governing law; Dispute Resolution::

Courts having exclusive jurisdiction:

All areas

These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Republic of Iceland.

Héraðsdómur Reykjavíkur

If  any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the Sideline Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and the Suppliers agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party's right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

19. General Provisions

19.1 Relationship of the Parties. Unless otherwise specified, the parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the User and either Supplier, and the User shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

19.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

19.3 Entire Agreement.  These Terms are the entire agreement between User and Supplier regarding User's use of the Sideline Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

19.4 Assignment. User may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the User, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the User, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the User, or its permitted successive assignees or transferees.

19.5 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

19.6 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: May 9, 2018

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