This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.
1. SERVICES. Active will provide SaaS and/or Services to enable Client to, among other things, create website(s), provide calendar syncing and event reminder services, and to send text and email messaging services to its customers, members, event participants, spectators and others (collectively, “End Users”) related to Client events, camps, classes, clubs, leagues, seasons, memberships and prospective memberships, and/or activities (together, “Events”). Client agrees to cooperate with Active and to provide Active with certain information relating to Client’s organization as necessary for Active to provide the Services and/or SaaS. SaaS provided hereunder are deemed delivered when access is made available to Client.
2. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION.
2.1. Active hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term of this Product Attachment to access and to use the SaaS and/or Services solely for its intended use and in accordance with the Schedule, the Agreement, and applicable laws and regulations. As further set forth in Section 4.2, Client hereby grants to Active a limited license to use information provided by Client relating to Client’s organization and Events, which may include content regarding the Events, Client’s organization’s name, trademarks, service marks, and logo (collectively, the “Marks”), in connection with the promotion of Client’s organization or Events and the SaaS and/or Services that Active provides.
2.2. Client shall not use the SaaS, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Client agrees that Client will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the SaaS or Services other than for use in creating a website ("Client Website") in accordance with this Agreement. This means, among other activities, that Client agrees not to engage in the practices of "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information. Client agrees that Client will not use the SaaS in any manner that could damage, disable, overburden, or impair the SaaS or interfere with any other party's use and enjoyment of the SaaS. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the SaaS.
3. SECURITY AND INFORMATION COLLECTION.
3.1. If Client chooses to participate and build a Client Website, Client agrees to provide true, accurate, and complete information and to refrain from impersonating or falsely representing Client's affiliation with any person or entity. Client shall be responsible for maintaining the confidentiality of Client’s account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Client shall be responsible for all actions by such users, including without limitation, former employees and former partners, and shall indemnify Active for such actions. Any information supplied by Client upon registering for the SaaS and/or Service and any other information about Client and/or Client's organization (collectively, "Client Data") is subject to Active's Privacy Policy.
3.2. Active collects certain information from End Users, individuals, and/or Licensees as part of the SaaS offered for Events (collectively, “Participant Information”). Client may login to Active’s data management system to access the Participant Information. Client is responsible for the security of its login information and for the use or misuse of such information. Client will immediately disable a user’s access who is using the SaaS on its behalf or notify Active in writing if any such user is no longer authorized or is using such information without Client’s consent. Active may rely, without independent verification, on such notice, and Client, inclusive of Client’s parent, subsidiaries, affiliated entities, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives, to the extent not prohibited by law, covenant not to sue and agree to defend, indemnify, and hold harmless Active from any claims arising from Active providing, denying, suspending, or modifying access to or use of the SaaS and Services of any individual as directed by Client or by someone who Active reasonably, under the circumstances, believes is authorized to act on behalf of Client. In the event of any dispute between two or more parties as to account ownership, Client agrees that Active will be the sole arbiter of such dispute in its sole discretion and that Active’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties. Client agrees not to use the SaaS to collect or elicit (a) any special categories of data (as defined in the General Data Protection Regulation, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade-union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by Active, and in such event, only in pre-defined fields within the SaaS that are intended for that purpose; or (b) credit card information other than in pre-defined fields within the SaaS that are intended for that purpose.
3.3. Both parties agree to use the collected information in compliance with (a) all applicable laws, rules and regulations, including, without limitation, those governing privacy and personal information (e.g., by including an appropriate CAN-SPAM Act and Canadian Anti-Spam Legislation opt out mechanism in email communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card network rules and Payment Card Industry Data Security Standards; and (c) Active’s privacy policy, as published on its website or otherwise provided by Active from time to time.
3.4. To the extent that Client requests that Active provide (a) Client with access to Participant Information relating to End Users or (b) another third party, such as an affiliated entity, event timer, email marketer, donation service provider, etc., with access to Participant Information and/or administrative access to Client’s account, Client represents and warrants that (i) it has and will continue to hold all necessary licenses, permits, consents, permissions, and agreements necessary for Active to provide such access; (ii) Active’s provision of such access in compliance with this Product Attachment does not and will not violate any applicable laws, rules, or regulations; (iii) it will get affirmative written consent from each such End User to provide Active with the rights to provide such access; (iv) it will use the Participant Information in compliance with this Section 3 as if the Participant Information was provided by the applicable End User or individual directly to Client; (v) it will contractually require any such third party to comply with terms no less strict than those set forth in this Section 3; and (vi) it will be responsible and liable for the compliance of such third party with the terms and conditions of the Agreement.
4. CONTENT.
4.1. Client agrees that all material, including without limitation, information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the SaaS or Services or otherwise made available by Active in connection with the SaaS or Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Active may own the Site Content or portions of the Site Content may be made available to Active through arrangements with third parties. Except as expressly authorized by Active in writing or in connection with your use of the intended functionality of the SaaS, Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content or post any Site Content on any other website or in a networked computer environment for any purpose whatsoever. However, Client may print or download a reasonable number of copies of the Site Content for its own informational purposes, provided that it retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Active. Client shall only use the Site Content for purposes that are permitted by this Agreement and as permitted by all applicable laws and regulations.
4.2. Client acknowledges and agrees that if it contributes, provides or makes available any content to the Sites (“Client Content”) it hereby grants to Active a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Client Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. Client represents and warrants that it has all the rights, power and authority necessary to grant the foregoing license, and that all Client Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party and (b) complies with all applicable laws and regulations. Active reserves the right to remove, in its sole and exclusive discretion, any Client Content from the Sites at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Client Content).
4.3. Client acknowledges that it is solely liable for all Client Content in whatever form, which it provides or otherwise makes available to or through the SaaS and/or Services, including to End Users and other users of the SaaS. Client agrees not to use the SaaS: (a) upload, post, email, transmit or otherwise make available any Client Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) facilitate gambling, gaming, lotteries, raffles, contents, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes which shall be conducted in a manner that complies with all applicable and governing laws and regulations; (d) impersonate any person or entity, including, but not limited to, an Active representative or falsely state or otherwise misrepresent your affiliation with any person or entity; (e) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the services in a manner not permitted under this Agreement; (g) interfere with or disrupt the SaaS or servers or networks connected to the SaaS and/or Service, or disobey any requirements, procedures, policies or regulations of networks connected to the SaaS and/or Services; or (h) intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.).
4.4. For Client's convenience, the SaaS or Service may contain products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their websites ("Third Party Content"). Third Party Content is not under the control of Active and Active is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Active is under no obligation, but does reserve the right to pre-screen Third Party Content available on the SaaS or Service and does not assume any responsibility or liability for the content provided by others. Active is providing such Third Party Content to Client only as a convenience, and the inclusion of such content does not imply endorsement by Active of such content or the affiliate or advertiser. Client may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. Active does reserve the right to remove content that, in Active's judgment, does not meet its standards, but Active is not responsible for any failure or delay in removing such material.
4.5. Active may provide Client with the right to use a sub-domain within the Site. All such sub-domains are the sole property of Active. In the event Active provides Client with a sub-domain, Client’s right to use such sub-domain may be terminated by Active at its sole and exclusive discretion and at any time (with or without notice) for any reason or no reason.
5. FEES.
5.1. All fees described on the TeamPages.com website are in consideration of the SaaS and Services that Active provides.
5.2. To the extent a credit card is maintained on file by Active, Client hereby authorizes Active to charge Client’s credit card for these charges, to obtain updated account information directly from the credit card company and/or financial institution for facilitating any such authorized charges, as may be applicable, and to retain information about the payment method associated with the account. Client acknowledges that it is Client's responsibility to provide accurate billing and payment information and keep this information up-to-date. If Active does not receive payment from the designated payment method, Client agrees to pay all amounts due upon demand by Active. All fees shall be paid in U.S. dollars.
5.3. Every time Client uses the SaaS and/or Service, Client reaffirms that (a) Active is authorized to charge the designated payment method; (b) Active may submit charges incurred under the account for payment; and (c) Client will be responsible for such charges, even if Client’s membership is canceled or terminated.
6. TERM AND TERMINATION.
6.1. Unless otherwise set forth on the TeamPages.com website or in the applicable Schedule, this Product Attachment will commence on the Effective Date and will continue in effect until the earlier to occur of (i) its termination in accordance with the terms and conditions below and (ii) the first anniversary of the Effective Date (the “Initial Term”). This Product Attachment shall renew automatically following the Initial Term for subsequent renewal terms thereafter of one (1) year (the “Renewal Term(s)”, and, together with the Initial Term, the “Term”) unless either Party delivers written notice to the other Party at least six (6) months prior to the expiration of the then-current Term of its intent to terminate this Product Attachment upon the completion of the Initial Term or any Renewal Term
6.2. Active, in its sole discretion, may terminate Client’s password, accounts (or any part thereof), and/or Client’s right to use the SaaS and Services, and remove and discard any and all of the Client Content within the SaaS, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Active, or if Active believes Client has violated or acted inconsistently with the letter or sprit of this Agreement. Client agrees that any termination of its use of the SaaS and Services may be effected without prior notice, and acknowledges and agrees that Active may immediately deactivate or delete Client’s account and all related content and files related to Client’s account and/or bar any further access to such files, SaaS, or Services. Further, Client agrees that Active shall not be liable to Client or any third party for any termination of use of or access to the SaaS and/or Services. All provisions of this Agreement that by their nature should survive termination of Client’s right to use the SaaS and/or Services shall survive (including, without limitation, all limitations of liability, releases, indemnification obligations, disclaimers of warranties and intellectual property protections and licenses).
7. TRIAL PERIOD.
7.1. To the extent Client signs up for a free trial, the right to use the SaaS and/or Services shall extend for the duration of the trial period subject to all applicable terms and conditions contained herein. During the trial period, Active will make the SaaS and/or Services available free of charge until the earlier of (a) the end of the trial period, or (b) the start date of any purchased SaaS and/or Services ordered by Client, or (c) termination by Active in its sole discretion. Unless Client informs Active in writing of its intent to discontinue its use of the SaaS and Services prior to the end of the trial period, then at the end of the such period, Client will automatically migrate to the Term set forth in Section 6.1. The free trial is only available to first time users of the SaaS.
7.2. At the end of the trial period, Active may automatically start to charge Client for the SaaS and Services on the first day following the end of the trial period. By providing payment details in conjunction with the trial, Client agrees to this charge using such payment details.
