In this Agreement, “OpenSports” and “we” mean OpenSports Inc., and “you” and “your” means any party using the Service (a “User”), including an Organization (as defined below). This Agreement incorporates OpenSports’ standard policies, procedures, and terms and conditions for use of the Service that are referenced by name or by links in this Agreement (collectively, the “OpenSports Policies”).
By accessing or using the Service or clicking “accept” or “agree” to this Agreement, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (2) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Service or that you have complied with the requirements of Section 2 below.
The Service is designed with the purpose of connecting Users seeking to participate in leisure, cultural, recreational, sporting or similar activities, potentially including recurring leagues, tournaments, once-off events, free or paid pick-up games, lessons, recreational facilities bookings and reservations, memberships, and similar events (collectively “Events”) with Event organizers, such as sports and recreation organizations and associations, team captains, coaches, instructors, sports and recreation facilities (collectively “Organizations”) and enabling those Users and Organizations to participate in and host Events on terms mutually agreeable between them. To facilitate the foregoing, the Service may enable:
(i) Organizations to display and promote Events to Users or a subset of Users as chosen by the Organizations;
(ii) Users to communicate among themselves and with Organizations, and to have Organizations communicate with them;
(iii) Users to view and evaluate Events and to register for, reserve, or otherwise communicate to the Organizations their desire to participate in Events;
(iv) Organizations to confirm the registration or reservation of a User for an Event;
(v) Users to pay registration, reservation, or participation fees for an Event to Organizations and for Organizations to receive payment from Users for the same;
(vi) Users to communicate with Organizations and Organizations to communicate with Users, including for Users who have registered, reserved or who are participating in an Event or who may be interested in participating in a given Event
(vii) Allow Users to create an Account, as defined below and subject to the conditions below
(viii) Allow Organizations to manage the memberships of Users, including registrations, renewals, and dues collection; and
(ix) such other functionalities as OpenSports may implement in its sole discretion from time to time.
Notwithstanding any of the foregoing, OpenSports reserves the right, in its sole discretion, to modify the Service from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of the OpenSports Site, OpenSports App and Organization Content. OpenSports shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Service. Continued use of the Service following any such changes shall indicate your acknowledgment and agreement with such changes and satisfaction with the Service.
OpenSports does not undertake to participate in any interaction between Users and Organizations, however it shall endeavor to facilitate the proper use and functioning of the Service, including by taking part in information sharing and to collect payments on the behalf of Organizations, where applicable.
If you are under the age of majority in your jurisdiction, but at least 13 years of age, you must present this Agreement to your parent or legal guardian to review this Agreement and to enter into it on your behalf. OpenSports reserves the right to discontinue your use of the App and the Service if it determines that the foregoing age requirements have not been respected or it determines that Users under the age of majority have not sought parental consent to use the Service. To the extent that any parent or guardian of a User under the age of majority has agreed to the terms hereof on behalf of that User, the parent or guardian is deemed to be the User for the purposes of this Agreement and is jointly and severally liable for the obligations of the User under the age of majority contained herein.
By accessing and using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. Using the Service may be prohibited or restricted in certain countries. You are responsible for complying with the laws and regulations of the territory from which you access or use the Service.
To enable the provision of the Service, OpenSports may allow you to create a profile with saved, unique credentials (an “Account”) to personalize your use of the Services.
In connection with your Account, you agree to:
(i) provide your email address or mobile phone number and a corresponding password to enable OpenSports to validate your credentials to sign into your Account;
(ii) provide true, accurate, current, and complete data about yourself in your OpenSports profile (“Profile Data”). You also agree to promptly update your Profile Data to keep it true, accurate, current, and complete;
(iii) not create more than one Account;
(iv) maintain the confidentiality of the login information and password you designate for your Account;
(v) use your Account solely in accordance with the Section 10;
(vi) you are solely responsible for all activities that occur on your Account; and
(vii) immediately notify OpenSports of any disclosure or unauthorized use of your username or password or any other breach of security at email@example.com.
You may also be able to create an Account and login to your Account through online accounts you may have with third party services such as WhatsApp, Facebook, Twitter or LinkedIn (each such account, an "SNS Account") by either providing your SNS Account login information through the OpenSports Service or allowing OpenSports to access your SNS Account. By granting OpenSports access to any SNS Accounts, you understand that OpenSports may access, make available to other Users, store and use in accordance with this Agreement any content that you have provided to your SNS Account (the “SNS Content”). Depending on the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through the Service and you agree that OpenSports may use such personally identifiable information to seek out other publicly available information about a User (including, for example, results in sporting competitions) and store, index and use such information for the purpose of customizing the delivery of the Service to you.
For those Users who wish to create, plan, host, or enable Events, OpenSports may provide enhanced access to the Services to create an Admin Account, further elaborated on in Section 11 below. Users who wish to be Organizations agree that the creation of an Admin Account will be: (i) done at the sole discretion of OpenSports, and (ii) will be subject to further verification and validation by OpenSports.
If you provide an email address, mobile phone number, or another electronic means of communication, you hereby expressly consent to receive electronic communications from OpenSports regarding the Service or from Organizations. The communication methods for the Service include, but are not limited to: SMS, web-based browser technology, mobile device push-notifications. In order to use the SMS-based Service, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access the Service.
The Service enables Organizations to collect fees from Users for Events (a “Transaction”). While the Service is provided free of charge to the non-Organization Users, OpenSports may charge a fee to Organizations (“Organization Fees”).
In connection with a Transaction, Users agree and acknowledge:
(i) participation in an Event may only be possible in return for payment of the applicable fee as determined by an Organization (“Event Fees”);
(ii) By booking an Event, User accepts and agrees to the Organization’s terms and conditions of the Event, including fees and prices as well as any third-party rules applicable to the Event, including those set by a facility or local government authority;
(iii) the Transaction shall be performed in accordance with the instructions of the applicable Organization;
(iv) any complaints, claims, disputes, or other disagreements about the Event must be directed at the Organization as OpenSports does not guarantee any aspect of, nor provide any warranties for any aspect of an Event;
(v) OpenSports shall not provide any reimbursements nor recourse for an Event or Transaction and is not liable for any complaints, claims, disputes, or other disagreements alleged by the User; and
(vi) OpenSports is not a party to the Transaction.
In connection with a Transaction, Organizations agree and acknowledge:
(i) The Event Fee is determined solely by the Organization;
(ii) OpenSports shall charge the Organization Fee in accordance with the OpenSports Fee Schedule and shall be deducted from the Event Fee;
(iii) OpenSports may collect Organization Fees directly from a third-party payment processor (“Payment Processor”), such as Stripe, and the balance of the Event Fee will be paid to the Organization by the Payment Processor;
(iv) Alternatively, OpenSports may collect the entire Event Fee from Users using a Payment Processor, deduct the Organization Fees, and pay the balance of the Event Fee to the Organization in accordance with OpenSports accounts payable policies then in force;
(v) Further in the Alternative, the Organization may collect the entire Event Fee and thereafter, upon the issuance of an invoice therefor by OpenSports by email to the Organization, Organization agrees to pay the Organization Fees within 30 days of the invoice date;
(vi) The Organization must comply with any agreement entered into between the Payment Processor and the Organization;
(vii) the Organization must provide OpenSports accurate and complete information about Organization and its business, organization or association
(viii) the Organization agrees to, and acknowledges that it is solely responsible for, the collection and the remitting of all sales, value-add, excise, and other taxes applicable to or assessable on a Transaction and applicable in its jurisdiction and the Organization further agrees to indemnify and hold harmless OpenSports against any claims, levies, charges, or similar fees assessed against OpenSports by an applicable authority owing to the collection of sales, value-add, excise, and other taxes applicable to or assessable on a Transaction initiated by that Organization; and
(ix) the Organization hereby authorizes OpenSports to share such corporate information and transaction information related to Organization’s use of the payment processing with the Payment Processor.
This Agreement will remain in full force and effect while you use the Service and/or have an OpenSports Account. You may terminate and disable/deactivate your Account at any time, for any reason, by following the instructions in “Settings” in the Service. OpenSports may terminate or suspend your Account at any time without notice in its sole discretion, which need not be reasonable nor communicated to the User, including if OpenSports believes that you have breached this Agreement.
You agree that OpenSports shall not be liable to you for any termination of this Agreement or for any effects of any termination of this Agreement. You understand that any termination of your Account may involve deletion of any content stored in your Account for which OpenSports will have no liability whatsoever. After your Account is terminated for any reason, all terms of this Agreement, including, in particular, OpenSports’ rights in your User Content granted by you in Section 9 below, survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
The termination of this Agreement will not affect any of the Organization’s payment obligations pursuant to Section 6 that came into existence prior to the termination of this Agreement.
(a) Service. Subject to the terms and conditions of this Agreement, OpenSports grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with the terms of this Agreement.
(b) OpenSports Content. The features, information, and materials provided and depicted through the Service are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Service (collectively, the “OpenSports Content”) are provided to User by OpenSports or its partners or licensors (including other Users and Organizations) solely to support User’s permitted use of the Service. The OpenSports Content may be modified from time to time by OpenSports in its sole discretion.
(c) Reservation of Rights. Except as expressly set forth herein, no license is granted to User for any other purpose, and any other use of the Service or the OpenSports Content by User shall constitute a material breach of this Agreement. OpenSports and its partners or licensors retain all rights in the Service and OpenSports Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights.
(a) The Service may permit Users to submit posts, reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties (“User Content”). Once submitted, all right, title, and interest in the User Content vests in OpenSports.
(b) Any such User Content must not be illegal, threatening, abusive, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content.
(c) When using the Service, you may be exposed to User Content that is inaccurate, incomplete or unsuitable. Please notify OpenSports of any illegal or inappropriate User Content and OpenSports will take appropriate action. OpenSports will use reasonable efforts to remove any offending comments and take such action against the offender as determined by OpenSports. The foregoing represents OpenSports sole obligation with respect to User Content that is inaccurate, incomplete or unsuitable.
(d) OpenSports may establish procedures and practices relating to the use of and participation in the OpenSports Site. Such procedures and practices may include limitations on the number of entries and the size of files that may be submitted, limitations on the number and type of User Content submitted at any given time and the number of days content will be saved before deletion. OpenSports will not be responsible for any Content deleted by OpenSports or otherwise, or for your inability to submit any User Content.
(e) OpenSports reserves the right (but has no obligation) to monitor, remove, or edit User Content in OpenSports’ sole discretion, including if User Content violates this Agreement (including any OpenSports Policies), but you acknowledge that OpenSports may not regularly review submitted User Content. If you do submit User Content, and unless we indicate otherwise, you hereby grant to OpenSports a non-exclusive, perpetual, royalty-free, irrevocable, transferable and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such User Content throughout the world in any media. User agrees that any User Content submitted, placed or posted by User on the Service may be viewed by other Users and may be viewed by any person visiting the OpenSports Site, using the OpenSports App or participating in the Service.
(f) You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by OpenSports and its other Users, partners, and licensees will not violate this Agreement, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity).
(g) OpenSports will not be responsible for the User Content or accuracy of any information posted by Users or Organizations and shall not be responsible for any acts taken or decisions made based on such information.
(h) Your use of the Service, including all User Content you post through the Service, must comply with all applicable laws and regulations. You agree that OpenSports may access, preserve and disclose your Account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any User Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Service in the future; or (v) protect the rights, property or personal safety of OpenSports or any other person.
The Service and OpenSports Content are offered solely for the purposes described in this Agreement. Any and all other uses are prohibited. OpenSports expressly reserves all its rights and remedies under applicable laws. OpenSports reserves the right to investigate, suspend and/or terminate a User account if such User has misused the Service or behaved in a way that OpenSports regards as inappropriate or unlawful.
The following is a partial list of the type of actions that Users may not engage in with respect to the Service. Users shall not:
(a) impersonate any person or entity;
(b) “stalk” or otherwise harass or track any person.
(c) express or imply that any statements you make are endorsed by OpenSports without our specific prior written consent.
(d) access the Service in a jurisdiction in which it is illegal or unauthorized;
(e) collect usernames, phone numbers and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Service; or
(f) email or otherwise transmit any material 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.
Further, you agree not to (and not to allow any third party to): (1) use any deep-link, robot, spider, scraper, or other automatic or manual device, process, or means to access, copy, search, or monitor any portion of the Service or OpenSports Content, except as expressly authorized by OpenSports; (2) interfere with or disrupt the Service or the servers or networks connected to the Service or take any action that imposes or may impose (in OpenSports’ sole determination) an unreasonable or a disproportionately large load on the Service or OpenSports’ infrastructure; (3) utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Service; (4) rent, lease, copy, provide access to or sublicense any portion of the Service or OpenSports Content to a third party; (5) use any portion of the Service or OpenSports Content to provide, or incorporate any portion of the Service or OpenSports Content into, any product or service provided to a third party; (6) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to OpenSports); (7) modify any Service or OpenSports Content or create any derivative product from any of the foregoing; (8) remove or obscure any proprietary or other notices contained in the Service or OpenSports Content; or (9) publicly disseminate information regarding the performance of the Service or OpenSports Content or access or use the Service or OpenSports Content for competitive analysis or benchmarking purposes.
(a) Admin Account. Each Organization will be allowed to create one or more administrator accounts (each an “Admin Account”) for one or more designated administrators (each an “Administrator”) to access the Service. After initial registration, an Administrator may assign additional user access to other members of the Organization’s organization or group. This procedure is initiated by those seeking to access an Administrator account and can only be approved by an Organization who has been given permission to create Admin Accounts. The Organization is solely responsible for the conduct of any Administrator to whom it grants and Admin Account. OpenSports is not responsible for dissemination of additional user access, as all requests for additional user access must be routed to a designated Administrator. OpenSports may make available subsets of Admin Account functionality as part of the Service. An Organization’s Administrator may assign functionalities to its other Administrators as it sees fit to carry out Events. OpenSports reserves the right to charge an administrative fee to Organizations who open multiple Admin Accounts.
(b) Organization Content. An Organization may post information or advertisements regarding sporting events, the availability of facilities, the availability of coaching, instruction or other services; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties (“Organization Content”). The provisions of Section 9 hereof will apply to Organization Content in the same manner as such provisions apply to User Content. Further, to the extent that the Organization Content represents materials in which intellectual property rights subsist, e.g., logos, proprietary images, trademarks, the Organization grants to OpenSports a license to use those materials to carry out the matters contemplated in this Agreement.
(c) Further Prohibitions. The Organization represents and warrants to OpenSports, acknowledging that OpenSports is relying on these representations and warranties in making the Service available to the Organization that: (i) the Organization will honestly and in good faith provide Events corresponding in all respects to the information listed about the Event on the Service, (ii) the Organization is sufficiently qualified and experienced to provide the Events it provides using the Service, (iii) it will not create Events for any purpose other than those purposes listed in Section 1, and (iv) will not misrepresent any information to any User.
(c) Insurance. It is the Organization’s responsibility to obtain and maintain appropriate levels of and types of insurance coverage for the nature of the event, facility or other service that is being provided by Organization. It is also the Organization’s responsibility to provide facilities in or at which to provide the Event or service being offered by Organization. Organization hereby represents and warrants to OpenSports that any facilities made available by it for the purpose of holding an event or sporting or recreational activity will be safe and appropriate for the type of event or service provided and all applicable licenses, permits, and permissions will have been obtained from the owners and/or the municipal, local, or other authority prior to the Event.
(d) User Conduct. OpenSports is not responsible for the conduct of any User. In no event shall OpenSports, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “OpenSports Parties”) be liable (directly or indirectly) for any Organization losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of a User or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or registrations with, or purchases by Users through the Service. Organization hereby agrees that it is its responsibility to, and it shall, take all necessary precautions in all interactions with Users.
(e) Integrations. OpenSports may make available third-party integrations for the benefit of Organizations. In connection with the foregoing, the Organization agrees to use such integrations solely in accordance with their intended purpose and solely in compliance with any third-party agreements with the Organization of the integration.
(f) Users as Organizations. A User who provides leisure, cultural, recreational or sporting activities, including coaching or other instructional services or who organizes sporting or recreational activities for Users, regardless of whether fees are charged for such activities, products or services, will, for the purposes of such interactions with other Users, be considered to be an Organization for the purposes of this Agreement.
(g) Liability to Users. Organizations are solely responsible for their interactions with Users and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by a User as a result of a User’s interaction with such Organization or visit to such Organization’s facility or event or from any product or service of any Organization.
(h) Compliance with Applicable Laws. The Organization agrees to, at all times and while using the Service, including while planning, advertising, and hosting Events for Users, comply with all applicable laws in its jurisdiction, including laws applicable to privacy.
The Service may contain, and the Service or third parties may provide, advertisements and promotions offered by OpenSports and other third parties and links to other websites or resources. You acknowledge and agree that OpenSports is not responsible for the availability of such external websites or resources and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that OpenSports shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
(a) Users acknowledge, understand and expressly agree that OpenSports does not have control over the quality, timing, legality, characteristics or any other aspect whatsoever of the Events or services actually delivered or provided by any User or Organization. OpenSports makes no representations or warranties regarding the suitability, reliability, timeliness, and accuracy of the Service, Events, or Organizations, whether in public, private or offline interactions, or arranged through the OpenSports Service. OpenSports does not assume any responsibility for the accuracy or reliability of any information provided through the Service or by Organizations. OpenSports does not assume and expressly disclaims any and all liability that may result from the use of any information provided through the Service or the Organizations.
(b) THE SERVICE, ALL OPENSPORTS CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE OPENSPORTS SITE, THE OPENSPORTS APP OR THE SERVICE, ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. OPENSPORTS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. OPENSPORTS DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OPENSPORTS WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE BY USERS OR ORGANIZATIONS FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. OPENSPORTS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF OPENSPORTS.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.
(d) THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE OPENSPORTS PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT, (2) ANY USE OF THE OPENSPORTS SITE, THE OPENSPORTS APP, THE SERVICE, THE ORGANIZATION CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICE), OR (4) YOUR VISIT TO ANY ORGANIZATION’S FACILITY OR EVENT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY ORGANIZATION.
(b) IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT PERMITTED BY LAW, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED CANADIAN DOLLARS (CDN$100).
(c) You understand and agree that the disclaimers, exclusions, and limitations in Sections 13 and 14 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, you understand that OpenSports would be unable to make the Service available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
You agree to indemnify and hold the OpenSports Parties harmless from any loss, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of your breach of, alleged breach of, or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any postings or User Content you post in the Service, the violation of any law or regulation by you, or your use of the Service. OpenSports reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OpenSports in connection therewith.
Each Organization agrees to indemnify and hold the OpenSports Parties harmless from any loss, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out an Event created, hosted, or otherwise made available by that Organization. OpenSports reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OpenSports in connection therewith.
(a) The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be binding arbitration under the Arbitration Act (Ontario). You may not under any circumstances commence or maintain against OpenSports any class action, class arbitration, or other representative action or proceeding.
(b) This Agreement, and any dispute between you and OpenSports, shall be governed by the laws of the Province of Ontario without regard to principles of conflicts of law.
(c) YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by you, but may be freely transferred, assigned, or delegated by OpenSports without notice to you.
This Agreement and any specific guidelines or rules that are separately posted by OpenSports for particular services or offers in the Service, contains the entire agreement between you and OpenSports regarding the use of the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of OpenSports to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No agency, partnership, joint venture or employment is created as a result of this Agreement, and you may not make any representations or bind OpenSports in any manner. The section headings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
The OpenSports Site, the OpenSports App and the Service are operated and provided by OpenSports Inc. 200-20 Camden Street, Toronto, Ontario, Canada. If you have any questions about this Agreement, please contact us at firstname.lastname@example.org.