Terms of Service and Non-Disclosure Agreement for Coaches and Scouts
All information related to the business or intellectual property (including know-how) of a Party, or of its Authorized Persons, or related to the Purpose, that the Receiving Party receives or accesses as a result of any discussions or dealings under this Agreement, disclosed in any form or format, including but not limited to: any and all business and technical information provided by Disclosing Party concerning Disclosing Party’s know-how, trade secrets, product samples, software technology, software systems, source code, object code, design details, user interfaces, databases, business strategies, business plans, pricing, technical developments, roadmaps, training information, vendor or customer data, or other information similar to the foregoing. Disclosing Party’s Confidential Information may further include the Confidential Information of any of its subsidiaries and/or affiliates. Although certain information may be generally known in the relevant industry, the fact that the Disclosing Party uses such information may not be so known and in such instance the information would comprise Confidential Information. Further, the fact that various fragments of information or data may be generally known does NOT mean that the manner in which the Disclosing Party combines them, and the results obtained thereby, are so known and in such instance, such information or data would also comprise Confidential Information. Confidential Information does not include information that the Receiving Party can show by pre-dated documentation which substantiates its prior knowledge or information which:
- is publicly available other than by breach of this Agreement;
- is lawfully in the possession of the Receiving Party before its disclosure under this Agreement;
- is disclosed to the Receiving Party through one or more third parties who are free to disclose it; or
- is developed independently of any Confidential Information;
- Only use the Confidential Information strictly for the Purpose;
- Not disclose the Confidential Information except to its Authorized Persons;
- Keep it in a safe and secure place and use reasonable measures to prevent unauthorized access,
- Not make any copies, summaries or transcripts of it unless this is necessary for the Purpose or as permitted herein, provided that all such copies, summaries or transcripts will be deemed to be Confidential Information);
- Not export it, or permit it to be exported, in breach of any relevant export regulations;
- Notify the other Party immediately if it becomes aware that any Confidential Information has been disclosed or used in an unauthorized manner;
Account RegistrationWhen you register with the Site, you are agreeing to and providing public acknowledgement that you have read these terms of service, along with the non-disclosure and non-circumvention terms. More than that, we ask for your honesty and integrity if you are going to use our platform. There is a lot invested in bringing this platform to the student-athlete and the parents and we ask that all registered users respect both the spirit and the written terms of this website for all coaches and scouts who apply for access.
Copyright NoticeThe Site is provided for your personal use only. Other than content that users submit in accordance with the terms of this Agreement, most of the material on the Site, including graphics, text, design, buttons, logos, images, and icons, as well as the selection, assembly, and arrangement of the Site, is the sole property of the operators of the Site. Users of the Site may not modify, reproduce, republish, or distribute any material from the Site in any form without the prior written permission of Elite Junior Profiles or the original copyright holder.
User-Provided ContentYou acknowledge that the Site including postings, messages, articles, text, files, images, graphics, photos, audio clips, sounds, video or other materials (the “Content”) have been submitted by third parties, including, without limitation, other users of the Site. You agree that we are a community forum and not a publisher with respect to the Content provided by third parties, and that we are not responsible for reviewing or editing any third party Content. Any opinions, advice, statements, services, offers or other information contained in third party Content are those of their respective authors or producers, and not of Elite Junior Profiles or any of its affiliates, and we do not endorse or guarantee the accuracy of such Content. Copyrights to the Content submitted by Site users are held by the individual creators of such Content. You may submit Content provided you do so in accordance with the Submission Rules below. You accept responsibility for all Content that you submit to, transmit through, link through, or otherwise make available through the Site. For all Content that you submit to the Site, you agree to indemnify us as provided below. Each time you upload or submit Content (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by all the terms and conditions of this Agreement. Instructions for uploading Content can be found on the Site’s web page dedicated to uploading Content. To be considered for posting and display on the Site, Content must meet all the specifications and requirements (including age requirements) relating to formatting, compatibility, operating characteristics and submission (provided below).
LicenseBy submitting Content to the Site, you grant us a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from such Content, in any form, media (print, electronic or otherwise), software or technology of any kind now existing or developed in the future.
Moral RightsYou hereby waive and agree never to assert any claim of Moral Rights in the Content against us or any of our licensees, if any. ‘Moral Rights’ means any right to (a) divulge the Content to the public; (b) retract the Content from the public; (c) claim authorship of the Content; (d) object to any distortion, mutilation or other modification of the Content; or (e) any and all similar rights, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty regardless of whether or not such right is called or generally referred to as a moral right.
Financial ConsiderationWe reserve the sole and exclusive right to sell advertising and otherwise exploit, benefit from and/or realize revenue from the conduct of our business and operating the Site and any and all arrangements made with respect thereto, without accounting, obligation or liability to you, notwithstanding that your Content may be displayed on or otherwise used by or in connection with the Site.
Representations and WarrantiesBy uploading or otherwise submitting any Content to the Site, you represent and warrant that (a) you own or otherwise have all necessary rights, including but not limited to copyrights, to the Content and have the right to use it as provided in this Agreement; (b) all information submitted by you is true, accurate, current and complete, and does not violate this Agreement; (c) you have the full right, power and authority to enter into and perform this Agreement, and have secured all third party consents, licenses, waivers and permissions necessary to enter into and perform this Agreement, including, without limitation, waivers of rights of privacy, publicity and personality from any third parties whose names, likenesses, photographs, animated portrayals, or actual or imitated voices are depicted in the Content; (d) we shall not be required to make any payments with respect to the authorized use of any Content submitted by you, including, without limitation, any payments to you, third parties claiming through you or otherwise, publishers, rights agents, performance rights societies, persons who contributed to or whose names, likeness, photographs, animated portrayals or actual or imitated voices appear in such Content, your licensors, unions or guilds; and (e) the Content submitted by you will not infringe upon or misappropriate any rights of others, including, without limitation, any copyrights, trademarks, trade secrets or other intellectual property rights, rights of publicity, rights of privacy, moral rights or any other proprietary rights of third parties, (ii) violate any applicable law, statute, ordinance or regulation, (iii) be defamatory, trade libelous, trademark disparaging, fraudulent, harassing, abusive, threatening, harmful, lewd, pornographic or obscene, (iv) disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to facilitate any unauthorized access to any portion of the Site, their computer systems, servers or networks; (v) transmit junk mail, chain letters, or other unsolicited bulk e-mail, spam or duplicative messages to other users of the Site; (vi) collect information about other users of the Site in any manner without their consent or otherwise systematically extract data or data fields, including, without limitation, any financial data or e-mail addresses, from the Site or our computer systems; (vii) attempt to gain unauthorized access to our computer systems or to any other user’s computer systems, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site, or (viii) contain any viruses, trojan horses, time bombs or other programming routines or elements that detrimentally interfere with computer systems or data. You agree that, upon request, you will provide us with evidence, in a form and format reasonably acceptable to us, indicating that the Content submitted by you complies with the foregoing warranties.
IndemnityYou agree to indemnify and hold us harmless from and against any and all claims, suits, liabilities, obligations, damages, injuries, penalties, fines, losses, costs and expenses (including, without limitation, attorneys’ fees) arising out of, resulting from or related to any breach of the foregoing representations and warranties. This obligation shall survive the termination of this Agreement for any reason.
Take-Down PolicyThe Site includes weblogs, forums, photo galleries and other interactive areas in which users can express opinions and share ideas and information. We cannot and do not monitor all of the material submitted to the Site. Additionally, we do not control, and are not responsible for, Content submitted by users. By using the Site, you may be exposed to Content that you may find offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of the Site and any Content on the Site, including, but not limited to, whether you should rely on such Content. Notwithstanding the foregoing, you acknowledge that we shall have the right (but not the obligation) to review any Content that you have submitted to the Site, and to reject, delete, disable, or remove any Content that we determine, in our sole discretion, (a) does not comply with the terms and conditions of this Agreement; (b) might violate any law, infringe upon the rights of third parties, or subject us to liability for any reason; or (c) might adversely affect our public image, reputation or goodwill. Moreover, we reserve the right to reject, delete, disable, or remove any Content at any time, for the reasons set forth above, for any other reason, or for no reason. If you believe that any Content on any of the Site web sites infringes upon any copyrights that you own, please contact us pursuant to the procedures as outlined under Sections 512(c)(3) and 512(d)(3) of the Digital Millennium Copyright Act (Title 17 U.S.C. § 512) which shall include:
- The infringing materials and its location on the Internet [512(c)(3)(A)(ii-iii)], or if the service provider is an “information location tool” such as a search engine, the reference or link to the infringing materials [512(d)(3)].
- Sufficient information to identify the copyrighted works [512(c)(3)(A)(iv)].
- A statement by the owner that it has a good faith belief that there is no legal basis for the use of the materials complained of [512(c)(3)(A)(v)].
- A statement of the accuracy of the notice and, under penalty of perjury, that the complaining party is authorized to act on the behalf of the owner [512(c)(3)(A)(vi)].