DribbleUp Terms of Service
Last Updated on June 30, 2021.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE DRIBBLEUP PRODUCTS OR SERVICES, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT PURCHASE, ACCESS, OR USE THE DRIBBLEUP PRODUCTS OR SERVICES.
1.CHANGES TO THESE TERMS
We reserve the right to make changes or modifications to these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by revising the date at the top of these Terms. Your continued use of our Services following notification of changes or modifications will constitute your acceptance of such changes or modifications. Accordingly, you should periodically review these Terms and check for any updates.
2. SAFETY; USE THE SERVICES AT YOUR OWN RISK
2.1. ASSUMPTION OF RISK. IF YOU USE THE SERVICES, INCLUDING PRODUCTS, OR ANY DRIBBLEUP CONTENT (DEFINED BELOW), YOU DO SO SOLELY AT YOUR OWN RISK AND YOU ARE AGREEING THAT YOU HAVE CAREFULLY READ AND AGREED TO THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THE SAFETY HAZARDS, RISKS, DANGERS, AND POTENTIAL FOR INJURY ASSOCIATED WITH USE OF OUR PRODUCTS AND SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE IN GOOD HEALTH AND PHYSICALLY FIT TO PARTICIPATE IN THE THE ACTIVITIES MADE AVAILABLE THROUGH THE DRIBBLEUP SERVICES, THAT YOU HAVE NOT BEEN ADVISED OF ANY ADVERSE HEALTH CONDITIONS BY A PHYSICIAN, MEDICAL PRACTITIONER, OR OTHER HEALTH CARE PROVIDER, THAT YOU WILL NOT PARTICIPATE IN ANY OF THE ACTIVITIES MADE AVAILABLE THROUGH ANY DRIBBLEUP SERVICE UNDER THE INFLUENCE OF ALCOHOL, DRUGS, OR ANYTHING THAT COULD IMPAIR YOUR ABILITY TO SAFELY ENGAGE IN THE ACTIVITIES, AND THAT YOU WILL ONLY USE DRIBBLEUP SERVICES IN ACCORDANCE WITH THEIR RECOMMENDED USES, HEED ANY WARNINGS AND SAFETY PRECAUTIONS LISTED ON OUR WEBSITES, APP AND/OR INSTRUCTIONS WITHIN THE APPLICABLE USER MANUAL OR ACCOMPANYING PRODUCT CARD, AND WILL ALWAYS EXERCISE SOUND JUDGMENT WHEN USING THE SERVICES AND PRODUCTS.
BY USING THE DRIBBLEUP SERVICES, INCLUDING PRODUCTS OR ANY DRIBBLEUP CONTENT, OR PHYSICALLY PARTICIPATING IN THE ACTIVITIES RECOMMENDED BY THOSE SERVICES, YOU AGREE TO ASSUME THE RISKS ASSOCIATED WITH SUCH ACTIVITIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU FOREVER RELEASE, WAIVE AND DISCHARGE US, OUR SUBSIDIARIES, OWNERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM ANY AND ALL LIABILITY FOR LOSS OR DAMAGE, AND FOR EVERY CLAIM OR CAUSE OF ACTION OF ANY KIND INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF YOUR PARTICIPATION IN THE PHYSICAL ACTIVITIES RECOMMENDED BY THE SERVICES.
2.2. HEALTH & SAFETY WARNING. YOU EXPRESSLY AGREE THAT ENGAGING IN PHYSICAL ACTIVITIES AS PART OF THE DRIBBLEUP SERVICES CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR IN PART BY THE ACTION, INACTION OR NEGLIGENCE OF DRIBBLEUP OR OTHERS. YOU ALSO EXPRESSLY AGREE THAT DRIBBLEUP DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY RACE, COMPETITION, CONTEST, GROUP INTERACTION, GATHERING, OR EVENT THAT UTILIZES THE SERVICES.
YOU SHOULD CONSULT YOUR PHYSICIAN, MEDICAL PRACTITIONER, OR OTHER HEALTH CARE PROVIDER BEFORE ENGAGING IN ANY OF THE PHYSICAL ACTIVITIES RECOMMENDED BY THE DRIBBLEUP SERVICES TO ASSESS YOUR ABILITY TO SAFELY ENGAGE IN SUCH ACTIVITIES. YOU SHOULD NOT ENGAGE IN ANY OF THE ACTIVITIES RECOMMENDED BY THE SERVICES IF YOU HAVE ANY MEDICAL CONDITIONS WHERE EXERCISE COULD INDUCE ADVERSE EFFECTS.
IF YOU ARE PREGNANT, DIABETIC, HAVE A HEART CONDITION, OR HAVE ANY INJURIES, DISABILITIES, OR OTHER MEDICAL CONDITIONS, YOU CERTIFY THAT YOU HAVE PERMISSION FROM YOUR PHYSICIAN, MEDICAL PRACTIONER, OR OTHER HEALTH CARE PROVIDER TO BEGIN AN EXERCISE PROGRAM. YOU CERTIFY THAT YOU WILL START SLOWLY AND TAKE CARE NOT TO EXCEED YOUR CAPABILITIES WHEN EXERCISING. YOU SHOULD IMMEDIATELY STOP ANY ACTIVITY THAT CAUSES YOU TO BECOME DIZZY, DEHYDRATED, OR OTHERWISE AFFECTS YOUR BODY’S ABILITY TO FUNCTION NORMALLY. TO REITERATE YOUR AGREEMENT ABOVE, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR ANY INJURIES YOU SUSTAIN WHILE PARTICIPATING IN ANY ACTIVITIES RECOMMENDED BY THE DRIBBLEUP SERVICES. YOU AGREE AND UNDERSTAND THAT IF YOU ARE INJURED WHILE EXERCISING, YOU WILL BE SOLELY RESPONSIBLE FOR ALL MEDICAL COSTS, DAMAGES, AND OUT-OF-POCKET EXPENSES, AND ANY CLAIMS MUST BE SATISFIED THROUGH YOUR PERSONAL HEALTH INSURANCE OR ASSETS.
2.3. MEDICAL LIABILITY DISCLAIMER. The information on the DribbleUp Website, App and Services is provided for educational and entertainment purposes only and is not intended as medical or nutritional advice. The Services are not intended to diagnose, treat, cure, or prevent any disease. You should not rely on this information as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, you should always consult with a physician, general practitioner or other health-care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your healthcare professional because of something you may have read on a Dribbleup website or heard on the Dribbleup Service. The use of information provided through the Dribbleup Service is solely at your own risk and is not medical or healthcare advice.
3. PRODUCTS, RETURNS, AND WARRANTY
3.1. Orders, Acceptance, and Fulfillment. You can browse and place orders for our Products through https://dribbleup.com. All orders are subject to acceptance by DribbleUp. After you place an order, you will receive an initial confirmation email from DribbleUp. When the order is shipped, you will receive another email containing your shipping confirmation, tracking number, and carrier information. If an order is on backorder, we’ll send you an email indicating that this is the case. DribbleUp reserves the right not to accept your order for any reason or for no reason at all. DribbleUp reserves the right to restrict multiple quantities of a Product being shipped to any one customer or postal address.
3.2. No Resale. Products are intended for end users only, and are not authorized for resale. Unauthorized resale of Products is prohibited.
3.3. Shipping and Delivery. DribbleUp will pack the Products in accordance with its standard practices. Title to the Products and risk of loss will pass to you upon our delivery of the Products to the carrier. You acknowledge that all scheduled shipment dates are estimates only. DribbleUp will make reasonable efforts to meet the scheduled shipment dates, but in no event will DribbleUp be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
3.4. Returns. You may return Products and receive a refund for any reason on the following conditions: (i) you must return the Product (and any related accessories) within thirty (30) days of the Product shipment date and (ii) any returned Products must be in good condition (i.e., not damaged or rendered unusable). Whether a Product is in good condition shall be determined in DribbleUp’s sole discretion. We will cover the return shipping fees, but you assume the risk of loss or damage to the returned Product(s) while in transit back to DribbleUp. To initiate a return, please contact us at email@example.com.
3.5. Bundle Offer Returns. All Product returns for purchases that include a Bundle Offer discount will receive a refund at the Product sale price minus the full Bundle Offer discount. For example, a purchase of two $100 Products that receive a $25 Bundle Offer discount, the total purchase price is $175. The refund for one Product return will be $75 ($100 Product purchase price less the $25 Bundle Offer discount).
3.6. Limited Product Warranty. DribbleUp warrants to the original purchaser that our Products shall be free from defects in materials and workmanship under normal use for a period of forty-five (45) days from the date of purchase. If a defect arises, please email us at firstname.lastname@example.org and we will, at your option, (i) replace the Product with a new or refurbished Product, or (ii) refund your payment. Dribbleup may, in our sole discretion, require you to return the defective Product to us. This Limited Product Warranty does not apply to (a) replacement Products, (b) non-DribbleUp products, (c) cosmetic damage or normal wear and tear, (d) Products that are misused, abused, mishandled, or otherwise not used as intended or in accordance with DribbleUp’s instructions. We reserve the right to verify that you are the original purchaser and that the defective products are genuine DribbleUp Products. To the extent permitted by law, this Limited Product Warranty is your sole and exclusive remedy for any Product defects.
4. MEMBERSHIPS, AUTO-RENEWAL, AND CANCELLATION
4.1. Memberships. Purchasing a membership subscription in connection with your purchase of a DribbleUp product, such as the smart soccer ball, smart basketball, smart medicine ball, and others, may be required and is referred to as a “DribbleUp Live Membership” or “DU Live Membership” (“Membership”). A Membership provides you with full access to DribbleUp’s Live Classes, certain categories of On-Demand Classes, as well as other content and features for as long as the Membership remains active. The duration of your Membership period may be month-to-month or year-to-year, depending on your agreement (the “Commitment Period”). We may impose restrictions on the number of streams that can occur simultaneously under a single Membership or the maximum number of users per Membership. The following terms shall apply to your Membership during your Commitment Period and any subsequent Renewal Term (as hereinafter defined).
4.2. Billing. Upon signing up for a Membership, you will select either a monthly payment option or an annual payment option. You expressly agree that we are authorized to charge the monthly or annual fee for your Membership, at the currently advertised rate, together with any other taxes (“Membership Fees”), to your chosen payment method. Please note that Membership Fees are subject to change with notice to your email address associated with your account, unless applicable law requires you to expressly consent to the change in price. It is your responsibility to ensure that the email address associated with your account is correct and that your email account will receive emails from us.
You authorize us to bill your payment method for Membership Fees and to update and retain information about the payment method associated with your account during your Commitment Period and any Renewal Term. If we do not receive payment from your designated payment method on the date that your payment becomes due, we may terminate or suspend your account for nonpayment (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend).
4.2. Auto-Renewal. UNLESS YOU CANCEL YOUR MEMBERSHIP PRIOR TO THE EXPIRATION OF YOUR COMMITMENT PERIOD, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL MONTH OR ONE (1) YEAR PERIOD, AS APPLICABLE, FOR THE SAME DURATION AS YOUR INITIAL COMMITMENT PERIOD (THE “RENEWAL TERM”), AND YOU AUTHORIZE US TO COLLECT THE APPLICABLE FEES VIA YOUR PAYMENT METHOD FOR EACH RENEWAL TERM. The Renewal Term will be the same duration as your initial Membership period unless otherwise disclosed to you at the time of sale. The Membership Fees for each Renewal Term will be no more than the rate for the immediately prior Membership period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal.
4.3. Free Trials and Promotions. From time to time, we may offer a free trial or promotional Membership. IF YOU REGISTER FOR A FREE TRIAL OR PROMOTIONAL MEMBERSHIP, WE WILL AUTOMATICALLY BEGIN TO BILL YOUR ACCOUNT AT OUR STANDARD RATES WHEN THE FREE TRIAL OR PROMOTIONAL MEMBERSHIP PERIOD EXPIRES, unless you cancel your Membership before the free trial or promotion ends or the promotion explicitly states that your Membership does not automatically renew at the time of sale.
4.4. Prepaid Periods. You may be given the opportunity to prepay for a period of one or more months or one year of your Membership (“Prepaid Period”). At the conclusion of a Prepaid Period, to the extent permitted by applicable law, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH OR YEAR-TO-YEAR BASIS, AS APPLICABLE, AT OUR STANDARD, NON-PROMOTIONAL RATES, unless you cancel your Membership before the Prepaid Period ends or we explicitly state that your Membership does not automatically renew at the time of sale.
4.5. Cancellation. YOU HAVE THE RIGHT TO CANCEL YOUR MEMBERSHIP AT ANY TIME AT ACCOUNT.DRIBBLEUP.COM OR BY CONTACTING US AT email@example.com.
MEMBERSHIP FEES ARE REFUNDABLE ONLY IF CANCELED WITHIN THIRTY (30) DAYS OF THE ORIGINAL PURCHASE DATE (provided that you are not registered for a Free Trial). OTHERWISE, WE DO NOT PROVIDE REFUNDS FOR MEMBERSHIP CANCELLATIONS.
If you cancel your Membership, you will immediately lose access to your Membership.
If you believe that you have been billed in error or have other billing inquiries, please notify us within thirty (30) days of the billing date by contacting us at firstname.lastname@example.org. We will not issue credits or refunds after the thirty (30) day period has passed, except where required by applicable law.
4.6. Suspension/Termination by DribbleUp. DribbleUp may immediately terminate or suspend your App account, and all or a portion of your Membership, without notice if:
a. your payment is overdue (provided that we will use reasonable efforts to notify you of the overdue payment before we terminate or suspend);
b. you provide false or inaccurate information;
c. you violate these Terms, or any other DribbleUp rules or agreements then in effect;
d. you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright and intellectual property laws); or
e. if you engage in conduct that is threatening, abusive or harassing to DribbleUp employees, agents, or other DribbleUp users, including, for example, making threats to physically harm or damage property.
If we terminate or suspend your account and/or Membership, your license to use any software or Content provided in connection with the Membership is also terminated or suspended (as applicable). For clarity, if your Membership is suspended and/or terminated for any reason, you will lose access to all Live & certain On-Demand Classes and any other Content or features provided through the Membership. If your account and/or Membership is terminated, DribbleUp has the right to immediately delete all data, files, and other information stored in or for your account without further notice to you. You must pay all charges up to and including the date of termination. Should you wish to resume your Membership after any suspension, a restoration of service fee may apply. This fee is in addition to all past due unpaid charges and other fees.
Upon termination of your account and/or Membership, any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive.
5. PAYMENT AND PRICING
5.1. By placing an order for Products, Memberships, or any other Services, you agree that: (i) any credit card information supplied by you is true and complete; (ii) you will pay the applicable price listed, as well as any applicable shipping and handling charges and taxes; and (iii) Products, Memberships, and other Services purchased by you are for personal or gift use and not for commercial use.
5.2. Prices listed are stated in USD, GBP, or EUR, and do not include any shipping and handling charges or applicable taxes, which charges and taxes will be communicated to you before you place an order. You are responsible for paying such charges and taxes to DribbleUp. You agree to indemnify and hold DribbleUp harmless from and against any liabilities, interest, penalties or fees assessed against DribbleUp arising from your failure to pay any such charges or taxes. All Product and Membership prices and prices for any other Services are subject to change at any time.
5.3. Financed Purchases. If you finance the purchase of your Products, Membership, or any other Services, you agree to abide by the terms of the financing agreement with our financing partner governing your purchase, which will be provided to you separately. DribbleUp may treat your failure to abide by the terms of your financing agreement with our financing partner as a breach of these Terms.
6. ELIGIBILITY; ACCOUNT REQUIREMENTS
6.2. You are responsible for all activity that occurs in association with your App account. DribbleUp is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials. Please contact us if you discover or suspect any security breach related to the Services or your account.
6.3. You may only connect to the App using a Product that is manufactured, distributed, or sold by DribbleUp itself or through its authorized resellers or agents. You may not connect to the App with (a) any product or device that is not manufactured, distributed, or sold by DribbleUp itself or through its authorized resellers or agents (such as a knock off or counterfeit version of our Product); (b) any product or device that otherwise intends to resemble or purports to be a DribbleUp Product; or (c) any unauthorized application or third-party connection. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Services.
6.4. Full use of the Services is dependent upon your use of a mobile device and, in some cases, Internet access. The maintenance and security of such equipment may influence the performance of the Services and it is your responsibility to ensure the equipment’s functionality. You are responsible for all cellular, data, and Internet access charges. Please check with your cell phone carrier and Internet provider for information on possible data usage charges.
7. SHARING YOUR CONTENT ON OUR SERVICES
7.1. DribbleUp may enable you to post, upload, store, share, send, or display photos, images, video, data, text, music, training regimens, comments, and other information and content (“Your Content”) to and via the Services. You retain all rights to Your Content that you post to the Services. By making Your Content available on or through the Services you hereby grant to DribbleUp a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute Your Content, in whole or in part, including your name and likeness, in any media. The rights you grant us in this Section are only for the limited purpose of offering and improving the Services.
7.2. You are responsible for Your Content. You represent and warrant that you own Your Content or that you have all rights necessary to grant us a license to use Your Content as described in these Terms.
7.3. You represent, warrant, and agree that Your Content, the use and provision of Your Content on the Services, and your use of the Services will not (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.
7.4. You further represent, warrant, and agree not to (a) upload any content that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (b) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (c) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (d) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (e) use the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.
7.5. DribbleUp may, in its sole discretion, alter, remove, or refuse to display any of Your Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying Your Content to and via the Services.
Separate and apart from Your Content, we welcome questions, comments, suggestions, and ideas about DribbleUp and our Services (“Submissions”). If you provide a Submission, whether by email or otherwise, you agree that it is non-confidential (unless we state otherwise in writing) and shall become the sole property of DribbleUp. DribbleUp shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise. You acknowledge that DribbleUp is not obligated to provide acknowledgment or compensation to you in exchange for Submissions.
9. DRIBBLEUP PROPERTY; YOUR LIMITED LICENSE; RESTRICTIONS
9.1. “DribbleUp Content” includes any photos, images, graphics, video, audio, data, text, music, training regimens, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the Services, other than Your Content. DribbleUp Content, the Services, and their underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set forth in these Terms.
9.2. “DribbleUp,” the DribbleUp logos, and any other DribbleUp service name or slogan contained on the Services, and the overall look and feel of the Services, including page headers, graphics, icons, and scripts, are trademarks and/or the property of DribbleUp and may not be copied, imitated or used, in whole or in part, without the prior written permission of DribbleUp. All other trademarks, registered trademarks, product names, and names or logos mentioned in the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.
9.3. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and access and view the DribbleUp Content solely for your personal, non-commercial enjoyment. You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the DribbleUp Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by DribbleUp or its licensors, except for the licenses and rights expressly granted in these Terms.
9.4. Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Services: (a) use, display, mirror, or frame the Services or any individual element within the Services, including the layout and design of any page, without DribbleUp’s express written consent; (b) access or tamper with non-public areas of the Services, DribbleUp’s computer systems, or the technical delivery systems of DribbleUp’s providers; (c) test the vulnerability of any DribbleUp system or breach any security or authentication measures; (d) circumvent any technological measure implemented by DribbleUp or any third party to protect the Services; (e) access the Products or DribbleUp Content through the use of any mechanism other than through the use of the Services or other authorized DribbleUp connection; or (f) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that DribbleUp provides to you or any other part of the Services.
10. COPYRIGHT AND INFRINGER POLICY
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, DribbleUp has adopted a policy of terminating, in appropriate circumstances and in DribbleUp’s sole discretion, users who are deemed to be repeat infringers of other’s copyrighted property. DribbleUp may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any users who we believe may infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement with the DribbleUp Copyright Agent as set forth below.
Attn: Copyright Agent
130 New Hyde Park Road
Franklin Square NY 11010
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
11. THIRD-PARTY SERVICES
12. TERMINATION; DISCONTINUANCE; MODIFICATIONS
12.1. If you are in breach of these Terms, or any other policies we have in place from time to time, we may, in our discretion at any time: (a) terminate your access to our App or other Services, (b) deactivate or delete your App account and Your Content and/or (c) suspend your access to the App and other Services. In any of these instances, you are not permitted to register for another DribbleUp account without our prior written permission.
12.2. We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
12.3. Upon any termination of these Terms or suspension, termination, or discontinuation of the Services or your account, any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination of this Agreement or discontinuance of any part of the Services.
13. YOUR AUTHORITY AND COMPLIANCE WITH LAWS
13.1. You hereby represent and warrant that you have the full power and authority to enter into and perform under these Terms. If you are using our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.
13.2. You hereby represent and warrant that you will use our Services in a manner consistent with any and all applicable local, state, national, and international laws and regulations, including, but not limited to, United States export-control laws.
13.3. If you are (a) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (b) identified as a “Specially Designated National”, or (c) placed on the US Commerce Department’s Denied Persons List, you represent and warrant that you will not engage in financial transactions with, or commercial activities on, DribbleUp.
EXCEPT FOR THE LIMITED PRODUCT WARRANTY SET FORTH IN SECTION 3.5: (A) THE SERVICES AND DRIBBLEUP CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND; (B) WE MAKE NO WARRANTY THAT THE SERVICES OR DRIBBLEUP CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (C) WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES OR ANY DRIBBLEUP CONTENT. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
15. LIMITATION OF LIABILITY
15.1. NEITHER DRIBBLEUP, ITS EMPLOYEES, COACHES, TRAINERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AFFILIATES, SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRIBBLEUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15.2. IN NO EVENT WILL DRIBBLEUP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (A) THE AMOUNTS YOU HAVE PAID TO DRIBBLEUP FOR USE OF THE SERVICES OR (B) ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DRIBBLEUP, AS APPLICABLE.
15.3. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DRIBBLEUP AND YOU.
15.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE LIMITATIONS OF SECTIONS 14 AND 15 WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless DribbleUp (and each of our officers, directors, employees, agents, contractors, coaches, trainers, licensors, and affiliates) (collectively the “DribbleUp Indemnitees”) from and against any and all losses, costs, expenses, damages, injuries, and/or liability of any kind, including attorney’s fees, that a DribbleUp Indemnitee may incur or suffer as a result of any claims, suits, or proceedings asserted or commenced by any third party, which arise out of or are in any way connected with (a) your access or use of our Services; (b) Your Content or Submissions; (c) your breach or alleged breach of these Terms; (d) your violation of any law or the rights of another; or (e) your conduct in connection with the Services. We reserve the right, in our sole and unfettered discretion, to control any action or proceeding, including selection of counsel, and determine whether we wish to settle it, and if so, on what terms, in which event you will cooperate with us in asserting any available defenses.
17. DISPUTE RESOLUTION
17.1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH DRIBBLEUP AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
17.2. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against DribbleUp, you agree to try to resolve the dispute informally by contacting email@example.com. We'll try to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or DribbleUp may bring a formal proceeding as set forth in this Section.
17.3. You and DribbleUp agree to arbitrate any dispute arising from these Terms or relating to the Services, except that you and DribbleUp are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or other intellectual property.
17.4. Except as otherwise required by applicable law, the Terms and the resolution of any disputes shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles.
17.5. You and DribbleUp agree that any arbitration will occur in New York, New York and that arbitration will be conducted confidentially by a single arbitrator in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes.
17.6. If for any reason this agreement to arbitrate does not apply to the dispute, you and DribbleUp agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in the federal or state courts located in New York, New York. Both you and DribbleUp consent to venue and personal jurisdiction there, and we both agree to waive our right to a jury trial.
17.7. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU WAIVE ANY RIGHT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
18.1. Entire Agreement. These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the DribbleUp Website from time to time:
In the event of a conflict between any policies posted on the DribbleUp Webite and these Terms, these Terms will control. These Terms represent the entire understanding between DribbleUp and you regarding the DribbleUp Services and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
18.2. Assignment. You may not assign any of your rights or obligations under these Terms without prior written consent from DribbleUp. DribbleUp may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
18.3. Waiver. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
18.4. Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.