Terms of Service & EULA

805Stats Terms of Service and End User License Agreement

Last Updated: JANUARY 1, 2018

Welcome, and thank you for your interest in Skoresheet, Inc. dba 805Stats (“805Stats,” “we,” “our,” or “us”) and our website at www.805STATS.COM along with our related websites, networks, applications, mobile application(s), and other services provided by us (collectively, the “Service”). This Terms of Service and End User License Agreement is a legally binding contract between you and 805Stats regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY MARKING THE CHECK BOX INDICATING ACCEPTANCE OF THESE TERMS OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING 805STATS’ PRIVACY POLICY (TOGETHER, THE “TERMS”). If you are not eligible AS DESCRIBED IN SECTION 3 BELOW, or do not agree to the Terms, then you do not have our permission to use the Service.

1.      Agreement Overview. As provided in greater detail in these Terms (and without limiting the express language of the Terms below), you agree and acknowledge that these Terms include the following provisions:

1.1         Arbitration – disputes arising hereunder will be resolved by binding arbitration, and BY ACCEPTING THESE TERMS, YOU AND 805STATS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, as set forth in Section 20;

1.2         License – the Service is licensed, not sold to you, and you may use the Service only as set forth in these Terms;

1.3         Privacy – you consent to the collection and use of certain of your personally identifiable information in accordance with 805Stats’ [Privacy Policy] [ MAKE HYPERLINK], as set forth in Section 21.2;

1.4         No Warranty – the Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind and 805Stats’ liability to you is limited to the fullest extent permitted by law, as set forth in Sections 17 and 18;

2.      805Stats Service Overview. The Service allows sports players (“Players”) to view and keep track of their own and other Players’ performances as associated with various sports teams (each, a “Team”). Each Team is represented on the Service by one or more authorized users (each, a “Coach”) with administrative privileges over the Team’s account. Teams may access certain additional functionalities (such as the ability to produce and distribute authorized live audiovisual content of Team sports games, or “Live Streams”) on the Service subject to payment of subscription fees as set forth in Section 7 below. Additionally, the Service may permit individuals who are not Players or Coaches to use and access the Service; these users are “Fans.” Players, Coaches (as authorized representatives of Teams), and Fans are all users of the Service.

2.1         Messages.  You may be able to send messages to users through the Service. You represent and warrant that you will only send messages through the Service to users who have given you their express consent to receive such messages, and you will indemnify and hold 805Stats harmless from any and all claims arising out of your sending these messages to any users. You are responsible for all fees and charges associated with such messages.

3.      [Eligibility.] [TO BE DETERMINED BASED ON PRIVACY REVIEW]

4.      Authority. If you are a user accessing the Service on behalf of a Team or otherwise using or opening an account on the Service on behalf of a company, entity, or organization (each a “Subscribing Entity”), then you represent and warrant that you: (a) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms and the authority to use the payment method submitted to 805Stats for payment of any subscription fees under Section 7 below; and (b) agree to be bound by the Terms on behalf of such Subscribing Entity.

5.      Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as, if you are a Player, your name, date of birth, location, email address, or other contact information, or, if you are a Coach, your name, address, telephone number, and the league with which your Team is associated. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@805stats.com.

6.      Location Based Services. Some of the features of the Service may enable 805Stats to access your location in order to tailor your experience with the Service (“Location-based Services”). In order to use certain Location-based Services, you must enable certain features of your mobile phone, which enable 805Stats to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. If you choose to disable any Location-based Services on your device, you will not be able to utilize certain features of the Service. By enabling Location-based Services, you agree and acknowledge that: (a) device data we collect from you is directly relevant to your use of the Service; (b) 805Stats may provide Location-based Services related to and based on your then-current location; and (c) 805Stats may use any such information collected in connection with provision of the Service and as otherwise set forth in the Privacy Policy.

7.      Subscriptions. Your use of the Service may be subject to and dependent on the payment of subscription fees on an annual basis (the paid version of the Service is the “Paid Service”). Payment of the applicable subscription fees allows you to access the Paid Service for one year, and you may renew your access to the Paid Service by paying the subscription fees for each subsequent year.

7.1         You Agree To Pay 805Stats For Your Selected Service Subscription and Other Purchases. You agree to pay for the subscription that you select for the Service and you authorize us to charge the payment method our service provider has on file for your monthly payment, your annual payment, or other payment terms you select.

7.2         Cancellation Refund Policy. YOU MAY CANCEL YOUR SUBSCRIPTION TO THE PAID SERVICE AT ANY TIME. IF YOU CANCEL YOUR SUBSCRIPTION, 805STATS WILL NOT PROVIDE YOU WITH A REFUND OF ANY PREPAID SUBSCRIPTION FEES. FOR THE AVOIDANCE OF DOUBT, YOU DO NOT HAVE A RIGHT OF WITHDRAWAL, BUT YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME.

7.3         Third-Party Payment Processors. 805Stats currently uses third-party payment processors for electronic commerce. Our third-party e-commerce payment processor accepts payments through methods detailed on the applicable payment screen, which may include various credit cards. By using such third-party payment processors, you agree to their terms and conditions of use. Such third parties may charge fees to process payments. We may pay certain fees at our sole discretion. To the fullest extent permitted by law, 805Stats disclaims all liability with regard to any fees or problems you have with third-party payment processors.

7.4         Pre-Authorization. When you provide a credit card number to pay for a subscription to use the Paid Service, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to your purchase. This pre-authorization will verify the credit card is valid and/or has the necessary funds or credit available to cover your required payment. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.

7.5         Availability of Certain Forms of Payment. To the fullest extent permitted by law, 805Stats makes no representations or warranties about the continued availability of any particular form of payment method made available for use with the Paid Service.

7.6         Timing of Payment. Payment must occur within a reasonable time of the transaction.

7.7         You May Need to Agree to Additional Terms or Agreements. You acknowledge that you may be required to agree to additional or superseding terms or agreements in connection with your payment of subscription fees for the Service. For example, if you would like a subscription to the Service or additional features that is different from 805Stats’ standard subscription, then you may be required to agree to an additional set of terms.

8.      Licenses

8.1         Limited License. Subject to your complete and ongoing compliance with all the Terms, 805Stats grants you: (a) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install one copy of the mobile application(s) associated with the Service downloaded from a legitimate marketplace or provided by an authorized reseller of the mobile application(s), and to use such mobile applications so installed, or that may have been pre-installed on your mobile device by the device manufacturer, in each case solely in object code format, and solely for your personal or internal business use for lawful purposes, on mobile devices that you own or control; and (b) permission to access and use the Service for your personal or internal business use.

8.2         License Restrictions. You may not sell, transfer, assign, license, sublicense, or modify any part of the Service or the Materials (as defined below), and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Materials in any way for any public or commercial purpose without 805Stats’ prior written consent. The use or posting of any of the Materials on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, then your right to access and/or use the Materials and Service will automatically terminate and you must immediately destroy any copies you have made of the Materials.

8.3         Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then 805Stats has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; Feedback is provided on a non-confidential basis, and 805Stats is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and you hereby grant 805Stats an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

9.      Ownership; Proprietary Rights. The Service is owned and operated by 805Stats. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by 805Stats are protected by intellectual property and other laws. All Materials included in the Service are the property of 805Stats or our third-party licensors. Except as expressly authorized by 805Stats, you may not make use of the Materials. 805Stats reserves all rights to the Materials not granted expressly in these Terms. The 805Stats trademarks, design marks, service marks, and logos (the “805Stats Trademarks”) used and displayed on the Service are 805Stats’ registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the 805Stats Trademarks, the “Trademarks”). Nothing on the Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without 805Stats’ prior express written consent for each individual use. You may not use the Trademarks to disparage 805Stats or the applicable third party (including 805Stats’ or the third party’s products or services) or in any manner, using commercially reasonable judgment, that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from the Service without 805Stats’ prior express written consent. All goodwill generated from the use of any 805Stats Trademark will inure solely to 805Stats’ benefit.

10.   Third-Party Terms

10.1      Carrier Service. Your access to use the Service may be subject to separate third party terms of service and fees, including your mobile network operator’s terms of service and fees, which may include fees charged for data usage and overage, which are your sole responsibility.

10.2      Third Party Services and Linked Websites. 805Stats may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on 805Stats with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.

11.   User Content

11.1      User Content Generally. Certain features of the Service may permit users to upload content to the Service, including photos, video (such as, if you are a Team, Live Streams, and recordings thereof created by you or automatically by the Service), images, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service and submitting User Content to the Service does not transfer ownership of your rights.

11.2      Limited License Grant to 805Stats. By posting or publishing User Content on the Service, you grant 805Stats an unrestricted, assignable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) throughout the universe, to host, store, transfer, display, perform, reproduce, communicate to the public, make available, create derivative works from, modify for the purpose of formatting for display, distribute, and otherwise exploit and use your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. If you are a Player, you further grant 805Stats a royalty-free license to use your name, image, voice, and likeness (and that of any person identifiable in any User Content posted by you to the Service) made available by or on your behalf through the Service in conjunction with (a) advertising, marketing, or promoting 805Stats or the Service; or (b) providing the Service to you and other users as set forth in these Terms. The license in the immediately preceding sentence shall survive the termination of your account with respect to any User Content submitted or uploaded to, and not deleted from, the Service prior to such termination.

11.3      Limited License Grant to Other Users. By posting or sharing User Content on the Service, you grant all other users of the Service a non-exclusive license to access and view that User Content as permitted by these Terms and the functionality of the Service.

11.4      You Must Have Rights to the Content You Post. You must not post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to post to the Service. You agree to pay all monies owing to any person as a result of posting your User Content on the Service.

11.5      Waiver of Rights to User Content. By posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert, or to support, maintain, or permit any action based on, any and all moral rights that you may have in or with respect to any User Content you post to or through the Service.

11.6      No Liability. 805Stats will not be liable for any unauthorized use of User Content by any other user or third party.

11.7      User Content Representations and Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW: WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:

a.         you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize 805Stats and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by 805Stats, the Service, and these Terms; and

b.         your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; (iii) cause 805Stats to violate any law or regulation; (iv) require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts, or provide any attribution to any third parties; or (v) result in a breach of contract between you and a third party.

11.8      User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and, to the fullest extent permitted by law, will not be in any way responsible or liable for User Content. 805Stats may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against 805Stats with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, 805Stats does not permit copyright-infringing activities on the Service.

11.9      Monitoring Content. 805Stats does not control and does not have any obligation to monitor: (a) User Content; (b) content made available by third parties, if any; or (c) the use of the Service by its users. You acknowledge and agree that 805Stats reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time, 805Stats chooses, in its sole discretion, to monitor the content, 805Stats nonetheless assumes no responsibility or liability, to the fullest extent permitted by law, for the content or any loss or damage of any kind incurred as a result of the use of such content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

12.   Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

12.1      use the Service for any illegal purpose or in violation of any local, state, national, or international law;

12.2      violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

12.3      post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

12.4      interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

12.5      frame or link to any of the materials or information available on the Service;

12.6      alter, deface, mutilate, circumvent, or otherwise bypass any approved software through which the Service is made available;

12.7      use any Trademarks, photographs, or other content belonging to 805Stats or obtained from the Service without our express written consent;

12.8      access, tamper with, or use non-public areas of the Service, 805Stats’ (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of 805Stats’ providers;

12.9      abuse, harass, harm, or advocate or incite abuse, harassment, or harm of another person or group, including 805Stats employees;

12.10   interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; or (c) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

12.11   perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

12.12   collect, or attempt to collect, personal information about another user or third party without consent, or solicit or attempt to solicit personal information from other users of the Service;

12.13   sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or

12.14   attempt to do any of the acts described in this Section 12 or assist with or permit any person to engage in any of the acts described in this Section 12.

13.   Digital Millennium Copyright Act

13.1      Respect of Third Party Rights. 805Stats respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.

13.2      Repeat Infringer Policy. 805Stats’ intellectual property policy is to (a) remove or disable access to material that 805Stats believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; (b) remove any User Content uploaded to the Service by “repeat infringers;” and (c) promptly terminate the accounts of such repeat infringers. 805Stats considers a “repeat infringer” to be any user that has uploaded User Content or Feedback to or through the Service and for whom 805Stats has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. 805Stats has discretion, however, to terminate the account of any user after receipt of a single Notification of Claimed Infringement (as defined below) or upon 805Stats’ own determination.

13.3      Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified in Section 13.4 below. Your Notification of Claimed Infringement may be shared by 805Stats with the user alleged to have infringed a right you own or control and with other third parties, and you hereby consent to 805Stats making such disclosure. Your communication must include substantially the following:

a.         a physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;

b.         identification of works or materials being infringed, or, if multiple works are covered by a single Notification of Claimed Infringement, a representative list of such works;

c.         identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit 805Stats to locate the material;

d.         information reasonably sufficient to permit 805Stats to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

e.         a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f.          a statement that the information in the Notification of Claimed Infringement is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

13.4      Designated Agent Contact Information. 805Stats’ designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:

Via Email:           Ron@805stats.com

Via U.S. Mail:     Legal Dept., Skoresheet, Inc. 50 Lake Eden Dr, Boynton Beach, FL 33435

13.5      Counter Notification. If you receive a notification from 805Stats that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide 805Stats with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to 805Stats’ Designated Agent through one of the methods identified in Section 13.4 above and include substantially the following information:

a.         a physical or electronic signature of the subscriber;

b.         identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

c.         a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

d.         the subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which 805Stats may be found, and that the subscriber will accept service of process from the person who provided notification under Section 13.3 above or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid Counter Notification under the Copyright Act.

13.6      Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to 805Stats in response to a Notification of Claimed Infringement, then 805Stats will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that 805Stats will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and 805Stats will replace the removed User Content or Feedback and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless 805Stats’ Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on 805Stats’ system or network.

13.7      False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [805Stats] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” 17 U.S.C. § 512(f). 805Stats reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

14.   Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time without prior notice; provided that we will endeavor to provide you with prior notice of any material changes. Please check these Terms periodically for changes. Modifications to these Terms are effective upon the later of publication or the specified effective date of such modifications, if any. Any use of the Service after such date will constitute your acceptance of such revised Terms. If any change to these Terms is not acceptable to you, then your sole remedy is to stop accessing, browsing, and otherwise using the Service. These Terms will govern any updates 805Stats provides to you that replace and/or supplement any portion of the Service, unless the update is accompanied by a separate license or revised Terms, in which case the terms of that license or revised Terms will govern. Notwithstanding the preceding sentences of this Section 14, no revisions to these Terms will apply to any dispute between you and 805Stats that arose prior to the effective date of such revision.

15.   Term, Termination and Modification of the Service

15.1      Term. These Terms are effective beginning when you accept the Terms or download, install, access, or use the Service, and ending when terminated as set forth in Section 15.2.

15.2      Termination. 805Stats may, at its sole discretion, suspend or terminate these Terms, your account on the Service, or your access to the Service at any time for any reason or no reason, with or without notice.

15.3      Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer have access to your account; (c) you must remit to 805Stats any unpaid amounts due prior to termination; and (d) upon termination of these Terms, all payment obligations accrued prior to termination and Sections 3, 7, 8.2, 9, 12, 15.3, and 16 through 21, will survive.

15.4      Modification of the Service. 805Stats reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever, to the fullest extent permitted by law, on account of any change to the Service or any suspension or termination of your access to or use of the Service.

16.   Indemnity. You are responsible for your use of the Service, and, to the fullest extent permitted by law, you will defend and indemnify 805Stats and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “805Stats Entities”) from and against every claim, liability, damage, loss, and expense, including without limitation reasonable attorneys’ fees and costs (“Claims”) brought by a third party arising out of or in connection with: (a) your use of the Service not in compliance with these Terms; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other proprietary, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those Claims. You will at all times have the option to participate in any matter or litigation, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.

17.   Disclaimers; No Warranties

THE PROVISIONS OF THIS SECTION 17 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

 

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. 805STATS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. 805STATS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF OR THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR 805Stats ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE 805Stats ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE AND YOUR DEALING WITH ANY OTHER USER. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE(S) USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THE MATERIALS OR CONTENT.

18.   Limitation of Liability

THE PROVISIONS OF THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

IN NO EVENT WILL THE 805STATS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY 805STATS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 20.4(iii), THE AGGREGATE LIABILITY OF THE 805STATS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO 805STATS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.   Third Party Disputes. 805STATS IS NOT AFFILIATED WITH ANY SERVICE PROVIDER, OR OTHER THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE 805STATS PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

20.   Dispute Resolution and Arbitration

20.1      Generally. In the interest of resolving disputes between you and 805Stats in the most expedient and cost effective manner, you and 805Stats agree that every dispute out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND 805STATS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND THAT THIS AGREEMENT WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

20.2      Exceptions. Despite the provisions of Subsection 20.1 above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (d) to file suit in a court of law to address an intellectual property infringement claim.

20.3      Arbitrator. Any arbitration between you and 805Stats will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting 805Stats. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

20.4      Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or email (“Notice”). 805Stats’ address for Notice is: Skoresheet, Inc., 50 Lake Eden Drive, Boynton Beach, FL 33435 or legal@805stats.com. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or 805Stats may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or 805Stats must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by 805Stats prior to selection of an arbitrator, then 805Stats will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by 805Stats in settlement of the dispute prior to the arbitrator’s award; or (iii) $15,000.

20.5      Fees. If you commence arbitration in accordance with these Terms, 805Stats will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Palm Beach County, Florida, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse 805Stats for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

20.6      No Class Actions. YOU AND 805STATS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and 805Stats agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

20.7      Modifications to this Arbitration Provision. Except as otherwise provided in these Terms, if 805Stats makes any future change to this arbitration provision, other than a change to 805Stats’ address for Notice, then you may reject the change by sending us written notice within 30 days of the change to 805Stats’ address for Notice, in which case your account with 805Stats will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will continue to govern any disputes between you and 805Stats.

20.8      Enforceability. If Subsection 20.6 above is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void.

21.   General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and 805Stats regarding your use of the Service. You agree that no joint venture, partnership, employment, or agency relationship exists between you and 805Stats as a result of these Terms or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually-implied, or other relationship is created between you and 805Stats other than pursuant to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms, including all of our rights hereunder, at any time without restriction, notice, or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

21.1      Governing Law. These Terms are governed by the laws of the State of Florida without regard to conflict of law principles. You and 805Stats submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Palm Beach County, Florida for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Florida, and, to the fullest extent permitted by law, we make no representation that Materials included in the Service are appropriate or available for use in other locations.

21.2      Privacy Policy. Please read the 805Stats [Privacy Policy] [MAKE LINK TO PRIVACY POLICY] carefully for information relating to our collection, use, storage, or disclosure of your personal information. The 805Stats Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

21.3      Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

21.4      Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

21.5      Contact Information. The Service is offered by Skoresheet, Inc., located at 50 Lake Eden Drive, Boynton Beach, FL 33435. You may contact us by sending correspondence to that address or by emailing us at support@805stats.com. You can access a copy of these Terms by clicking here: [INSERT LINK TO TERMS OF SERVICE]

21.6      Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S‑202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

22.   Notice Regarding Apple. This Section 22 only applies to the extent you are using our mobile application(s) on an iOS device. You acknowledge that these Terms are between you and 805Stats only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.