Terms and Conditions

Registered User Agreement 1. Introduction 1.1 This User Agreement (“Agreement”) governs your relationship with Tennis Anywhere (collectively “TA” or “us” or “our” or “we”) when you register on our Service as a User and establish a User account (“Account”). This Agreement incorporates by reference our General Terms. Our General Terms form the foundation upon which this Agreement is based. 1.2 Our General Terms apply to any User of our Service and represent the baseline minimal terms and conditions that must be agreed to in order to use our Service. Our General Terms and what is contained herein are collectively referred to as “this Agreement.” By registering as a User on our Service you agree to be bound by the entirety of this Agreement, which includes our General Terms. 1.3 BY CLICKING “I AGREE” YOU ARE ACCEPTING WHAT IS CONTAINED HEREIN AND YOU ARE ALSO ACCEPTING ALL THE TERMS AND CONDITIONS CONTAINED IN OUR GENERAL TERMS WHICH HAVE BEEN INCLUDED HEREIN BY REFERENCE. PLEASE READ OUR GENERAL TERMS CAREFULLY BEFORE PROCEEDING. 1.4 With respect to the acceptance of this Agreement “you” or “User” means you as an individual unless you are accepting this Agreement on behalf of your employer or other entity, in which case “you” or “User” means that employer or entity. 1.5 If a conflict of terms and conditions exists between our General Terms and this document then what is contained herein controls. 2. Definitions 2.1 Operational a. Account: means the method by which a User gains access to our Service in order to participate in groups, sponsor events, place advertisements, purchase Offerings or otherwise interact with our Service. b. Classifieds: means content supplied by a User to our Service which can be used to promote a User’s goods or services. c. Fees: means amounts charged by our Service, denominated in U.S. dollars (“USD”), for sponsoring groups, placing Ads, and paying other Offerings. TA, in its sole discretion, determines which Offerings require Fees. Service Offerings that require Fees may change from time to time without notice. d. Offerings: means goods or Service functionality that TA makes available to Users except for Classifieds. e. Payment Method: means a credit card, debit card or other form of payment accepted by our Payment Processor. f. Payments: means financial transactions wherein a User pays TA for Offerings on our Service through our Payment Processor. g. Payment Processor: means the third party entity that TA uses to process a User’s purchase of Offerings. h. Registration: means the process that TA provides for establishing an Account on our Service and thereby becoming a Registered User (“User”). i. Service: means TA’s products, software, processes, services, website and servers, all of which collectively constitute functionality for tennis and/or other sports aficionados to coordinate pick-up games, sponsor events with players at similar skill levels, and purchase Offerings. j. User: means the person or entity that registered on our Service. 2.2 Intellectual Property & Confidentiality a. Confidential Information: means any written information or information that is stored by electronic means which (i) relates to this Agreement, (ii) is received by one of the parties from the other and (iii) is marked “Confidential,” “Proprietary” or bears a marking of like import or which the Disclosing Party states in writing at the time of transmittal to, or receipt by, the Receiving Party is to be considered confidential. b. Disclosing Party: means the party providing Confidential Information. c. Intellectual Property Rights: means all rights of design and authorship, all copyrights, all trademark and service mark rights, all patent rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any type. d. Moral Rights: means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty. e. Receiving Party: means the party receiving confidential information. f. Trade Secret: means any oral, written, or documentary information or information that is stored by electronic means that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 3. Registering on our Service 3.1 You acknowledge and agree that your access to the functionality provided by our Service is subject to your continued compliance with the terms and conditions of this Agreement. 3.2 You acknowledge and agree that you shall only register a single Account on our Service, unless otherwise agreed to in writing by TA. TA may terminate this Agreement immediately, as provided for herein, should a User attempt to register more than one Account. 3.3 You represent and warrant that: (a) all of the information provided by you to TA during Registration on our Service is correct and current; (b) you are the owner or licensor of all Intellectual Property Rights pertaining to Classifieds and/or any User Content (collectively “Content”) submitted to our Service or you are legally authorized to act on behalf of the owner or licensor of such Content for the purposes of this Agreement and the Service; and (c) you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of a User hereunder. 4. Classifieds Implementation and Operation 4.1 You agree to comply with the specifications provided by TA from time to time to enable proper delivery, display, tracking, and reporting of Classifieds, including the guidelines provided in this Agreement. 4.2 You agree not to engage in the following activities on our Service: a) affiliate marketing; b) automated posting; c) allowing third parties to engage in posting; d) uploading Classifieds that are pornographic, sexually explicit, or indecent; or e) flagging content on your behalf. Any such conduct may result in TA terminating this Agreement and restricting you from further access to our Service. 4.3 You acknowledge and agree that TA controls the timing and placement of Classifieds on our Service in its sole discretion. TA does not guarantee that your Classifieds will be displayed at the times and for the duration specified however, TA may make allowances if it does not meet the requirements of the specified times. 4.4 You acknowledge and agree that TA is not a party to any transaction, communication, interaction, dispute or representation that may occur between a User and any other User concerning Classifieds, and the product(s) or service(s) contained therein, or concerning any other matter whatsoever. You further acknowledge and agree that: a) Users are required to perform the due diligence necessary to transact and interact with other Users; and b) TA will not participate in the resolution of disputes between Users. You agree to indemnify and hold TA harmless, as provided for in our General Terms, for any business you may conduct or fail to conduct with another TA User. 5. Responsibility for Classifieds and User Content 5.1 You acknowledge and agree that you are solely responsible for the creation of Classifieds and for ensuring that you have not violated any third party Intellectual Property Rights contain therein. TA shall have no responsibility for the creative pertaining to said Classifieds. 5.2 TA has the right, but not the obligation, to regulate and monitor your Classifieds and your User Content and to regulate and monitor conduct by any User, for the purpose of enforcing this Agreement. TA may, in its sole discretion and without notice, start, stop, or modify any regulation, monitoring or enforcement measures at any time. TA’s action or inaction to regulate and monitor Classifieds, User Content, and User conduct, or to enforce or not enforce violations does not waive TA’s right to regulate and monitor similar actions in the future, in its sole discretion. 5.3 You acknowledge and agree that any action or inaction by TA, or any of its consultants, agents or representatives regarding activities pertaining to regulation, monitoring, and enforcement consistent with this Agreement, is undertaken voluntarily and in good faith, and you expressly agree that neither TA nor any of its consultants, agents or representatives shall be liable to you, or anyone else, for any action or inaction regarding our activities pertaining to regulation, monitoring, and enforcement consistent with this Agreement. 5.4 TA reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to, any violations of applicable law, or any engagement in any activity prohibited by this Agreement. 6. Restricted Uses and License Agreement 6.1 You shall not, and shall not authorize any party to: (a) use any automated means or form of scraping or data extraction to access, query or otherwise collect TA content or advertising related information from our Service, except as expressly permitted by TA; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice regarding your use of our Service. 6.2 You assert that you hold all Intellectual Property Rights and Moral Rights in your Classified and other User Content. You hereby grant to TA a nonexclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, and fully paid license to all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in your Classified and User Content, which may be needed by TA to operate our Service (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of your Classified and other User Content) in connection with this Agreement. 7. Representations 7.1 You represent and warrant that: (a) all information in your Account is complete, correct and current; and (b) you will maintain the currency of the information in your Account when events occur that may alter its validity. 7.2 You represent and warrant that you have read our Privacy Policy and are informed with respect to the use of your personal and non-personal information that TA may make in connection with our Service. 8. Confidentiality 8.1 Either party to this Agreement may, in the course of fulfilling its terms, need to disclose information to the other party that is proprietary or confidential. 8.2 The terms Confidential Information and Trade Secrets do not include information that: (i) is already known to the Receiving Party as evidenced by prior documentation thereof; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other agreement; or (iv) is approved for release by written authorization of the Disclosing Party. 8.3 The Receiving Party shall not disclose to others, or use for any purpose of its own, any Confidential Information, financial or business data, technical data, or other confidential or proprietary information obtained from the Disclosing Party, or from an affiliated entity of the Disclosing Party, as a result of work done pursuant to this Agreement, or generated or developed in the performance of work under this Agreement. 8.4 The Receiving Party agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any time during or after the term of this Agreement or until such Trade Secrets lose their status as such by becoming generally available to the public by independent discovery, development, or publication. 8.5 The covenants regarding Confidential Information and Trade Secrets will apply to any Confidential Information or Trade Secrets disclosed to the Receiving Party by the Disclosing Party before or after the date of this Agreement and remain in full force and effect after termination of this Agreement. 9. Term and Duration 9.1 The term of this Agreement shall commence on the date a User first accepts this Agreement, or accepts a modified Agreement, as provided for in our General Terms. This Agreement will remain in full force and effect until it is terminated by either party as provided for therein. 9.2 User acknowledges and agrees that each purchase of an Offering on our Service is a separately enforceable addendum to this Agreement and shall survive the termination of this Agreement to the extent that the transaction has not yet completed. 9.3 User acknowledges and agrees that the mutual obligations to maintain Trade Secrets and Confidential Information are in effect in perpetuity or to the extent allowed by applicable law. 10. Termination 10.1 Either party may terminate this Agreement as provided for in this Section. A User may disable or stop displaying Classifieds on our Service at any time by providing notice to support@tennisanywhere.net. 10.2 A User may terminate this Agreement, with or without cause, at any time by taking the steps above regarding the removal of a User’s Classifieds if any, and by sending written notice of the User’s intent to cancel his, her or its participation on our Service. This Agreement will be deemed terminated within three (3) business days of TA’s receipt of a User’s notice. 10.3 TA may, at any time in its sole discretion, terminate all or part of a User’s participation on our Service, terminate this Agreement, or suspend your Account, for any reason or no reason. 10.4 As a Registered User, you acknowledge and agree that once this Agreement has been terminated, your Account will no longer be valid on our Service and you will be allowed no further access to our Service. 10.5 Upon termination of this Agreement for any reason, Sections 4.4, 11, 12, 13, 14, 15 and 17 shall survive termination. Further, all clauses in this Agreement that have been expressly designated as surviving termination shall do so, notwithstanding the fact that said clauses were not enumerated in this paragraph. 11. Payments 11.1 You acknowledge and agree that Payments due TA must be paid according to the terms and conditions contained herein. TA may charge Fees for Classifieds or other Service Offerings. You are responsible to TA for said Fees and authorize TA, or TA’s Payment Processor, to charge your specified Payment Method for such Fees. 11.2 You acknowledge and agree that any applicable sales or other taxes are additional to TA’s stated Fees and therefore, you will compensate TA for the Fees and all applicable taxes. You further acknowledge and agree that except as required by law, all Payments are nonrefundable, including, without limitation, in situations where Classifieds are removed by TA. 12. Sports Waiver 12.1 TA does not generally manage, supervise or otherwise control any sporting events that a User schedules and/or participates in as a result of using our Service. Therefore, TA DOES NOT ASSUME ANY LIABILITY FOR INJURY TO INDIVIDUALS OR DAMAGES TO PROPERTY, EVEN FOR EVENTS AND OTHER ACTIVITIES THAT TA DOES SPONSOR, MANAGE OR SUPERVISE. 12.2 User acknowledges and agrees that participation in sports may involve increased risk of personal injury. User hereby acknowledges that participation in sports may involve exposure to heightened risks of injury, minor to serious, including permanent paralysis and death. While particular rules, equipment, and personal discipline may reduce this risk, the risk of serious injury does exist. 12.3 User acknowledges and agrees that these types of injuries may result from User’s own actions or inactions, and those of others, or a combination of both. User willingly agrees to comply with the stated and customary terms and conditions for participation, none of which are under TA’s control. If, however, a User observes any unusual significant hazard during User’s presence or participation, User agrees to stop participation and bring such hazard to the attention of other participants immediately. 12.4 User acknowledges and agrees that in consideration for voluntary participation in the activities and programs that are made available by Users on TA’s Service, including the Payment of any required Fee, User assumes the risk for harm or injuries caused by such participation. User hereby waives, releases and forever discharges TA and its agents, representatives, executors other participants, sponsoring agencies, sponsors, advertisers, and if applicable, owners and lessors of premises from any and all responsibilities or liability for injuries or damages resulting from my participation in any activities made available on TA’s Service. This includes but is not limited to: pick-up games, round robins, clinics, drills, competitions, meetings, parties, and social events, 12.5 USER KNOWINGLY AND FREELY ASSUMES ALL SUCH RISKS, both known and unknown. User understands that User should have sufficient medical insurance coverage, whether on a personal or family basis and assumes full responsibility for User’s participation in any event made available through our Service. 12.6 IT IS RECOMMENDED THAT USER CONSULTS WITH A PHYSICIAN PRIOR TO PARTICIPATING IN PHYSICAL ACTIVITY. 13. No Warranty or Guarantee 13.1 TA MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO CLASSIFIEDS, LINKS, TA CONTENT AND OTHER FEATURES AND FUNCTIONS PROVIDED BY OUR SERVICE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT CLASSIFIEDS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-TA CONTENT, TA SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH CLASSIFIEDS. 13.2 TA MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OF CLASSIFIEDS, OR THE TIMING OF DELIVERY OF SUCH IMPRESSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, TA DISCLAIMS ALL GUARANTEES REGARDING POSITIONING, LEVELS, QUALITY, OR TIMING OF: (I) CLASSIFIED REVIEW RATES; (II) AVAILABILITY AND DELIVERY OF ANY AD IMPRESSIONS ON OUR SERVICE; (III) CONVERSIONS OR OTHER RESULTS FOR ANY CLASSIFIEDS; (IV) THE ACCURACY OF OUR SERVICE USAGE INFORMATION (E.G. REACH, SIZE OF AUDIENCE, DEMOGRAPHICS OR OTHER PURPORTED CHARACTERISTICS OF AUDIENCE); AND (V) THE ADJACENCY OR PLACEMENT OF CLASSIFIEDS WITHIN OUR SERVICE. 13.3 IN ADDITION, FOR THE AVOIDANCE OF DOUBT, TA DOES NOT GUARANTEE THE SERVICE WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME: (I) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS; (II) CAUSED BY ANY FAILURES OF A USER’S EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES; (III) FOR PREVIOUSLY SCHEDULED MAINTENANCE; OR (IV) RELATING TO EVENTS BEYOND TA’S (OR ITS WHOLLY OWNED SUBSIDIARIES’) CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS IN INTERNET SERVICES TO AN AREA WHERE TA (OR ITS WHOLLY OWNED SUBSIDIARIES) OR OUR SERVERS ARE LOCATED OR CO-LOCATED. 14. Limitations of Liability 14.1 EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR A REGISTERED USER’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO OUR SERVICE, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (II) TA'S AGGREGATE LIABILITY TO A REGISTERED USER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY REGISTERED USER TO TA DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS LESS. 14.2 EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 15. TA’s Rights 15.1 User acknowledges that TA owns all right, title and interest, including without limitation, all Intellectual Property Rights and Moral Rights, in and to our Service (excluding intellectual property licensed from third parties), and that a User shall not acquire any right, title, or interest in or to same. 15.2 A User shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any TA intellectual property including, but not limited to, content, software, and/or documentation. 15.3 A User shall not create or attempt to create a substitute or similar Service through use of, or access to, TA’s proprietary information. A User shall not remove, obscure, or alter TA's copyright notice or other proprietary rights notices affixed to or contained within any TA content, software, or documentation. 15.4 TA may retain and use, subject to the terms of TA’s Privacy Policy, and what is contained in this Section, all information a User provides to our Service including, but not limited to, all information provided by a User during Registration. 16. Severance and Waiver 16. 1 User acknowledges and agrees that if any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Furthermore, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision. 16.2 TA’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by TA. 17. Independent Contractor Neither party nor any of its personnel shall be considered as an agent or employee of the other party. It is understood and agreed that TA is an independent contractor with respect to our Service and that TA shall have full control over, and responsibility for, the manner and means by which our Service is delivered to our Users. 18. Force Majeure Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, war, terrorism, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labor dispute, or any other occurrence beyond the reasonable control of such party. 19. Notices All notices hereunder (other than payment) shall be in writing and delivered personally or sent via facsimile, by certified mail, return receipt requested, email (confirmation requested) or by a reputable courier service to the address of the principal place of business of the party to be notified or to the address provided to our Service during registration, if no principal place of business can be determined.