1. GENERAL SOFTWARE LICENSE
This web-based application and related software (herein after referred to as "Software") is a proprietary product of DigitalSports, Inc., (herein after referred to as "DigitalSports") and is protected by copyright laws. This license agreement (herein after referred to as "Agreement") defines the ways in which you (“Licensee”) can use BoosterClub360 (herein after referred to as the “Software”).
1.1 Nature of Licensee Website License granted by this agreement is for Licensee to utilize features of BoosterClub360, powered by the DigitalSports system. BoosterClub360 and the DigitalSports system are primarily Ad Supported Websites. License fee herein incorporated enables licensee to use certain features of the website, and enables the support and improvement of those features. Licensee, by using the software, recognizes DigitalSports’ right to sell and place advertising across the DigitalSports system, including BoosterClub360 web properties and properties licensed by Licensee.
1.2 General License Grant Subject to your signed authorization, receipt of all necessary information, payment in full of the purchase price, and continued proper use of the system, DigitalSports grants to you the nonexclusive right to use the Software for your Booster Club or organizational use. You may not assign your right to use the Software or content to any third party. DigitalSports reserves the rights to suspend, revoke or terminate your license to use the software if you abuse your rights of proper use of the software, and/or violate any of DigitalSports standards for appropriate content and/or use of the system. See Section 5 of this License Agreement for termination procedures.
1.3 Copyright Ownership of the legal rights contained in the Software remains solely with DigitalSports. These may include trade secret, trademark, copyright, patent, international treaty and other rights as applicable. You may not sublicense, disassemble, create derivative works, or include portions of the Software in other software programs or works.
1.4 Other Restrictions During the term of this Agreement, DigitalSports shall adopt and enforce such internal policies, procedures and monitoring mechanisms as are necessary to ensure that the Software is used only in accordance with the terms of this Agreement.
1.5 User Infringement Liability You may be held legally responsible for any infringement that is caused or encouraged by your failure to comply with the licensing provisions of this Agreement. Upon purchase of the DigitalSports Software, legal actions from DigitalSports can be directed towards you if you do not comply with the license agreement.
2. DISCLAIMERS AND WARRANTY INFORMATION
2.1 No Warranty UNLESS EXPRESSLY PROVIDED OTHERWISE IN A SEPARATE AGREEMENT BETWEEN YOU AND DIGITALSPORTS ALL INFORMATION AND SOFTWARE ON AND FROM THIS SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DIGITALSPORTS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION OR SOFTWARE OR OTHER DOCUMENTS AT, REFERENCED BY, OR LINKED TO THIS SITE. YOU ASSUME THE ENTIRE RISK FOR THE RESULTS AND PERFORMANCE OF THE SOFTWARE. ANY REFERENCES TO CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2.2 No Liability for Damages IN NO EVENT SHALL DIGITALSPORTS OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR ANY ACCOMPANYING WRITTEN MATERIALS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF OTHER MATERIALS, LOSS OF PROFITS, BUSINESS OR OTHER WORK INTERRUPTION, OR ANY OTHER PECUNIARY LOSSES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE INFORMATION, SOFTWARE OR OTHER MATERIALS OBTAINED FROM USING THIS SOFTWARE OR FROM THE PERFORMANCE OR LACK OF PERFORMANCE OF THIS SOFTWARE.
2.3 No Liability for Errors or Obligation to Update DIGITALSPORTS SOFTWARE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW OF THE SOFTWARE AT DIGITALSPORTS’ SOLE DISCRETION. DIGITALSPORTS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SOFTWARE AND ANY OTHER PRODUCT(S) OR PROGRAM(S) DESCRIBED ON OUR SITE AT ANY TIME. DIGITALSPORTS HAS NO OBLIGATION TO NOTIFY YOU OF ANY CHANGES OF THE SOFTWARE OR ANY OTHER PRODUCTS OR PROGRAMS.
3. CUSTOMER REMEDIES
In no event shall DigitalSports’ total liability to you for all damages, losses, and causes of action arising from or connected in any way with this Agreement (including without limitation liability in contract, tort or under any other legal theory) ever exceed the INITIAL amount paid by you for the Software. INITIAL amount is defined as the payment to purchase the Software license only and DOES NOT include other fees incurred thereafter. This shall constitute your sole and exclusive remedy.
4. FEES AND PAYMENT
4.1. Fees and Payment Obligation Please carefully review and consider the license fee and price list before agreeing to / purchasing the license to the software covered by this Agreement. DigitalSports reserves the right to change our prices at any time. We will post all price changes on our site. Your acceptance of this Agreement indicates consent to the published prices. By accepting this Agreement, You consent to pay all fees and costs that you incur. Failure to pay timely and in full constitutes a material breach of this Agreement.
4.2 Transaction Processing End Consumers who use BoosterClub360 transaction processing for membership or other transactions and pay online will see the charge reflected on their credit/debit card statement as “BoosterClub360”. Customers will be notified of this at time of purchase. All transactions subject to BoosterClub360 Refund and Chargeback Policy. Licensee agrees to be responsible for any refund requests. Chargeback fees, if any, will be charged to Licensee. Transaction Fees subject to change – DigitalSports reserves the right to modify transaction fees. All fees will be paid to licensee monthly, and will be issued by the 15th of the following month.
4.3 Advertising Inventory DigitalSports retains the sole right and discretion on the utilization of ad inventory. All ad inventory remains the sole property of DigitalSports. DigitalSports will make available to licensee 50% of Leaderboard and Box Seat ad inventory throughout the licensee’s BoosterClub360 web property as well as associated team and/or activity pages. Upon payment of the appropriate fee for each ad position, Licensee will be granted a license to sell the corresponding ad space at a rate/sponsorship fee that Licensee may determine. Fees quoted in this order form are good until July 31, 2009. Fees for ad inventory are determined by DigitalSports annually, and are subject to change on a fiscal year ending July 31 of each year (a “school year”).
4.4 License Renewal 3 years after the initial software purchase date, a Software License renewal fee (posted on the website and subject to change without notice) may be issued for continued use of the Software for an additional term. Your license will need to be renewed on regular basis in order to continue using it for terms thereafter. Failure to renew will result in termination of your license and login privileges.
4.5 Refunds ASP license refunds are based on Software failure, NOT computer issues or lack of features. Refunds CANNOT be issued in cases where your computer does not have the appropriate web browser, add-in software, or other applications properly installed. DigitalSports will determine if a refund is necessary based on individual situations.
5. APPROPRIATE CONTENT
5.1 Representations and Warranties: By submitting content (articles, photos, and/or videos) to the website, you represent and warrant that: (i) You are the sole owner of all rights to the content. (ii) The content does not violate any copyright, trademark, trade secret or any other personal or proprietary rights of any third party. (iii) You have all necessary permissions from all participants, if any, appearing in the content, and you are not, and will not be, violating your obligations or any rights of any third party by submitting the content. (iv) You grant DigitalSports the irrevocable right to distribute the content, in whole, or in part, to any of our third-party content partners for distribution to their audiences and to the public. This includes, but is not limited to distribution in online (internet) or offline vehicles such as printed publications, internal promotions, and television broadcasts. (v) DigitalSports shall have the right to review content for quality, relevancy, authenticity and appropriateness. We reserve the right to remove, and selectively distribute content for any reason at any time.
5.2 Limitation of Liability DigitalSports shall not be liable to you or any third parties for any direct, indirect, special, consequential, punitive damages or any damages whatsoever, even if advised of the possibility of such damages, allegedly sustained or arising out of the content submission, your use or reliance on the BoosterClub360 website or any of the information or materials available in connection with BoosterClub360, regardless of the type of claim or the nature of the cause of action.
6. TERMINATION
This Agreement is effective IMMEDIATELY upon your signature and payment in full of any applicable license fees. Unless sooner terminated by DigitalSports, any license granted by this Agreement terminates in accordance with the method and timeframes specified in Section 1.2 of this Agreement. Without prejudice to any other rights, DigitalSports may suspend, revoke, or terminate this Agreement if you fail to comply with any of its provisions. DigitalSports reserves the right to terminate this license agreement at any time without notice for any organization that is not recognized, or which loses the official recognition of their associated school.
7. LAW
This License Agreement shall be construed, interpreted and governed by the laws of the State of Maryland without regard to conflicts of laws provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Howard County, Maryland, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. DigitalSports has the right to modify this agreement with each new release of the Software. You have the right to waiver the modifications and opt to abide by the previous Agreement and choose not to accept the new Software release and the modified Agreement. If a court of competent jurisdiction finds any part of this License Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.