NATIVE STUDENT ATHLETE PROSPECTS.

Terms of Use

Effective Date: June 1, 2018

IMPORTANT — THESE TERMS OF USE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“YOU”, “YOUR” OR “USER”) AND NATIVE STUDENT ATHLETE PROSPECTS. (HEREINAFTER “NATIVE STUDENT ATHLETE PROSPECT”,”NSAP”, “NSAPROSPECTS” “COMPANY,” “WE”, “US” OR “OUR”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR USE OF WWW.NSAPROSPECTS.COM AND ANY OTHER WEBSITE OWNED AND OPERATED BY COMPANY (THE “WEBSITE(S)”) AND COMPANY SERVICES, INCLUDING ANY SOFTWARE, INCLUDING COMPANY MOBILE APPLICATIONS (COLLECTIVELY, THE “APP(S)”), DEVELOPER PLATFORM OR OTHER SERVICES OFFERED BY COMPANY FROM TIME TO TIME AND OTHER SERVICES OFFERED THROUGH THIRD PARTIES INTEGRATING COMPANY FUNCTIONALITY (COLLECTIVELY, “SERVICE(S)”). WE RESERVE THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT OR TO MODIFY OR DISCONTINUE THE SERVICES OFFERED BY COMPANY AT ANY TIME. IF WE CHANGE THIS AGREEMENT, WE WILL GIVE YOU NOTICE BY POSTING THE REVISED AGREEMENT ON THE APPLICABLE WEBSITE(S) OR APP(S). THOSE CHANGES WILL GO INTO EFFECT ON THE EFFECTIVE DATE SHOWN IN THE REVISED AGREEMENT. PLEASE NOTE THAT THIS AGREEMENT IS INTENDED TO REPLACE AND SUPERSEDE THE “TEAM AGREEMENT” AND “ATHLETE AGREEMENT” THAT YOU MAY HAVE PREVIOUSLY ENTERED INTO. BY CONTINUING TO USE ANY WEBSITES OR SERVICES FROM COMPANY AFTER THE NEW EFFECTIVE DATE, YOU AGREE TO BE BOUND BY SUCH CHANGES.

 

1. INTRODUCTION

a. Purpose.

The mission of NSAP is to maximize opportunities for all athletes, sports teams, and team administrators. To achieve our mission, we make our Services available to help you, your contacts, and thousands of other coaches, administrators and athletes meet, exchange ideas, learn, find opportunities, and make decisions in a network of trusted relationships and groups.

b. Scope and Intent.

If you are using the Services on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If any individual is authorized by virtue of such individual’s relationship to, or permissions from, you, to access and use the Services, you agree that you shall be responsible for all of your actions and the actions of any such Users that you authorize and that you are responsible for all activities that occur under your account. Each User will be assigned a username and password for access to and use of the Services. NSAP reserves the right to change or update usernames and passwords in its sole discretion from time to time. You shall be responsible for ensuring the security and confidentiality of the usernames and passwords assigned by NSAP.

 

2. NSAP ACCEPTABLE USE POLICY

As a condition to access the Services, you agree to this Agreement and to strictly observe the following:

a. You agree to:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;

2. Provide accurate information to us and update it as necessary;

3. Review and comply with our Privacy Policy;

4. Review and comply with notices sent by NSAP concerning the Services; and

5. Use the Services in a professional manner.

b. You agree NOT to:

1. Act dishonestly or unprofessionally by engaging in unprofessional behavior or by posting inappropriate, inaccurate, or objectionable Content (as herein defined);

2. Publish inaccurate information in the designated fields on any profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;

3. Create a user profile for anyone other than a natural person;

4. Harass, abuse or harm another person, including sending unwelcomed communications to others using the site

5. Upload a profile image that is not your likeness;

6. Use or attempt to use another’s account without authorization, or create a false identity when using the Services;

7. Upload, post, email, transmit or otherwise make available or initiate any Content that:

a. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous qualifications, or your affiliations with a person or entity, past or present;

b. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

c. Adds to a content field content that is not intended for such field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by NSAP);

d. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

e. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

f. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (i) using invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (ii) using the Services to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (iii) sending messages to distribution lists, newsgroup aliases, or group aliases;

g. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of NATIVE STUDENT ATHLETE PROSPECTS or any User of the Services;

h. Forges headers or otherwise manipulates identifiers in order to disguise the origin of any communication transmitted through the Services;

8. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding Content posted by you) except as permitted in this Agreement or as expressly authorized by NSAP;

9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;

10. Utilize or copy information, content or any data you view on and/or obtain as part of the Services to provide any service that is competitive, in FieldLevel’s sole discretion, with the Services;

11. Imply or state, directly or indirectly, that you are affiliated with or endorsed by NSAPROSPECTS unless you have entered into a written agreement with NSAPROSPECTS certifying as such;

12. Adapt, modify or create derivative works based on the Services or technology underlying the Services, or other Users’ content, in whole or part, except as permitted;

13. Rent, lease, loan, trade, sell/re-sell access to the Services or any information therein, or the equivalent, in whole or part;

14. Sell, sponsor, or otherwise monetize a NSAP Group or any other service or functionality of the Services, without the express written permission of NSAP;

15. Remove any copyright, trademark or other proprietary rights notices contained in or on the Services, including those of NSAP or any of its licensors;

16. Remove, cover or otherwise obscure any form of advertisement included as part of the Services;

17. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained as part of the Services, except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

18. Share information of non-Users without their express consent;

19. Infringe or use NSAP’s brand, logos and/or trademarks, including, without limitation, using the word “NSAP”, “NSAPROSPECTS”, “NATIVE STUDENT ATHLETE PROSEPCTS” in any business name, email, or URL or including NSAP’s trademarks and logos except as expressly permitted by NSAP;

20. Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the websites;

21. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other activities through the Services, unless explicitly permitted by NSAP;

22. Access, via automated or manual means or processes, the Services for purposes of monitoring the availability, performance or functionality of the Services for any competitive purpose;

23. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services or any websites;

24. Attempt to or actually access the Services by any means other than through the interfaces provided by FieldLevel such as its mobile App or by navigating to www.NSAPROSPECTS.com using a web browser. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including the Services;

25. Attempt to or actually override any security component included in or underlying the Services;

26. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the infrastructure of the Services;

27. Interfere with or disrupt the Services, including, but not limited to, any servers or networks connected to the Services.

 

3. YOUR OBLIGATIONS

a. Applicable laws and this Agreement.

You agree to comply with all applicable laws and this Agreement, as the Agreement may be amended from time to time.

b. License and warranty for your submissions to NSAPROSPECTS.

You own the information, content and other materials (collectively “Content”) you provide NSAP under this Agreement or in your use of the Services, and may request its deletion at any time, unless you have shared such Content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant NSAP a nonexclusive, irrevocable, worldwide, perpetual, assignable, sublicenseable, fully paid up right to copy, prepare derivative works of, modify, distribute and otherwise use and commercialize the Content in any way that NSAP deems appropriate, without any further consent, notice and/or compensation to you or to any third parties. Any Content you submit to us is at your own risk of loss as noted in Sections 3 and 4 of this Agreement. By providing Content to us, you represent and warrant that you are entitled to submit the Content and grant NSAP the above rights to use that Content, that the Content is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility and you agree to keep your NSAP profile information accurate and updated.

c. Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 13 years of age or older; (2) are not currently restricted from using the Services, or not otherwise prohibited from having a NSAP account, (3) are not a competitor of NSAP or are not using the Services for reasons that are in competition with NSAP; (4) will only maintain one NSAP account at any given time; (5) have full power and authority to enter into this Agreement and that doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of NSAP, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

d. Sign-In Credentials.

You agree to: (1) Keep your password secure and confidential; (2) unless specifically authorized to do so, not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your NSAP account to another party; and (5) refrain from charging anyone for access to any portion of NSAPROSPECTS, or any information therein. To close your account, please visit NSAP’s customer service site.

e. Indemnification.

You agree to indemnify us and hold us harmless from all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, arising out of (1) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, (2) any Content you submit to the Services, and (3) any activity in which you or any Users that you authorize engage on or through the Services.

f. Payment.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“services”), you agree to pay the applicable fees for the Services (including, without limitation, periodic fees for premium accounts) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. Information regarding cancelling your Services can be found here. NSAP’s refund policy is explained here. You also acknowledge that NSAP’s Services are subject to this Agreement and any additional terms related to the provision of the Service (if any).

Any fees payable by you shall be considered solely in furtherance of your access to the Services. In no way are any fees paid considered payment for the sale, license, or use of any Company software. You must provide the Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or other payment account (such as PayPal) (collectively, “Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing the Company with your credit card number or other payment information, you agree that the Company is authorized to immediately invoice your account for all fees and charges due and payable to the Company hereunder and that no additional notice or consent is required. You agree to immediately notify the Company of any change in your billing address or the credit card or account used for payment hereunder. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the websites or by e-mail delivery to you.

If you subscribe on a monthly basis, your credit card will be automatically charged on or about the same date of each month. If you subscribe on a yearly basis, your credit card will be automatically charged on the same date of each year. If you wish to terminate your Services, simply visit your account page and cancel your membership.

Your subscription for Services will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period (i.e. monthly or annual), and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Company’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by visiting your account page and canceling your membership.

g. Notify us of acts contrary to the Agreement.

If you believe that you are entitled or obligated to act contrary to this Agreement under any applicable law or regulation, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

h. Notifications and Service Messages.

For purposes of service messages and notices about the Services to you, NSAP may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from NSAP to an email address associated with your account, even if we have other contact information. You also agree that NSAP may communicate with you through your NSAP account or through other means including email, mobile number, telephone, or delivery services including the postal service about your NSAP account or the Services. Please review your settings to control what kind of messages you receive from NSAP. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.

i. NSAP Applications.

NSAP may offer the Services through various Apps, including Apps built using NSAP’s platform, smart phone Apps, and NSAP’s “Share” buttons and other interactive plugins distributed on websites across the web. NSAP Apps are distinct from third party Platform Applications addressed in Section 5.B. If you use a NSAP App or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us. Further, by importing any of your NSAP data and Content through the App, you represent that you have authority to share the transferred data and Content with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your NSAP account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing NSAP through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for the services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of any End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time. If you elect to download any NSAP mobile App, the following also applies: NSAP grants you a personal, revocable, non-exclusive, non-transferable license (without a right to sublicense) to download, install and use a copy of the App on a single mobile device or computer that you own or control solely for your personal and professional use, subject at all times to this Agreement, including any restrictions on use, any acceptable use provisions and our right to remove your Content at our discretion at any time. Furthermore, with respect to any mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you agree to only use the App Store Sourced Application: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

Use of any App Store Sourced Application is also subject to the following: you acknowledge that the terms of this Agreement are between you and us and not with Apple or the App Store. As between Apple and us, we, and not Apple, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App Store Sourced Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by Apple, including for the App. The following applies to any App Store Sourced Application:

(1) Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(2) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(3) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.

(4) You and we acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

(5) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

(6) You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(7) Without limiting any other terms in this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

j. User-to-User Communication and Sharing.

NSAP may offer various forums where you can post your observations and comments on designated topics. NSAP also enables sharing of information by allowing Users to post updates, including links to news articles and other information to their profile and other parts of the website, such as NSAP School or Team Pages. By offering this feature, NSAP is merely acting as an intermediary and is not responsible and shall not be liable for such communications. NSAP coach members may be allowed to create NSAP School or Team Pages for free, however, NSAP may close or transfer NSAP School or Team Pages, or remove content from them if the content violates this Agreement or others’ intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Users, and NSAP cannot guarantee that other Users will not use the ideas and information that you share on NSAP. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any NSAP Group or elsewhere as part of the Services. NSAPROSPECTS IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY NSAP COMMUNITY FORUMS.

k. Privacy.

You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to NSAP, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any Content to us is voluntary on your part.

l. Export Control.

Your use of the Services, including any software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

m. Contributions to NSAP.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to NSAP through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) NSAP is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) NSAP shall have the perpetual right to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media, worldwide, without any further consent, notice and/or compensation to you or to any third parties; and (d) NSAP may have something similar to the Contributions already under consideration or in development.

 

4. YOUR RIGHTS

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of NSAP or its Users), view information and use the Services that we provide on NSAP websites and in accordance with this Agreement. Any other use of the Services contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from your use of the Services commercially unless expressly authorized by NSAP) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items, including any and all copies made of the NSAP websites. Notwithstanding anything herein to the contrary, NSAP may revoke any of the foregoing rights and/or your access to the Services, websites or Apps, or any part thereof, at any time without prior notice.

 

5. OUR RIGHTS AND OBLIGATIONS

a. Services Availability.

For as long as NSAP continues to offer the Services, NSAP shall provide and seek to update, improve and expand the Services. As a result, we allow you to access the Services as they may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or change and modify prices for all or part of the Services for you or for all our Users in our sole discretion. All of these changes shall be effective upon their posting on our website or by direct communication to you unless otherwise noted. NSAP further reserves the right to withhold, remove and or discard any Content available as part of your account, with or without notice if deemed by NSAP to be contrary to this Agreement. For avoidance of doubt, NSAP has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services.

b. Third Party Sites and Developers.

NSAP may include links to third party web sites (“Third Party Sites”) on www.NSAPROSPECTS.com, support.NSAPROSPECTS.com, and elsewhere. NSAP may also enable third party developers (“Platform Developers”) to create applications (“Platform Applications”) that provide features and functionality using data and developer tools made available by NSAP through its developer platform. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not. NSAP is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. NSAP also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application. Please note: If you allow a Platform Application or Third Party Site to authenticate to or connect with your NSAP account, that application or website can access information related to you and your connections. For additional information regarding Platform Developers and Platform Applications, please refer to FieldLevel’s Privacy Policy.

c. Disclosure of User Information.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of NSAP, our Users or the public. Disclosures of User information to third parties other than those required to provide customer support, administer this Agreement, or comply with legal requirements are addressed in the Privacy Policy.

d. Connections and Interactions with other Users.

You are solely responsible for your interactions with other Users. NSAP may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. NSAP reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if NSAP determines, in our sole discretion, that doing so is necessary or in our best interests.

 

6. DISCLAIMER

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON THE SERVICES, ANY INFORMATION THEREIN, OR THAT THE SERVICES WILL CONTINUE. WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. NSAPROSPECTS DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY NSAPROSPECTS OR ANYTHING RELATED TO THE SERVICES, YOU MAY CLOSE YOUR FIELDLEVEL ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 8 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. NSAP IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SERVICES TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED AS PART OF THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. NSAPROSPCTS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, NSAP DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. NSAP DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. NSAP DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, NSAP DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE NSAP WEBSITES OR SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

 

7. LIMITATION OF LIABILITY

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither NSAP nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“NSAP Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any Apps or any of the content or other materials on, accessed through or downloaded as part of the Services. This limitation of liability is part of the basis of the bargain between the parties and without it NSAP would not make the Services available to you. This limitation of liability shall:

a. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

b. Not apply to any damage that NSAP may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed in this Agreement.

c. Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

 

8. TERMINATION

a. Mutual rights of termination.

You may terminate this Agreement, for any or no reason, at any time, by visiting your account page and canceling your account or by providing notice to NSAP pursuant to Section 10.i. This notice will be effective upon NSAP processing your notice. NSAP may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified. For avoidance of doubt, only NSAP or the party paying for the Services may terminate your access to any Services. Termination of your NSAP account may include disabling your access to the Services and may also bar you from any future use of the Services.

b. Misuse of the Services.

NSAP may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect, abusing any NSAP messaging services; creating multiple or false profiles; using the Services commercially without NSAP’s authorization, infringing any intellectual property rights or any other behavior that NSAP, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, NSAP may terminate accounts of Users who, in NSAP’s sole discretion, are deemed to be infringers under the United States Copyright Act. Please see our Copyright Policy regarding how we respond to claims of copyright infringement involving materials appearing on our website or as part of the Services.

c. Effect of Termination.

Upon the termination of your NSAP account, you lose access to the Services. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement, except Sections 4 (“Your Rights”) and 5.a-b, and d (“Our Rights and Obligations”) hereof.

 

9. DISPUTE RESOLUTION

Before either party may seek arbitration as provided below, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and NSAP may attempt to resolve the claim or dispute informally. If you and the NSAP do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding as provided below.

Except as provided herein, you and NSAP agree that the parties will resolve any disputes through binding arbitration instead of through court proceedings. All controversies, claims, counterclaims, or other disputes arising between you and NSAP relating to the Services or this Agreement (each a “Legal Claim”) shall be submitted for binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”). If AAA is not available to arbitrate, the parties shall agree to select an available alternative dispute resolution provider (“ADR Provider”) and the rules of such provider shall govern all aspects of the arbitration. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, documents, or other evidence submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and NSAP must abide by the following rules: (a) the arbitration will be conducted solely based on written submissions; and (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Santa Clara County, California.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, NSAP will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you from seeking action by federal, state, or local government agencies. You and NSAP also have the right to bring qualifying claims in small claims court. In addition, you and NSAP retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.

Neither you nor NSAP may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Legal Claim. Legal Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or NSAP’s individual Legal Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section 9 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section 9 shall continue in full force and effect. No waiver of any provision of this Section 9 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section 9 will survive the termination of your relationship with NSAP.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION OR TO HAVE A TRIAL BY JURY, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES OR THE RULES OF AN ADR PROVIDER.

 

10. GENERAL TERMS

a. Severability.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

b. Language.

If NSAP has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with NSAP.

c. Entire Agreement.

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other NSAP services, third-party content or third party software.

d. Amendments to this Agreement.

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.fieldlevel.com or notifying you otherwise. For example, NSAP may present a banner on the website when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the website or Services. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 8 (Termination).

e. No informal waivers, agreements or representations.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by NSAPROSPECTS or any Affiliate (as defined below) shall be deemed legally binding, unless documented in a physical writing hand signed by a duly appointed officer of NSAP.

f. Beneficiaries.

Entities other than NSAP, LLC. but in which NSAP, LLC owns a 50% or greater ownership interest (“Affiliate”), are not parties, but are intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.

g. Assignment and Delegation.

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, NSAP, for any third party that assumes our rights and obligations under this Agreement.

h. Potential Other Rights and Obligations.

You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

i. Notices.

In addition to Section 3.h. (“Notifications and Service Messages”), we may notify you via postings on www.nsaprospects.com. You may contact us here or via mail or delivery service at: Native Student Athlete Prospects

 

11. COMPLAINTS REGARDING CONTENT POSTED ON THE NSAP WEBSITE

We built NSAP to maximize opportunities for athletes, sports teams, and team administrators. To further this purpose, we encourage our Users to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, NSAP provides a process for submission of complaints concerning content posted by our Users. Please see our Copyright Policy for more information or feel free to contact us as provided in the section above.