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END USER LICENSE AND SUBSCRIPTION AGREEMENT

(for Program Administrators)

PLEASE READ this agreement AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THIS WEBPAGE. By ACCEPTING THESE TERMS AND CONDITIONS (“Terms”), YOU ARE BOUND BY THE TERMS AND ANY AMENDMENTS THERETO AFTER THIS DATE.

These Terms create a legally-binding contract between you (“Program Administrator”) and US LACROSSE, INC., a Maryland nonprofit corporation (“USL”). USL is permitting Program Administrator to use and have administrative access to its League Management System (“LMS”) to organize and store information collected in connection with Program Administrator’s local lacrosse organization, and to allow the Program Administrator to share information with and streamline communications with Program Administrator’s local lacrosse organization. Program Administrator’s access to and use of the LMS are governed by these Terms. By accessing the LMS, Program Administrator is agreeing to these Terms, and agreeing to be bound by USL’s Terms of Use and Privacy Policy.

  1. LICENSE GRANT

  1. License Grant. Subject to these Terms, USL grants Program Administrator and Program Administrator accepts a worldwide, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to activate and use the LMS (the “License”).

  1. Restrictions on Use. Program Administrator will not, except as expressly allowed by these Terms: (i) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the LMS; (ii) knowingly send, “spoof,” “phish,” or send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the LMS; (iii) interfere with or disrupt the integrity or performance of the LMS; (iv) attempt to gain unauthorized access to the LMS; (v) use the LMS in violation of applicable law; (vi) violate these Terms; (vii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the LMS; (viii) modify or make derivative works based upon the LMS; (ix) reverse engineer the LMS; (x) remove any trademarks, copyrights or other notice from any materials copied or removed from the LMS; (xi) access others’ user accounts or information without permission; (xii) take any actions that would violate USL’s Terms of Use or Privacy Policy; or (xiii) misuse Data (as defined in Section 2.1(a)) it gains access to as the Program Administrator. Program Administrator is responsible for all activity occurring under Program Administrator’s user account and will abide by all applicable laws and regulations in connection with use of the LMS.

  1. User Eligibility. Program Administrator warrants and represents to USL that Program Administrator and any other users of the Program Administrator’s account are over the age of eighteen (18) and have the authority to agree to these Terms.

  1. License Fee. The fee for the LMS shall be included in the USL Annual Membership Fee. There shall be no separate license fee paid by Program Administrator pursuant to this Agreement.

  1. Intellectual Property. No license to any patents, designs, copyrights, trademarks, service marks, trade names, domain names, mask words, know-how and trade secrets, and all other intellectual property (“Intellectual Property”), express or implied, is granted by USL to Program Administrator under the License and these Terms. USL owns all right, title and interest, including all related Intellectual Property rights, in and related to the LMS.

  1. DATA

  1. Definitions (not limited to this Section).

  1. “Customer” means individuals affiliated with your local lacrosse organization who have agreed to these Terms and have signed up to use the LMS.

  1. “Data” shall mean the personal information, text, data, files, records, location information, images, photos, audio, video, and all other data, in any form, or communications transmitted, sent, or uploaded (i) to the LMS from US Lacrosse’s Member Login Portal when Program Administrator creates his/her/their LMS user account, including personal information of local lacrosse organization’s players (ii) by the Program Administrator and other members of the local lacrosse organization, (iii) manually by Program Administrator or any other authorized user of Program Administrator’s account; and (iv) by players or parents or guardians of players in connection with their use of the US Lacrosse Member Login Portal or the LMS.

  1. “US Lacrosse Member Login Portal” shall mean the member portal accessed by visiting www.uslacrosse.org.

  1. Data Ownership. Once uploaded to the LMS, Data shall remain the property of USL, and all Data will be maintained subject to the terms of US Lacrosse’s Privacy Policy. Program Administrator warrants and represents that the Data will be used for the sole purpose of operating the LMS on behalf of the local lacrosse organization and for purposes consistent with the purposes for which the data was collected or is maintained. Program Administrator represents and warrants that the necessary permissions and authorizations have been obtained to use, upload, access, and share, or take any action with regards to such Data. Program Administrator agrees that the Data shall be maintained as confidential, and shall not be disclosed, sold, traded, copied, distributed, transferred, disposed of, shared, published, or otherwise made available to any other parties except in connection with permitted use of the LMS.

  1. Program Administrator Responsibility. Program Administrator assumes all risks associated with uploading Data to the LMS. Program Administrator acknowledges that the LMS allows Program Administrator to share Data with third parties and other users. As such, Program Administrator acknowledges that Data may be copied and used by any third party or user. Program Administrator agrees that USL shall not be responsible or liable for any consequences arising or related to Program Administrator sharing or uploading of Data or from any other user’s access to the Data. Program Administrator alone is responsible for his/her/their Data and Data that is uploaded using Program Administrator’s account and Program Administrator alone is responsible for any loss or damage resulting therefrom, unless otherwise required by law.

  1. USL’s Use of Data. By agreeing to these Terms, Program Administrator consents to USL having the right to store, use, and disclose Data to third parties pursuant to these Terms, USL’s Terms of Use and Privacy Policy, as needed to provide Program Administrator access to the LMS, and for any other reason in compliance with applicable laws.

  1. TERM.

  1. Program Administrator’s License and use of the LMS is contingent upon Program Administrator agreeing to and using the LMS in accordance with these Terms, and Program Administrator’s agreement to USL’s Terms of Use and Privacy Policy.

  1. The License and these Terms shall continue in effect until Program Administrator deletes his/her/their LMS account, Program Administrator is no longer serving in the capacity as Program Administrator for the local lacrosse organization, or Customer’s membership is terminated for any reason. Notwithstanding the foregoing, USL has the right to terminate Program Administrator’s License and delete Program Administrator’s account for any reason at any time, in USL’s sole discretion. Program Administrator may terminate these Terms and the License at any time by deleting his/her/their account.

  1. Sections 1.2, 1.5, 2, 4, 5, and 8 shall survive any termination of the License.

  1. AUTHORIZATION TO CUSTOMIZE PLATFORM; LIMITATIONS ON ADVERTISING AND SPONSORSHIPS. Program Administrator is authorized to customize the local lacrosse organization’s platform within the LMS, which includes the ability to customize content, obtain direct sponsors for the local lacrosse organization, and permit such third party sponsors to advertise on the local lacrosse organization’s platform within the LMS. Use of USL’s LMS by a Program Administrator requires a strict adherence to the highest standards in advertising and marketing. Program Administrator’s brand messaging and positioning through the local lacrosse organization’s platform must be devoid of any copy (text) or images portraying, condoning or suggesting the following: racial bias or racial slurs of any kind, promotion of alcohol or illegal drug usage; religious intolerance; gender objectification; sexually-oriented content or sexual innuendo; excessive violence; illegal contact; on-field fighting; or retaliation. Should USL deem that any marketing and/or advertising materials viewable through the local lacrosse organization’s platform is in conflict with these principles, USL, in its sole and absolute discretion, may demand that Program Administrator remove the content, terminate the License granted hereunder, which will result in termination of the local lacrosse organization’s platform within the LMS, and/or take any additional steps as USL may determine as necessary in its sole and absolute discretion. USL has no affiliation or involvement with any content uploaded to the LMS by the Program Administrator or third party sponsors, and Program Administrator shall not make any claims, agreements, statements, or otherwise represent that USL is a party to said advertisement, sponsorship, or agreement. USL reserves the right to require that Program Administrator utilize a written disclaimer in connection with content uploaded to the local lacrosse organization’s platform.

  1. DISCLAIMER; LIMITATION OF LIABILITY

  1. Warranty Disclaimer. THE LMS IS MADE AVAILABLE TO USERS ON AN “AS IS” BASIS. PROGRAM ADMINISTRATOR’S USE OF THE LMS IS AT PROGRAM ADMINISTRATOR’S OWN DISCRETION AND USL MAKES NO CLAIMS OR PROMISES WITH RESPECT TO THE QUALITY, ACCURACY, AVAILABILITY, OR RELIABILITY OF THE LMS. USL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LMS, OR ITS CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY PROGRAM ADMINISTRATOR OR OTHER USER.

  1. Limitation of Liability. USL SHALL NOT BE LIABLE FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THESE TERMS OR THE OPERATION OR USE OF THE LMS INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, AND CLAIMS AGAINST CUSTOMER OR PROGRAM ADMINISTRATOR BY ANY THIRD PERSON; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY USL TO PERFORM ITS OBLIGATIONS UNDER THESE TERMS DUE TO ANY CAUSE BEYOND USL’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST USL MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. PROGRAM ADMINISTRATOR’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE LMS SHALL BE TERMINATION OF PROGRAM ADMINISTRATOR’S USE OF THE LMS. USL’S MAXIMUM AGGREGATE LIABILITY TO PROGRAM ADMINISTRATOR FOR ANY LOSSES OR DAMAGE SUFFERED FROM OR RELATING TO PROGRAM ADMINISTRATOR’S USE OF THE LMS SHALL BE EQUAL TO THE AMOUNT OF PROGRAM ADMINISTRATOR’S ANNUAL MEMBERSHIP FEE FOR THE CURRENT MEMBERSHIP YEAR FOR WHICH THE LMS IS BEING PROVIDED.

  1. INDEMNITY. Program Administrator by himself or herself, and on behalf of the local lacrosse organization, agrees to indemnify, defend, and hold harmless USL and its directors, officers, employees, affiliates, agents, vendors, volunteers, and representatives, and the officers, directors, employees, agents, and representatives of each of them against any and all costs, fees (including reasonable attorneys’ and expert fees), and liabilities from any claim or demand made by a third party arising out of or relating to (i) Program Administrator’s or any authorized user of Program Administrator’s account, access to or use or misuse of the LMS, (ii) Program Administrator’s violation of these Terms; and (iii) Program Administrator’s advertising and/or third party sponsorships in connection with the local lacrosse organization.

  1. HARDWARE AND SERVICE REQUIREMENTS. Program Administrator shall be solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communication services that allow Program Administrator to access and use the LMS and for all expenses related thereto (including applicable taxes). USL shall not be liable for any damages relating to Program Administrator’s inability to access the LMS. USL does not make any commitments with respect to use or performance of the LMS with specific Internet browsers.

  1. MISCELLANEOUS

  1. Waiver of Jury Trial. Program Administrator hereby waives trial by jury in any action or proceeding arising out of or in any way pertaining to the Terms. It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings. This waiver is knowingly, willingly, and voluntarily made by Program Administrator and Program Administrator hereby represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect.

  1. Attorneys’ Fees and Costs. In the event that legal proceedings are brought to enforce these Terms, the prevailing party shall be entitled to recover its attorneys’ fees (including appellate fees) and the reasonable costs incurred by it in connection with such a proceedings.

  1. Severability. Whenever possible each provision of these Terms will be interpreted so as to be fully effective and valid under applicable law. If any provision of these Terms is determined to be invalid, illegal or unenforceable in any respect as written, such provision will be automatically deleted only to the minimum extent necessary, without invalidating any other provision of the Terms.

  1. Waiver. Any failure by USL to insist upon strict compliance with any term, covenant or condition hereof will not be deemed to be a waiver of such term, covenant or condition, nor will the relinquishment of any right or power hereunder by USL at any one or more times be deemed a waiver or relinquishment of such right or power by USL at any other time or times.

  1. Assignment. Program Administrator may not assign his/her/their rights, interests, duties or obligations under this Agreement without the prior written consent of USL. Any assignment made without such written consent shall be void.

  1. Headings. The headings contained in these Terms are inserted for convenience only and do not constitute a part of these Terms.

  1. Complete Agreement. These Terms embody the complete agreement and understanding between the parties and supersedes and preempts any prior understandings, agreements or representations by the parties, written or oral, which may relate to the subject matter hereof. Notwithstanding the foregoing, Program Administrator and USL acknowledge that these Terms are subject to a separate USL Membership Agreement, including the Code of Conduct and Code and Ethics, as applicable, USL’s Terms of Use, and USL’s Privacy Policy, and to the extent reasonable, these Terms will be interpreted to avoid conflict with said agreements.

  1. Modifications. These Terms may be modified from USL from time to time in USL’s sole discretion. The revised Terms will be available within the LMS. Program Administrator should reexamine the Terms from time to time as the revised Terms will be binding on Program Administrator and all users of the LMS if Program Administrator and such users continue to access the LMS.

  1. Governing Law. These Terms shall be construed and governed by the laws of the State of Maryland without regard to conflict of laws principles. Program Administrator consents to, and waives any objection to, exclusive jurisdiction and venue in Maryland. Any action or proceeding seeking to enforce any provision of, or right arising out of, these Terms may only be brought by the Program Administrator in the courts of the State of Maryland or the United States District Court for the District of Maryland.

  1. Notices to USL. All notices to USL hereunder will be in writing. Any notice hereunder will be deemed duly given if it is sent by email or mail, and addressed to USL at:

US Lacrosse, Inc.

2 Loveton Circle

Sparks, MD 21152

E-mail address: info@uslacrosse.org

USL may change the address to which notices hereunder from time to time in USL’s sole discretion.

  1. Communications to Program Administrator. Program Administrator hereby agrees to receive electronic communications and notices from USL regarding these Terms and Program Administrator’s use of the LMS.

  1. USL Terms of Use and Privacy. USL’s Terms of Use and Privacy Policy can be found https://www.uslacrosse.org/about-us-lacrosse/terms-of-use

https://www.uslacrosse.org/about-us-lacrosse/privacy-policy

  1. . USL may modify this privacy policy in its sole discretion from time to time with notice to Program Administrator and Program Administrator’s continued use of the LMS after a modification to either policy will be considered acceptance thereof.

  1. Force Majeure. USL shall not be responsible for any delay or failure if such delay or failure arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, any governmental action, fires, floods, epidemics, pandemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, severe weather, and acts or omissions of subcontractors or third parties.

I ACCEPT THESE TERMS

OR

I DECLINE THESE TERMS UNDERSTANDING THAT DECLINING THESE TERMS MEANS I WILL NOT HAVE ACCESS TO THE LMS

Privacy Agreement

Group Benefit Agreement

Group Coach Benefit Agreement

 

 

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