THE APPLICATION (AS DEFINED BELOW) YOU ARE DOWNLOADING OR HAVE ACCESS REMOTELY TO THROUGH THE INTERNET HAS BEEN PROVIDED BY N-LITE PERFORMANCE INC. INC. OR ITS AFFILIATES OR LICENSORS (COLLECTIVELY, “N-LITE PERFORMANCE” “Us” or “We”). BY INSTALLING, ACCESSING OR USING ALL OR ANY PORTION OF THE APPLICATION AND SERVICES, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). WHEN WE SAY “YOU” (“You” “Your” or “Users”) THIS INCLUDES SPORTS TEAM ORGANIZATIONS, BUSINESS OWNERS, SPORTS CLUB TEAMS, PROFESSIONAL SPORTS TEAMS, SPORTING ACADEMIES AND THEIR EMPLOYEES, SPORTS COACHES AND TRAINERS AND ATHLETES/PLAYERS WHOSE PERSONAL INFORMATION IS BEING UPLOADED BY USERS TO THE APPLICATION OR SERVICES. WHEN WE REFER TO ‘YOU” “YOUR” AND “YOUR DATA”, WE ARE REFERRING TO THE PERSONAL INFORMATION AND DATA OF ATHLETES/PLAYERS THAT IS BEING UPLOADED BY YOU AND USERS ONTO THE APPLICATION OR SERVICES. BY CLICKING “ACCEPT” YOU HAVE CONSENTED TO THE USE OF SUCH PERSONAL INFORMATION AND DATA ABOUT YOU ON THE APPLICATION AND SERVICES.
The N-LITE Services are for users who are 13 years of age or older and reside in the United States, to the maximum extent permissible under applicable law, consent to use the N-LITE Services in accordance with U.S. laws and these Terms of Use. If we have actual knowledge that you are under the age of 13 (or the minimum age at which a person may use the Services in your state without parental consent, if greater), we will cease providing the Services to you and delete your account and your data. We may offer additional Services with additional terms that may require you to be even older to use them.
If you are a parent or guardian and believe your child under 13 has provided us with personal information without your consent please contact N-LITE at: info@nlitesports.com.
Information regarding providers of such protections is available at the Electronic Frontier Foundation website, http://www.eff.org. If you are under 13 years of age, you must immediately discontinue use or make no further use of the N-LITE Services. Some of the features of the N-LITE Services are location-based services, so in order to access these you will be required to turn-on your location settings within your device. If you do not turn on these settings, you will not be able to access or use some of the N-LITE Services. Your location will be tracked and treated in accordance with our Privacy Policy.
N-LITE without any liability to you and in its sole discretion may suspend your Account at any time and require proof that you meet any eligibility criteria under these Terms of Use. Failure to comply and/or provide proof, will result in the closure of your Account without any further liability on the part of N-LITE (including refunds of any monies held within your Account).
UPON ACCEPTANCE OF THIS AGREEMENT YOU AGREE THAT OTHER USERS OF THE SERVICES AND APPLICATION MAY SHARE YOU PERSONAL CONTACT INFORMATION, INCLUDING TELEPHONE NUMBER AND EMAIL ADDRESS WITH OTHER USERS OR THIRD PARTIES ONLY WITH YOUR CONSENT.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS.
UPON ACCEPTANCE, THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY ENTITY THAT OBTAINED THE APPLICATION AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION. ACCORDINGLY, YOU AND N-LITE PERFORMANCE INC. AGREE TO THE FOLLOWING:
“YOUR DATA” means all electronic data or personal information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from your use or a third party vendors (defined below) use of the Application and Services regardless of whether or not the Data is owned by You during the time you use the Application and Services with your Data going through the N-LITE Services for processing, with the outputs and modifications from your Data being obtained from such processing. Your Data may include information that is inputted by you or by a third party vendor into the Application and Services including birth dates, social security numbers and personally identifiable information (PII) including but not limited to information about your allergies or medications that you are taking. All of your Data has been designed, created and provided solely by you without the participation or involvement of N-LITE. You are responsible for any actions you take with respect to Your Data, including uploading it to the Application and Services or using the Application and Services to share or otherwise make available your Data to third party vendors. You are responsible for ensuring that you have all the rights and permissions needed for both you, N-LITE and third party vendors to use your Data in connection with the Application and Services and to enable third party vendors to upload or use your Data related to the Services and Application and to permit N-LITE to maintain and process all of your Data. N-LITE shall not be liable to You or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any of Your Data that is entered into the Application and Services by You or by an entity such as a third party vendor on your behalf. You acknowledge that N-LITE will rely on the accuracy of your Data provided to by you to Third Party Vendors as it performs its requested functions under this Agreement. You acknowledge that you own all of the Data or have all rights to grant such licenses to N-LITE and other users including third party vendors to use your Data in furtherance of providing the Application and Services without infringement or violation of any third party rights. N-LITE provides no warranties, representations or indemnification to you for your access to, and use of your Data. You consent to N-LITE to using your Data when integrating with third party Application and Services providers to perform Services on N-LITE’s behalf relating to the functionality of the Application and Services. You shall retain ownership rights to all of your Data processed under the terms of this Agreement.
You grant a revocable license and consent to N-LITE to store and process your Data and use your Data that you upload to the Application or Services or provide to third party vendors that is uploaded to the Application or Services or that we may collect about you through the Services or Application, in compliance with Our Privacy Policy. You grant a revocable license and consent to users including third party vendors using your Data in conjunction with their use of the Services or Application. You also consent to N-LITE to use your Data that may include personally identifiable information containing social security numbers and credit card information. We will only use such data with our partners or service providers who perform functions to enable N-LITE to provide its Services.
You agree that N-LITE Performance Inc. may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Application.
You grant N-LITE a revocable license to use Your Data to train N-LITE’s Artificial Intelligence (AI) Models.
You acknowledge and agree that N-LITE shall have the right to use any data collected or created by You in your use of the Services or Application related to publishing, disclosing or sharing combined data and information from many Users with our partners in order to help our partners market and sell our Products pursuant to written agreements with confidentiality, privacy and security obligations. All such information includes data derived from personal information in aggregated, anonymous form and does not identify You individually.
You give consent to N-LITE Performance Inc. to disclose, sell or share with any of our affiliated companies or our partners any aggregated, anonymized information about you that does not identify you individually, without restriction as explained in our Privacy Policy.
You consent to other Users including third party vendors who have signed an agreement with N-LITE Performance Inc. to access the Application or Services to post or upload pictures or videos of you revealing your identity onto the Application or Services. You consent to Users who have signed an agreement with N-LITE Performance Inc. to access the Application or Services to use the Application or Services to collect and internally use your data and/or personal information to track and measure your performance. You agree that N-LITE Performance Inc. shall have no liability for any damages suffered by you as a result of any User including third party vendors using your data and/or personal information whether such data and/or personal information is used by a User on the Application or Services or not. And, you understand that you have the right to stop any User from using the Application or Services to collect and use data and/or personal information about you by contacting N-LITE Performance Inc. at: info@nlitesports.com.
You will not be entitled to any compensation if your content, videos, photos, sound recordings, musical compositions, name, image, likeness, or voice are used by us, our affiliates, users of the Services, or our business partners.
You further warrant that you understand that all laws applicable to this Agreement, including those governing data and privacy, may change on a regular basis and vary by jurisdiction, and You are solely responsible for compliance with any and all applicable laws and regulations.
“THIRD PARTY VENDOR” means any business that has paid a subscription fee to N-LITE to use the Application or Services and requests you to provide your personal information to it that is uploaded by the Third Party Vendor to the Application or Services.
The “Application” consists of: (a) the N-LITE Performance Inc. proprietary web based software-as-a-service offering Application, the “N-LITE Next Level ID Tracking Engine” (which enables sports coaches and trainers to track and measure the performance of athletes) provided in connection with an authorized link to this Agreement, including all software, code, text, graphics, logos, layouts, designs, interfaces, and other items included in or associated with the application; and (b) any files that are delivered to you by N-LITE Performance Inc. (via online transmission, through a third party distributor, or otherwise) to patch, update, or otherwise modify the N-LITE Performance Inc. application.
The Application and Services may provide a means for you to access one or more websites, other applications, or other products and services offered by N-LITE Performance Inc. (collectively, the “Services”), and audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, data and other content associated with the Services (“Content”). The Application, Services and Content are copyrighted works of N-LITE Performance Inc. and may contain trademarks, service marks, trade names, and other intellectual property of N-LITE Performance Inc..
The Application and Content, and your use of the Services, are also subject to N-LITE Performance Inc.’s Terms of Use and Privacy Policy (collectively “N-LITE Performance Inc. Terms”) which are incorporated into this Agreement by this reference. There may also be additional terms that N-LITE Performance Inc. presents to you in connection with the Application, for example, at the time of download (“Additional Terms”). If there is a conflict between this Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly provide otherwise.
The Application may use location-based services to locate you. If you choose to use the Application, you consent to N-LITE Performance Inc. and its third party providers determining your location.
This Agreement applies to all downloading or installation of the Application after the Effective Date above, and use of any copy of the Application downloaded or installed after the Effective Date above. N-LITE Performance Inc. may make changes to this Agreement from time to time by posting a copy of the updated Agreement on our website. Changes to this Agreement will be applicable to downloading or installation of the Application after the effective date of the changes. If you do not agree with any changes to this Agreement, your sole remedy is not to download or install the Application after the effective date of the changes.
N-LITE Performance Inc. also may make changes to the N-LITE Performance Inc. Terms as provided therein. Such changes will apply to your use of the Application to access Services and Content after the effective date of the changes. If you do not agree with any such changes, your sole remedy is to discontinue use of the Application to access the relevant Services and Content. If you continue to use the Application to access Services and Content after the effective date of the changes, you accept all changes.
N-LITE Performance Inc. may change pricing for the Application, Services and Content. We may not provide price protection or refunds due to price reductions, promotional pricing, or any other changes to pricing for any reason.
You acknowledge and agree that N-LITE Performance Inc. may suspend or discontinue offering the Application; modify the Application; change or discontinue the Services available through the Application; change how we offer and operate such Services (e.g., to begin charging a fee to access features or Content that we previously made available without charge); remove Content; impose limits on certain features or restrict your access to part or all of the Application, Services and Content; or make other changes in N-LITE Performance Inc.’s product and service offerings at its sole discretion and with or without notice to you. We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these N-LITE Performance Inc. Terms. You further acknowledge and agree that even if a copy of the Application continues to reside on your device, after we make changes in our product or services offerings, the Application may not work as it did prior to such action, and N-LITE Performance Inc. will have no liability to you or any third party as a result.
You acknowledge and agree that N-LITE Performance Inc. has all right, title, and interest in and to the Application and Services and all intellectual property rights associated with the Application and Services. The Application and Services are protected by the copyright laws of the United States, international treaties and conventions, and other laws. Except as expressly stated herein, you have no intellectual property rights in the Application and Services (including without limitation any rights to use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features), and N-LITE Performance Inc. reserves all rights not expressly granted to you. You must comply with all laws when using the Application and Services as well as all applicable copyright, trademark or other legal notices or restrictions.
You will not:
4a.As a Sports Team Organization, Business Owner, Sports Club Team, Professional Sports Team or Sporting Academy and their employees, sports coaches and trainers that uses the Application and Services and trains, coaches or supervises user athletes You warrant that:
(i) You have the legal right and ability to enter into this Agreement, (ii) You have all necessary rights, licenses, consents and permissions to use Your Data with the Application and Services, (iii) You are not a competitor of Us, or someone acting on behalf of a competitor, (iv) You are in compliance with the Children’s Online Privacy Protection Act (COPPA); (v) You or the company you work for or own retain personal information collected online from a child for only as long as is necessary to fulfill the purpose for which it was collected and delete the information using reasonable measures to protect against its unauthorized access or use; (vi) You or the company you work for or own do not condition an athlete user’s participation in an online activity on the athlete user providing more information than is reasonably necessary to participate in that activity; (vii) You or the company you work for or own shall not post or upload any pictures or videos of athlete user’s under the age of 18 onto the Application or Services unless a Parent of an athlete user consents to your doing so; (viii) You or the company you work for or own before you or any employees are permitted access to the Application or Services you or your employees shall be a member in good standing of or licensed by United Soccer Coaches, (ix); You or the company you work for or own will not sell, share or profit from the data of any athlete or user; (x) You or the company you work for or own will not sell, share or profit from the NIL of any athlete or user; (xi) Your use of the Application or Services will not violate or breach any applicable laws, regulations or agreements or unreasonably interfere with Our other customers’ use of Our Application or Services. You further warrant that you understand that all laws applicable to this Agreement, including those governing data and privacy, may change on a regular basis and vary by jurisdiction, and You are solely responsible for compliance with any and all applicable laws and regulations.
N-LITE Performance Inc. grants to User and User accepts from N-LITE Performance Inc., a limited, revocable, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Application and Services solely for the internal business operations of User during the Term. The Application and Services shall not be used by User or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. User shall use its best efforts to ensure that the Authorized Users use the Application and Services in accordance with the terms and conditions of this Agreement. User acknowledges that its right to use the Application and Services will be conditioned upon: (i) User’s payment of the Fees, if any, associated with using the Services; and (ii) the Subscriptions Service being web-based only and will not be installed on any servers owned or controlled by User or otherwise provided to User without N-LITE Performance Inc.'s consent.
Subject to your compliance with the N-LITE Performance Inc. Terms and this Agreement, N-LITE Performance Inc. hereby grants, and you hereby accept, a limited, revocable, non-sublicensable, non-exclusive license to engage in non-commercial use of the Application and Services. All rights to use the Application and Services are granted on the condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
When you use the Application and Services, you may connect to N-LITE Performance Inc.’s or its vendors’ servers. Your communication with N-LITE Performance Inc.’s properties is governed by the N-LITE Performance Inc. Privacy Policy, available at: . You consent to our use of data that you provide or upload to the Application or Services or that we may collect about you through the Application or Services, in compliance with the Privacy Policy.
As part of the Application, you may receive push notifications, text messages, MMS messages or other types of messages directly sent to you outside or inside the Application (collectively, "Push Messages"). You may control the Push Messages in your device’s or the Application’s settings. Some of the Push Messages may be related to your location or to your use of the Application or Content. Your carrier may charge standard messaging, data and other fees for use of Push Messages, and these fees may appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Push Messages and certain Push Messages may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You may discontinue Push Messages in your device’s or the Application’s settings or by deleting the Application. We may collect information related to your use of Push Messages. If you have registered for Push Messages, you agree to notify N-LITE Performance Inc. of any changes to your mobile number, as applicable, and update your account on the Application to reflect this change.
The Application and Services may allow you to access and interoperate with third party properties, software applications, and data services (collectively, “Third Party Properties"). N-LITE Performance Inc. does not control any Third Party Properties to which you may connect using the Application and Services and is not responsible for the practices of any third party. You acknowledge and agree that N-LITE Performance Inc. is not liable for any loss or damage which may be incurred by you as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on or available from Third Party Properties. You acknowledge that the Application and Services may check for updates to the Application that may be available to you.
You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the N-LITE Service. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, complying with the Telephone Consumer Protection Act (TCPA), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
a.Use the N-LITE Service for any illegal purpose or in violation of any local, state, provincial, national, or international law;
b.harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
c.violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d.use the N-LITE Service in violation of any applicable advertising and marketing laws such as CAN-SPAM, the TCPA, and the FTC’s Telemarketing Sales Rule, including those that relate to (i) permitted calling times; (ii) customers’ consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for enabling and promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential customers during telephone calls.
e.import or transfer to the N-LITE Service any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, any personal information whatsoever about or regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers or Social Insurance Numbers);
You represent, warrant, and agree that: (i) You or your business shall send instructions to anyone who uses the website or services on how to opt out from receiving messages (STOP instructions), as well as how they can get help information (HELP instructions).\; and (ii) Your business is required to have a privacy policy conspicuously disclosed on your business’ website containing a Text/SMS policy.
Use of the Application and Services may be available through a compatible mobile device (“Device”), Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. When using the App and Services, you are responsible for ensuring that your use of the App and Services is in compliance with all applicable laws in the states you reside or do business in.
N-LITE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
6.4 When using Your Devices hereunder: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii)
N-LITE shall make available the User App for installation on Your Device.
N-LITE hereby grants you a personal, non-exclusive, non-transferable license to install and use the User App on Your Device solely for the purpose of seeking to use the Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the User App (or any data associated therewith) with any third party. You agree that: (i) use of the User App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the User App on Your Device as an interface with the Services may consume very large amounts of data through the data plan. N-LITE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
6.5 Downloading Mobile App. You may access the Mobile App which can be downloaded from an applications store or applications distribution platform, such as the Apple Mobile App Store or Google Play, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the Mobile App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the Mobile App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.
7. If you make a registration payment or other payment to a Sports Team Organization, Sports Club Team or Sporting Academy (the “Organization”) via the Services, you agree that the transaction is solely between you and that Organization and any refund requests, including without limitation in the case of incorrect charges or unfulfilled orders, must be made directly to that Organization. N-LITE Performance will charge Organizations monthly and/or transaction fees to use the Services to process registration payments made by You and other Users. Be advised that you might also be charged a processing fee for making any registration payments while using the Services or if you make a payment to an organization.
8. PAYMENT. If you are given access to the N-LITE Performance web based SaaS application “N-LITE PRODUCT” through Our Services on a fee basis you are required to sign Our Subscription Agreement. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
You agree that N-LITE Performance does not warrant or guarantee that any product information contained on the website or Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free.
You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent. You further agree that N-LITE Performance does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that N-LITE Performance will have no liability based on such purchase, use, access, or engagement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION, SERVICES, CONTENT AND THIRD PARTY SERVICES OR THIRD PARTY PROVIDERS OFFERED THROUGH THE SERVICES INCLUDING BUT NOT LIMITED TO DIGITAL MARKETING COMPANIES, MESSAGING APPLICATIONS, TEXTING/MESSAGING PLATFORMS, AND MOBILE APP COMPANIES ENABLING N-LITE TO CREATE A DOWNLOADABLE APP ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND N-LITE PERFORMANCE INC. AND THE DISTRIBUTION CHANNELS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, OF ACCURACY, OF QUIET ENJOYMENT, OF AVAILABILITY AND AS TO SUBJECT MATTER OF CONTENT. N-LITE PERFORMANCE INC. DOES NOT WARRANT: (1) THAT THE APPLICATION’S FUNCTIONS OR ANY SERVICES, CONTENT OR THIRD PARTY PROPERTIES WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE APPLICATION OR THE SERVERS HOSTING CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE APPLICATION, SERVICES, CONTENT OR THIRD PARTY PROPERTIES AVAILABLE THROUGH THE APPLICATION WILL CONTINUE TO BE AVAILABLE. N-LITE PERFORMANCE INC. SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES.
YOUR ACCESS TO AND USE OF THE APPLICATION AND SERVICES IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE APPLICATION OR ANY OF THE SERVICES OR CONTENT AVAILABLE THROUGH THE APPLICATION OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE APPLICATION.
YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS N-LITE PERFORMANCE INC., OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SITE AND SERVICES, INCLUDING FOR PERSONAL INJURY OR DEATH OR ANY CLAIMS FOR DAMAGES YOU MAY HAVE AS A RESULT OF USING THE WEBSITE OR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
TO THE EXTENT PERMITTED BY LAW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
N-LITE PERFORMANCE INC. WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN ITS PERFORMANCE DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTY SERVICE PROVIDERS, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT.
N-LITE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE APPLICATION (INCLUDING THE SERVICES, CONTENT, THIRD PARTY SERVICES OR THIRD PARTY PROVIDERS OFFERED THROUGH THE SERVICES INCLUDING BUT NOT LIMITED TO DIGITAL MARKETING COMPANIES, MESSAGING APPLICATIONS, TEXTING/MESSAGING PLATFORMS, AND MOBILE APP COMPANIES ENABLING N-LITE TO CREATE A DOWNLOADABLE APP AVAILABLE THROUGH THE APPLICATION OR SERVICES), EVEN IF FORESEEABLE OR EVEN IF N-LITE PERFORMANCE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, TORT, GROSS NEGLIGENCE, OR OTHERWISE). N-LITE PERFORMANCE INC. WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, FUTURE EARNINGS, BUSINESS INTERRUPTION, OR ANY COMMERCIAL DAMAGES, BODILY INJURY DAMAGES, PHYSICAL HARM, EMOTIONAL DISTRESS, DEATH, LOSS OF REPUTATION, LIBEL, SLANDER, OR LOSSES OF ANY KIND. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
N-LITE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES YOU MIGHT SUFFER OF ANY KIND AS A RESULT OF THE ACTIONS OF OTHER USERS: (I) USING YOUR PERSONAL INFORMATION OR DATA AND NIL ON THE APPLICATION OR SERVICES; OR (II) SELLING, SHARING OR LICENSING USING YOUR PERSONAL INFORMATION OR DATA AND NIL.
N-LITE PERFORMANCE INC. WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES YOU MIGHT SUFFER OF ANY KIND AS A RESULT OF YOUR USE OF ANY THIRD PARTY MESSAGING APPLICATIONS THAT INTEROPERATE WITH THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF N-LITE PERFORMANCE INC.’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, OR OTHER AUDIO/VISUAL CONTENT OWNED, CONTROLLED, OR DISTRIBUTED BY N-LITE PERFORMANCE INC., INCLUDING WITHOUT LIMITATION THE APPLICATION OR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT N-LITE PERFORMANCE INC.’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM N-LITE PERFORMANCE INC.’S OWN INTENTIONAL OR RECKLESS CONDUCT.
You will indemnify, defend, and hold N-LITE Performance Inc. and all of its officers, directors, owners, employees, agents, information providers, service providers, vendors, contractors, affiliates, partners, and licensors (collectively, the “N-LITE Performance Inc. Indemnified Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any of the N-LITE Performance Inc. Indemnified Parties in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity or privacy, copyright infringement, or trademark infringement arising out of: your use of the Application; any use or alleged use of your account or your passwords by any person, whether or not authorized by you; your data; if you are a Sports Team Organization, Business Owner, Sports Club Team, Professional Sports Team or Sporting Academy and their employees, sports coaches and trainers your unlawful sale, licensing or sharing of the data of any user/athlete/player without their consent; if you are a Sports Team Organization, Business Owner, Sports Club Team, Professional Sports Team or Sporting Academy and their employees, sports coaches and trainers your unlawful sale or sharing of the NIL of user/athlete/player; your connection to N-LITE Performance Inc.’s or its vendors’ servers; your violation of this Agreement; or your violation of the rights of any other person or entity. N-LITE Performance Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify N-LITE Performance Inc., and you will cooperate with N-LITE Performance Inc.’s defense of these claims.
This Agreement is effective until terminated. You may terminate this Agreement at any time by: (i) irretrievably erasing, deleting, or destroying all copies of the Application in your possession or control; and (ii) ceasing to use the Services and Content available through the Application. N-LITE Performance Inc. may terminate this Agreement at any time for any reason or no reason. Upon termination for any reason, the license granted in Section 4 will immediately terminate. The provisions in Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15 and 16 will survive any termination.
You may not use or otherwise export or re-export the Application or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Services was accessed or obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, you represent and warrant that it is not located in any such country or on any such list. You also agree that you will not use the Application for any purposes prohibited by applicable law.
14. Name, Likeness and Image (“NIL”)
Definition of terms:
a.“Athlete” shall mean any person who participates in an organized sport, is a member of a team or club and whose personal information is uploaded to the Application or Services.
b."Name, Image, and Likeness" or "NIL" shall mean any athlete’s individual names, signatures, photographs, images, likeness, voices, and any other indicia of their identities.
c.By using the Application or Services you are not granted any license or right to use, sell, market or profit from the NIL of any user/athlete/player.
By using the Application and Services you agree that the laws of the State of Delaware without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between You and N-LITE Performance Inc.
ANY DISPUTE RELATING IN ANY WAY TO THIS AGREEMENT AND YOUR USE OF N-LITE PERFORMANCE INC.’S WEBSITE, APPLICATION OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN NEW YORK CITY, NEW YORK EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.
CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE CONSUMER ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.
YOU AND N-LITE PERFORMANCE INC. AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.
THE ARBITRATOR SHALL APPLY DELAWARE LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.
IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE AND FEDERAL COURTS IN NEW YORK CITY, NEW YORK.
If you initiate the arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA's Consumer Rules.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior oral or written agreements, provided, however, that this Agreement will coexist with the N-LITE Performance Inc. Terms and any Additional Terms. To the extent that the provisions of this Agreement conflict with the N-LITE Performance Inc. Terms, this Agreement will govern. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our sites or delivering them to you via email, if you have provided it to us. If you do not provide us with accurate information or we do not have access to your email address, we will not be responsible for failure to notify you. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Agreement will continue to be valid and enforceable, except as expressly stated. Our failure to exercise or enforce any right or provision in this Agreement will not constitute a waiver of such right or provision. Except as otherwise required by law, the controlling language of this Agreement is English. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
You may contact N-LITE Performance at: info@nlitesports.com.
If you have any questions, claims, or complaints, you should notify us at info@nlitesports.com.
You hereby acknowledge that you have read and understood this Agreement and agree that by clicking “Accept” or by installing, copying, or using the Application and Services you are acknowledging your agreement to be bound by this Agreement.