Your use of Active’s software as a service products, for example, Meet MobileTM (“SaaS”), desktop software, including software that gets installed on your desktop or server (“Desktop Software”), and services (collectively, the “Products”), is subject to the terms set forth below (this “Agreement”). “Active” means Active Network, LLC, together with its affiliated entities. In order to use the Products, you must first agree to this Agreement. You represent and warrant that you have the necessary and full right, power, authority, and capability to accept this Agreement, to bind your organization, and to perform your obligations hereunder. You can accept this Agreement by: (i) clicking to accept or agree to this Agreement, where this option is made available to you by Active online or in the user interface for any Product; (ii) where a link to this Agreement appears in an order form or other document provided to you by Active; (iii) by signing this Agreement, if there is a designated area to sign; or (iv) by actually using the Products. In the case of (iv), you understand and agree that Active will treat your use of the Products as acceptance of this Agreement from that point onwards. You may not use the Products and may not accept this Agreement if (a) you are not of legal age to form a binding contract with Active, or (b) you are a person barred from receiving the Products under the laws of the United States or other countries including the country in which you are resident or from which you use the Products. You may not use the Products if you do not accept this Agreement. “Effective Date” means the date that you accept this Agreement. By accepting this Agreement, you agree as follows:
FEES
LICENSES
Active licenses (not sells) Desktop Software to the team or organization that is printed on the top left of all reports and displayed on the Desktop Software login/introduction screen. These licenses allow you to use the Desktop Software on multiple computers as long as it is being used for the one team or organization for which it is licensed and only by one user.
Active licenses (not sells) this Desktop Software to the team or organization that is printed on the top left of all reports and displayed on the Desktop Software login/introduction screen. These licenses allow you to use the Desktop Software on multiple computers at the same site for the same meet. You may also use the software on multiple computers to facilitate data entry for a given meet.
Specific Restrictions: The Desktop Software may not be distributed to run separate meets at separate sites for subsets of one organization. For example, if there are four district meets advancing to a state championship, this requires five licenses unless one of the districts is also running the championship meet in which case four licenses would be required.
Business Manager (for swimming only): This Desktop Software is licensed to a sports team or club, not to individuals or organizations. Business Manager may be used for administrative and performance tasks associated with that team only and only on any computer that is used by and for that team.
Active licenses (not sells) this Desktop Software to the team or organization that is printed on the top left of all reports and displayed on the Desktop Software login/introduction screen. This means Active allows you to use the Desktop Software on multiple computers at the same site for the same sports team. This Desktop Software can only be used by the sports team to whom it is licensed.
Specific Restrictions: This Desktop Software may not be distributed to teams or schools within a league or sports organization. If this Desktop Software is licensed to a high school or college, it may not be used by the age group team unless the age group team name is included in the License Name. If this Desktop Software is licensed to an age group team, it may not be used by the high school or college team unless the high school or college team name is included in the License Name. The License Name is printed on the top left of all reports and displayed on the SPORTSBM Main Menu login screen.
If this Desktop Software is licensed to a league or sports organization, that Desktop Software may only be used by one person on one computer to maintain all of the league transactions.
The following additional terms are applicable to your use of SaaS Products only (for example, Meet Mobile): (i) Active will provide you access to the SaaS which you may use to deliver content and data to end users. You acknowledge and agree that end users may be required to purchase access to content and data delivered by you through the SaaS in accordance with the applicable Schedule. You may have the right to receive revenue sharing from such purchases in accordance to the extent set forth in the applicable Schedule. (ii) By submitting, delivering and/or uploading content and data through the SaaS, you agree you have the right to edit, copy, publish, distribute and otherwise use the content and data made available by you. You further agree that you will have dedicated resources and capability to use the SaaS for its intended purposes and that you will use commercially reasonable efforts to publish applicable content and data to end users as quickly as reasonably practicable. Content and data includes but is not limited to the following: meet structure, psych sheets, heat and lane assignments, event and swimmer results and team scoring.
RESTRICTIONS
You shall: (i) use the Products exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and anti-spamming laws; (ii) not reverse engineer, disassemble, or decompile any Product or prepare derivative works thereof; (iii) not copy, modify, transfer, display, or use any portion of the Products except as expressly authorized in this Agreement or in the applicable documentation; (iv) not contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Active in and to the Products; (v) not obliterate, alter, or remove any proprietary or intellectual property notices from the Products in physical or electronic forms; (vi) not use the Products to transmit, publish, or distribute any material or information: (a) for which you do not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (b) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; or (c) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; and (vii) not attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Products for their intended use.
OWNERSHIP
Active retains all right, title and interest in and to the Products including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, improvements, enhancements, modifications and derivative works thereof. All rights not expressly granted to you herein are reserved by Active.INFORMATION COLLECTION
Active's privacy policy as amended from time to time is available at http://www.activenetwork.com/information/privacy-policy ("Privacy Policy") and is applicable to this Agreement. Active’s Privacy Policy defines how, why and to which extent Active collects and uses personal and non-personal information in relation to Active's products and services. By installing, accessing or using the Products, you expressly agree with the terms and conditions of Active’s Privacy Policy and to any terms and conditions included therein by reference.DISCLAIMER OF WARRANTY/LIMITATION OF LIABILITY.
ACTIVE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS. THE PRODUCTS ARE PROVIDED TO YOU ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACTIVE SHALL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, TORT, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES. ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU AS CONSIDERATION FOR THE PRODUCTS GIVING RISE TO SUCH CLAIMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE.INDEMNITY
You agree to indemnify, defend and hold Active, its partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your violation of any applicable law, rule, or regulation; and/or (ii) your breach of this Agreement.MISCELLANEOUS