THE PLAYERS’ IMPACT TERMS OF SERVICE
Last Updated: November 25, 2019
These Terms of Service (“Terms”) apply to all websites (the “Site” or “Sites) including the Site hosted on the domain www.theplayersimpact.com provided by The Players’ Impact, LLC and its affiliate and subsidiary companies (collectively “TPI”, “we”, “us” or “our”) to provide information and selected functionality to TPI members and interested parties (“User,” “Users” “you” or “your”) as provided on the Sites, or via any application we may choose to release, as well as functionality we may choose to provide through some other mechanism (collectively the “Services”).
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with TPI.
DESCRIPTION OF OUR SERVICES
TPI provides an online venture platform geared toward professional athletes in order to provide access to resources, education and network relating to investing and entrepreneurship. Our Services and certain pages of the Site are available to TPI members only who have been authorized by us to access those Services and web pages.
All determinations with respect to TPI membership eligibility are in TPI’s sole and absolute discretion. TPI may accept or reject any applicant for membership for any reason, or no reason at all, in its sole and absolute discretion, unless prohibited by law.
Details regarding your right to use our Services and your membership with TPI depends on your individual membership with us. Please refer to your specific Membership Agreement for further information. This Agreement will apply to whichever TPI Services your membership provides you access to, and if you are not a member, shall apply to your use of the publicly available sections of our Site.
OWNERSHIP; PROPRIETARY RIGHTS.
The Services, including all information and materials contained therein, is owned and operated by TPI, or other parties as indicated. All content, images, illustrations, designs, names, products, services, icons, photographs, video clips, typefaces, source and object code, format, queries, algorithms, visual interfaces, HTML, information, graphics, design, look and feel, compilation, and all other elements (whether written or otherwise) of the Services (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are protected by, as appropriate by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the Services are the property of TPI or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by TPI under this Agreement, you agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
Your membership or relationship with TPI may include the ability to provide or upload Materials, articles, investment opportunity information, content or other information (“User Content”) to the Services. You are solely responsible for the User Content that you provide, post, upload, link to or otherwise make available to the Services. TPI is a passive conduit with respect to distribution of User Content through the Services, and disclaims liability and responsibility for User Content in accordance with this Agreement, however, we reserve the right to remove any User Content at our sole and absolute discretion. All User Content is subject to this Agreement.
By providing User Content, you grant TPI a worldwide, perpetual, non-exclusive, royalty-free, fee-free, transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such User Content in connection with the Services, and you grant all users of the Services a worldwide, perpetual, non-exclusive, royalty-free, fee-free, transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such User Content in accordance with this Agreement.
You agree to keep all information about companies, funds, investment opportunities and other similar information you learn in connection with the Services private and confidential and (i) not disclose any such information to third parties; (ii) not use such information for purposes inconsistent with this Agreement or your relationship with TPI; and (iii) limit access to such information to employees and advisors on a need-to-know basis, and only where such parties have agreed in writing to maintain the confidentiality of such information. Upon notice to TPI, you may disclose such information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. This section shall not apply to any information that (i) is or becomes generally known to the public without breach of any obligation owed to the discloser of such information; or (ii) was known to the recipient before receipt from the discloser.
GUIDELINES; USAGE RULES; PROHIBITED CONDUCT AND USES.
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU WILL NOT ENGAGE IN THE PROHIBITED CONDUCT AND USES LISTED BELOW (THE “GUIDELINES”). These Guidelines also apply, without limitation, to your conduct in connection with TPI events and TPI impact chapters. You will not:
Please let us know about any inappropriate behavior that you become aware of within the Services. If you find something that violates this Agreement or these Guidelines, let us know by sending us an e-mail to email@example.com.
USAGE; REFUSAL OR SUSPENSION OF SERVICE.
We reserve the right, in our sole and absolute discretion, to deny you or anyone access to the Services without notice. WE ALSO RESERVES THE RIGHT, BUT HAVE NO OBLIGATION, TO HAVE OUR SYSTEMS MONITOR ANY USER’S USE OF THE SERVICES. ACCORDINGLY, TPI ALSO RESERVES THE RIGHT TO DISABLE ANY USER’S USE OF OR ACCESS TO THE SERVICES.
You are solely responsible for the set-up, maintenance, and security of the computer and online service and/or network connection(s) used for accessing the Services. You acknowledge that frequent, regular software updates for internet browsers, antivirus applications, operating systems, media players, and other communication software are essential to the security and functionality of your connection to the Services. We cannot guarantee that the Services will be compatible with old or outdated internet browsers, and using older or outdated internet browsers may prevent you from accessing the Products and Services, and some features may not function as expected. You shall comply with all applicable federal, state and local laws, rules, decrees, regulations and ordinances (“Laws”) applicable to, and/or affecting your use of the Services, and we shall have no responsibility relating to you or any of your employees or affiliates therefor including, without limitation, any responsibility to advise you of your responsibilities in complying with any Laws affecting your use of the Services.
It is your responsibility to safeguard your Users’ passwords and keep them confidential, and to avoid use of passwords on public computers or in any manner that would allow a third party to access the Services. Your use of your passwords authenticates your users’ identity and verifies the instructions entered for any transaction, and we are entitled to act on transaction instructions received when your passwords are used, regardless of whether use of the password has been authorized by you. You shall notify us right away of any unauthorized use of your users’ identifications and passwords or your account.
You alone are responsible for your involvement with other Users. You agree that TPI will not be responsible for any loss or damage incurred as the result of any such interactions.
THIRD-PARTY SERVICES AND CONTENT, PRODUCTS AND SERVICES; LINKS.
The Services may include links to Materials, other services and content from third parties (collectively “Third Party Services”) solely as a convenience to Users. TPI does not endorse any such Third Party Services or the information, material, products or services contained on other linked services or accessible through other Third Party Services. Furthermore, TPI makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through Third Party Services. Access to and use of Third Party Services, including investment opportunities, educational opportunities, information, material, products and services on Third Party Services or available through Third Party Services is solely at your own risk.
You understand that TPI uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services and TPI is not responsible for the shortcomings of any such third parties.
You may not: (i) modify, disassemble, decompile or reverse engineer any Services; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer any Services to any third party or use any Services to provide time sharing or similar services for any third party; (iii) make any copies of any Services; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of any Services, features that prevent or restrict use or copying of any content accessible through any Services, or features that enforce limitations on use of any Services; or (v) delete the copyright and other proprietary rights notices on any Services.
RIGHT TO ANNOUNCE OUR RELATIONSHIP
By becoming a TPI member, you grant us the limited, worldwide, non-exclusive, royalty-free, right and license to list and display your name, image, likeness, trademark, logo, and other elements of your persona and identity, and all goodwill appurtenant thereto, in connection with our customer lists and marketing materials in print or on the web to announce that you are using our Services and/or a TPI member. We may also post or provide links to your social media accounts on and in connection with the Services. This does not include disclosing information about your investment activities or your activities in connection with the Services. You may terminate this right and license upon written notice to us at firstname.lastname@example.org. You will have the right to disclose your use of our Services but not the terms or specifics (including pricing terms) of your relationship with us, unless we approve such disclosure in writing prior to such disclosure.
TPI membership may be renewed, terminated or revoked at the discretion and determination of the TPI Membership Committee. In the event such determination is made, the member will be notified in writing by the Membership Committee of its intent to terminate or revoke such member’s membership (such member, an “On-Notice Member”). The On-Notice Member shall have thirty (30) days to submit a written response to the Membership Committee disputing such determination. The Membership Committee shall consider such written response, in good faith, within sixty (60) days of the receipt thereof. The decision of the Membership Committee in connection therewith shall be final.
Additionally, TPI may terminate any User’s access to the Services if a User has violated any of the terms and conditions of this Agreement. Such termination may be effected without prior notice, and you agree that TPI will not be liable to you or any third-party for any such termination. Without limitation or any other rights, any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of any Services and may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies TPI may have at law or in equity.
TPI is not a venture fund, an investment bank, a broker dealer, investment clearing-house, or an investment advisor, but rather simply a forum in which investors, potential investors, and other individuals may find information about business and investing, and connect with companies and other members and individuals for possible investment and educational opportunities. TPI is not registered with the Securities and Exchange Commission or any state securities commission. Each member of TPI is responsible for his or her own investment decisions, and TPI does not recommend any particular company for investment. All investments in entrepreneurial companies involve a high degree of risk, and investors should be able to bear the risk of complete financial loss. The choice to use and manner of utilization of information and knowledge gained through the Services is each member’s individual and personal choice. No guidance shall be given, nor shall TPI or any of its affiliates be responsible for any member’s use of the information, investment decision, or the results of any investment. TPI does not conduct any investigation to verify the accuracy, completeness or authenticity of any information, User Content, Materials, Third Party Services or any other content submitted by Users on the Services. Hence, TPI makes no representations or warranties regarding this information, and members’ and Users’ use of this information is entirely at their own risk. Members and Users must conduct their own due diligence and negotiate the terms of any investment they elect to make.
DISCLAIMERS; NO WARRANTIES.
THE SERVICES ARE MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TPI, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
TPI AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION; HOLD HARMLESS.
You agree to indemnify, defend, and hold TPI (and its affiliated companies, contractors, employees, director, officers, agents, and suppliers, licensors and partners) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Services generally, including any content you provide to the Services in any way; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement. TPI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
LIMITATION OF LIABILITY AND DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL TPI (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF TPI OR AN TPI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL TPI (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, DIRECTORS, OFFICERS, AGENTS’, SUPPLIERS’, OR THIRD-PARTY PARTNERS’, LICENSORS’ OR SUPPLIERS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE MEMBERSHIP FEE(S) PAID OVER THE PREVIOUS TWELVE (12) MONTHS PRIOR TO THE APPLICABLE CLAIM OR ACTION, OR $100.00, WHICHEVER IS GREATER.
APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT TPI’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.
YOU ACKNOWLEDGE AND AGREE THAT TPI HAS OFFERED THE SERVICES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND TPI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TPI. TPI WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
You hereby release and forever discharge us (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of the Services or a User or TPI Member; or (ii) any third party product, services, and links included on or accessed through any Services, including without limitation, Materials, Third Party Content and Third Party Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
We make no representations that our Services or any content thereon is appropriate for Users in a country that may have different legal or regulatory requirements or restrictions. If you who choose to use our Services, you do so on your own initiative and are responsible for compliance with national and local laws, if and to the extent national and local laws are applicable. Nothing herein should be considered a solicitation, promotion or indication for any product that is not permitted by the laws or regulations of the country where you reside.
Also, please note that certain software and data files from the Services may be subject to export controls imposed by the United States government and may not be downloaded or otherwise exported to a country (or a national or resident of a country) upon which the United States government has placed an embargo. If you download or use any such software or data files, you warrant that you are not located in, or a national of, or under the control of, any such country, or a foreign citizen of such country.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Massachusetts, without giving effect to any principles of conflicts of law.
Jurisdiction. Except as set forth below, you agree that any action at law or in equity arising out of or relating to this Agreement or any Services shall be filed only in the state or federal courts of Massachusetts and you hereby consent and submit exclusively to the personal jurisdiction of such courts for the purposes of litigating any such action. Nothing in this Agreement shall prevent TPI from seeking injunctive relief in a court of competent jurisdiction.
Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Notices. TPI may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings provided through any Services. You must provide notice to TPI by email or regular mail using the information below.
Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, do and hereby survive any expiration or termination of this Agreement or any termination of your use of access to any Services.
Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and TPI, or by a change to this Agreement or the Guidelines.
Claims. YOU AND TPI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
MODIFICATION OF THIS AGREEMENT.
We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the Update, you must discontinue using the Services.