TERMS OF SERVICE
Last Updated: May 29, 2018.
The Agreement. PickUP Sports, LLC enables you and other members to arrange off-line, real-world connections and events. The terms “PickUP,” “we,” “us,” and “our” include PickUP Sports, LLC. We use the terms “you” and “your” to mean any person using our Service, and any organization or person using the Service on an organization’s behalf. We use the word “Service” to mean any website, email, mobile application, or other service offered by PickUP, including content we offer and electronic communications we send. We provide our Service to you subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement” interchangeably to mean this document. Your use of the Service signifies that you agree to this Agreement. If you are using the Service for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. If you do not or are unable to agree to this Agreement, do not use our Service.
Revisions to this Agreement. We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you, such as by sending you an email or displaying a prominent notice on our Service.
Continued Use. By continuing to use the Service after any changes come into effect, you agree to the revised Agreement.
Your Account and Membership
Eligibility. Our Service is available to anyone who is at least 18 years old. You represent that you are at least 18 years of age. Additional eligibility requirements for a particular portion of our Service may be set by any member who has the ability to moderate or manage that portion of our Service. For example, the eligibility requirements for a particular event may be set by the organizers of that group.
Suspension of Your Account. We may modify, suspend or terminate your account or access to the Service if, in our sole discretion, we determine that you have violated this Agreement, including any of the policies or guidelines that are part of this Agreement, that it is in the best interest of the our community of users, or to protect our brand or Service. We also may remove accounts of members who are inactive for an extended period of time.
Account Information and Security. When you create an account, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password, notify us immediately by emailing firstname.lastname@example.org.
Fees, Payments, and Offers
Fees Charged by PickUP. Use of some of the features on our Service is free, and we charge fees for other features. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Service. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Service or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in U.S. dollars. All fees are exclusive of applicable federal, state, local, or other taxes. Organizer subscriptions are non-transferable.
Fees Charged by Third-Party Sponsors. Third-Party Sponsors may impose fees related to particular portions of the Service, such as single-event services or ongoing events and league fees. The decision to charge fees and the amount of those fees is at the discretion of those organizers. Sponsors may have their own refund policies. Payments made to organizers via the Service are made through a third-party payment service provider. If a member pays a fee to an organizer via the Service, the member authorizes the organizer (and the organizer’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Certain types of fees charged by organizers may be billed on a recurring basis. If billed on a recurring basis, you authorize the organizer to charge the applicable fee to the designated payment method. You may cancel auto-renewal at any time.
Payments to PickUP. Sponsors are responsible for paying subscription and any other applicable fees to PickUP on time and through our approved payment methods. Sponsors who allow their subscription to lapse are subject to removal as a Sponsor associated with their account. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any sponsor subscription fees paid to PickUP. You may only pay sponsor fees to PickUP using a valid payment method acceptable to us, as specified via the Service. You represent and warrant that you are authorized to use the payment method you designate via the Service. You authorize us (and our designated third-party payment processors) to charge your designated payment method for the total amount of any fees you owe to PickUP, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received. We also may issue refunds, or instruct our payment processors to issue refunds, in accordance with this Agreement.
Automatic Subscription Renewals. Fees for certain aspects of our Service may be billed on either a recurring basis or on a one-time basis. If billed on a recurring basis, the fees are payable in advance of the applicable period specified via the Service with no refunds. We will automatically bill you for each renewal period until cancellation. By purchasing any feature or other aspect of our Service for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel auto-renewal or cancel your subscription at any time, you won’t be issued a refund except in our sole discretion.
Free Trials. We may offer free trials of subscriptions and other products on our Service. We will inform you of the length of the free trial, your renewal period, and the date and amount of your first payment. After your free trial ends, your paid subscription will begin and we will automatically bill you for each renewal period until cancellation. You can cancel automatic subscription renewals at any time according to the terms and procedures described above.
Third Party Payment Processors. A sponsor that uses the Service to accept payments from other members, must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. PickUP does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.
Third Party Transactions. You may receive offers from third parties, such as discounts, sponsorships, or other benefits. PickUP is not involved in any dealings or payments between you and third parties, and these Terms of Service do not govern such transactions.
Your Content and Privacy
Your Content. You are solely responsible for your Content. We use the word “Content” to mean any information, material, or other content posted to our Service or otherwise provide to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights), this Agreement.
Content License from You. We do not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect PickUP and our Service, and to ensure we do not violate any rights you may have in your Content, you hereby grant PickUP a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content. In short, this license gives us and our members the right to use your Content on our Service and any related service, including social media and other third-party sites. This license continues even if you close your account, because it is necessary for us to operate our Service.
Your Use of Our Platform
Our Policies, Guidelines and Applicable Laws. When you use our Service, we require that you follow this Agreement. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Service, in our sole discretion.
Content of Others. PickUP does not control the Content of other members. When we become aware of inappropriate Content on our Service, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members.
Interactions with Others. PickUP is not a party to any offline arrangements made through our Service, including any events organized through the Service. PickUP does not conduct or require background checks on members, and does not attempt to verify the truth or accuracy of statements made by members. PickUP makes no representations or warranties concerning the conduct or Content of any members or their interactions with you. If you have any concerns regarding the conduct or Content of other members, you can report it to email@example.com.
No Resale. Our Service contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Service, including any data, or Content of others.
No Technical Interference with the Service. You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Service or any hardware used in connection with the Service.
Third Party Sites and Services. The Service contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.
You agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (referred to in this Agreement as “PickUP Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (referred to in this Agreement as “Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a PickUP group or a PickUP event. You also agree to release organizers from Claims based on an organizer’s negligence arising out of or in any way connected with their Content, a PickUP group, or a PickUP event. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits that you have or may have under Section 1542 of the California Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law.
You agree to indemnify, defend and hold all PickUP Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Service, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a PickUP group or a PickUP event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all PickUP Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.
Warranty Disclaimer and Limitation of Liability
Warranty Disclaimer. Our Service is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Service, (b) any information, advice, services, or goods obtained through or advertised on our Service or by us, as well as for any information or advice received through any links to other websites or resources provided through our Service, (c) the results that may be obtained from the Service, and (d) the correction of any errors in the Service, (e) any material or data obtained through the use of our Service, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Service.
Limitation of Liability. You agree that in no event shall any PickUP Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any PickUP Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Service or this Agreement or the inability to use our Service (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Service, (c) your use of our Service or transportation to or from PickUP events, attendance at PickUP events, participation in or exclusion from PickUP groups or PickUP events and the actions of you or others at PickUP events, or (d) any other matter relating to the Service. Our liability to you or any third parties in any circumstance is limited to the greater of $100 or the amount of fees, if any, you paid to us in the 12 months prior to the action that may give rise to liability. The limitations set forth above in this Section 8 will not limit or exclude liability for our gross negligence, fraud, or intentional, malicious, or reckless misconduct.
Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a “Dispute” and collectively, the “Disputes”) brought by either you are us (individually, a “Party” and collectively, “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to another Party.
Arbitration Time for Filing. Any claim subject to arbitration must be filed within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
Exceptions. You or PickUP may assert claims, if they qualify, in small claims court in Boone County, Kentucky or any U.S. county where you live or work. You or PickUP may seek injunctive relief from a court of competent jurisdiction in Boone County, Kentucky as necessary to protect the intellectual property rights of you or PickUP pending the completion of arbitration. PickUP may take action in court or arbitration to collect any fees or recover damages for, or to seek injunctive relief relating to, Service operations, or unauthorized use of our Service or intellectual property. Nothing in this Section 9 shall diminish PickUP’s right to modify, suspend or terminate your account or access to our Service under Section 2.2.
Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Arbitration Opt Out. You may decline to resolve disputes through arbitration by emailing us at firstname.lastname@example.org within 30 days of the date you first agree to this Agreement. Your email must include your full name, residential address, the email address registered to your PickUP account, and a clear statement that you want to opt out of arbitration. If you opt out according to this process, then Sections 9.2, 9.3, and 9.4 of this Agreement do not apply to you. This opt-out does not affect any other sections of this Agreement, such as Sections 9.4 (Exceptions), 9.5 (Restrictions), 11.3 (Governing Law), 11.4 (Judicial Forum), and 11.5 (Time for Filing).
Intellectual Property of PickUP. PickUP trademarks, logos, service marks, and service names are the intellectual property of PickUP. Our Service, including our material on the Service, are also our or our licensors’ intellectual property. Except as otherwise permitted by law, you agree not to use our intellectual property without our prior written consent.
Intellectual Property of Others. PickUP respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Service to those who we believe to be repeat infringers.
Notices. Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to PickUP Sports, LLC, Attn: Legal, 7187 Highpoint Dr, Florence, KY 41042, or by email to email@example.com. Any notice to you shall be given to the most current email address in your account.
No Agency. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and PickUP is intended or created by this Agreement. A member of the PickUP Service or a Sponsor utilizing PickUP is not PickUP’s representative or agent, and may not enter into an agreement on PickUP’s behalf.
Governing Law. This Agreement and the relationship between you and PickUP shall be governed by the laws of the Commonwealth of Kentucky without regard to its conflict of laws provisions, except as set forth in Section 9.
Judicial Forum. If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.6, you and PickUP agree that any judicial proceedings (other than small claims actions) must be brought exclusively in the federal or state courts located in Boone County, Kentucky and you and PickUP agree to venue and personal jurisdiction in those courts.
Time for Filing. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission or default giving rise to the claim, or the shortest time period permitted by applicable law.
No Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and PickUP nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
Termination. If we terminate your account or access to our Service, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature survive termination shall survive termination, including those terms listed below in Section 11.9 (Survival).
Survival. Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.8 (Termination), 11 (Miscellaneous) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
Violations. Please report any violations of this Agreement by a member or third party by sending an email to firstname.lastname@example.org.