TERMS AND CONDITIONS
Last revised:
23 July, 2019
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Reference is made to Athlete’s
AI. (“Athlete’s AI”, “us”, “our”, and “we”) and our products and
services, including, without limitation, our mobile app and our
website at “www.athletesai.com” (collectively, the “Services”).
These Terms of Use (these
“Terms”) set forth the legally binding terms and conditions that
govern your use of the Services. By accessing or using the Services,
you are accepting these Terms (on behalf of yourself or the entity
that you represent), and you represent and warrant that you have the
right, authority, and capacity to enter into these Terms (on behalf of
yourself or the entity that you represent). If you do not agree with
all of the provisions of these Terms, do not access and/or use the
Services.
You must be at least 13 years old
to use the Services. By agreeing to these Terms, you represent and
warrant to us that: you are either (a) at least 13 years old and you
have been authorized to use the Services by your parent or legal
guardian who is at least 18 years old, or (b) at least 18 years old.
These terms require the use of
arbitration (Section 10.2) on an individual basis to resolve disputes,
rather than jury trials or class actions, and also limit the remedies
available to you in the event of a dispute.
1. Accounts
1.1 Account
Creation. In order to use certain features of the Services, you must
register for an account (“Account”) and provide certain information
about yourself as prompted by the account registration form. You
represent and warrant that: (a) all required registration information
you submit is truthful and accurate; (b) you will maintain the
accuracy of such information. You may delete your Account at any time,
for any reason, by contacting Athlete’s AI. Athlete’s AI may suspend
or terminate your Account in accordance with Section 8.
1.2 Account
Responsibilities. You are responsible for maintaining the
confidentiality of your Account login information and are fully
responsible for all activities that occur under your Account. You
agree to immediately notify Athlete’s AI of any unauthorized use, or
suspected unauthorized use of your Account or any other breach of
security. Athlete’s AI cannot and will not be liable for any loss or
damage arising from your failure to comply with the above
requirements.
2. Access to
the Services
2.1 License. Subject
to these Terms, Athlete’s AI grants you a non-transferable,
non-exclusive, revocable, limited license to use and access the
Services solely for your own personal, noncommercial use.
2.2 Certain
Restrictions. The rights granted to you in these Terms are subject to
the following restrictions: (a) you shall not license, sell, rent,
lease, transfer, assign, distribute, host, or otherwise commercially
exploit the Services, whether in whole or in part, or any content
displayed on the Services; (b) you shall not modify, make derivative
works of, disassemble, reverse compile or reverse engineer any part of
the Services; (c) you shall not interfere with or circumvent any
feature of the Services; (d) you shall not access the Services in
order to build a similar or competitive product, or service; and (e)
except as expressly stated herein, no part of the Services may be
copied, reproduced, distributed, republished, downloaded, displayed,
posted or transmitted in any form or by any means. Unless otherwise
indicated, any future release, update, or other addition to
functionality of the Services shall be subject to these Terms. All
copyright and other proprietary notices on the Services (or on any
content displayed on the Services) must be retained on all copies
thereof.
2.3 Modification.
Athlete’s AI reserves the right, at any time, to modify, suspend, or
discontinue the Services (in whole or in part) with or without notice
to you. You agree that Athlete’s AI will not be liable to you or to
any third-party for any modification, suspension, or discontinuation
of the Services or any part thereof.
2.4 No Support or
Maintenance. You acknowledge and agree that Athlete’s AI will have no
obligation to provide you with any support or maintenance in
connection with the Services.
2.5 Ownership.
Excluding any User Content that you may provide (defined below), you
acknowledge that all the intellectual property rights, including
copyrights, patents, trademarks, and trade secrets, in the Services
and its content are owned by Athlete’s AI or Athlete’s AI’s suppliers.
Neither these Terms (nor your access to the Services) transfers to you
or any third-party any rights, title or interest in or to such
intellectual property rights, except for the limited access rights
expressly set forth in Section 2.1. Athlete’s AI and its suppliers
reserve all rights not granted in these Terms. There are no implied
licenses granted under these Terms.
3. User Content
3.1 User Content.
“User Content” means any and all information and content that a user
submits to, or uses with, the Services (e.g., content in the user’s
profile or postings, such as your videos). You are solely responsible
for your User Content. You assume all risks associated with use of
your User Content, including any reliance on its accuracy,
completeness or usefulness by others, or any disclosure of your User
Content that personally identifies you or any third-party. You hereby
represent and warrant that your User Content does not violate our
Acceptable Use Policy (defined in Section 3.3). You may not represent
or imply to others that your User Content is in any way provided,
sponsored or endorsed by Athlete’s AI. Because you alone are
responsible for your User Content, you may expose yourself to
liability if, for example, your User Content violates the Acceptable
Use Policy. Athlete’s AI is not obligated to backup any User Content,
and your User Content may be deleted at any time without prior notice.
You are solely responsible for creating and maintaining your own
backup copies of your User Content if you desire.
3.2 License. You
hereby grant (and you represent and warrant that you have the right to
grant) to Athlete’s AI an irrevocable, nonexclusive, royalty-free and
fully paid, worldwide license to reproduce, distribute, publicly
display and perform, prepare derivative works of, incorporate into
other works, and otherwise use and exploit your User Content, and to
grant sublicenses of the foregoing rights, solely for the purposes of
and in connection with providing the Services. You hereby irrevocably
waive (and agree to cause to be waived) any claims and assertions of
moral rights or attribution with respect to your User Content.
3.3 Acceptable Use
Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree
not to use the Services to collect, upload, transmit, display, or
distribute any User Content (i) that violates any third-party right,
including any copyright, trademark, patent, trade secret, moral right,
privacy right, right of publicity, or any other intellectual property
or proprietary right; (ii) that is unlawful, harassing, abusive,
tortious, threatening, harmful, invasive of another’s privacy, vulgar,
defamatory, false, intentionally misleading, trade libelous,
pornographic, obscene, patently offensive, promotes racism, bigotry,
hatred, or physical harm of any kind against any group or individual
or is otherwise objectionable; (iii) that is harmful to minors in any
way; or (iv) that is in violation of any law, regulation, or
obligations or restrictions imposed by any third-party.
(b) In
addition, you agree not to: (i) upload, transmit, or distribute to or
through the Services any computer viruses, worms, or any software
intended to damage or alter a computer system or data; (ii) send
through the Services unsolicited or unauthorized advertising,
promotional materials, junk mail, spam, chain letters, pyramid
schemes, or any other form of duplicative or unsolicited messages,
whether commercial or otherwise; (iii) use the Services to
harvest, collect, gather or assemble information or data regarding
other users, including e-mail addresses, without their consent; (iv)
interfere with, disrupt, or create an undue burden on servers or
networks connected to the Services, or violate the regulations,
policies or procedures of such networks; (v) attempt to gain
unauthorized access to the Services (or to other computer systems or
networks connected to or used together with the Services), whether
through password mining or any other means; (vi) harass or interfere
with any other user’s use and enjoyment of the Services; or (vi) use
software or automated agents or scripts to produce multiple accounts
on the Services, or to generate automated searches, requests, or
queries to (or to strip, scrape, or mine data from) the Services
(provided, however, that we conditionally grant to the operators of
public search engines revocable permission to use spiders to copy
materials from the Services for the sole purpose of and solely to the
extent necessary for creating publicly available searchable indices of
the materials, but not caches or archives of such materials, subject
to the parameters set forth in our robots.txt file).
3.4 Enforcement. We
reserve the right (but have no obligation) to review any User Content,
and to investigate and/or take appropriate action against you in our
sole discretion if you violate the Acceptable Use Policy or any other
provision of these Terms or otherwise create liability for us or any
other person. Such action may include removing or modifying your User
Content, terminating your Account in accordance with Section 8, and/or
reporting you to law enforcement authorities.
3.5 Feedback. If you
provide Athlete’s AI with any feedback or suggestions regarding the
Services (“Feedback”), you hereby assign to Athlete’s AI all rights in
such Feedback and agree that Athlete’s AI shall have the right to use
and fully exploit such Feedback and related information in any manner
it deems appropriate. Athlete’s AI will treat any Feedback you provide
to Athlete’s AI as non-confidential and non-proprietary. You agree
that you will not submit to Athlete’s AI any information or ideas that
you consider to be confidential or proprietary.
4.
Indemnification
You agree to indemnify and hold
Athlete’s AI (and its officers, employees, and agents) harmless,
including costs and attorneys’ fees, from any claim or demand made by
any third-party due to or arising out of (a) your use of the Services,
(b) your violation of these Terms, (c) your violation of applicable
laws or regulations or (d) your User Content. Athlete’s AI 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. You agree not
to settle any matter without the prior written consent of Athlete’s
AI. We will use reasonable efforts to notify you of any such claim,
action or proceeding upon becoming aware of it.
5. Third-Party
Links & Ads; Other Users
5.1 Third-Party
Links & Ads. The Services may contain links to third-party
websites and services, and/or display advertisements for third parties
(collectively, “Third-Party Links & Ads”). Such Third-Party Links
& Ads are not under the control of Athlete’s AI, and Athlete’s AI
is not responsible for any Third-Party Links & Ads. Athlete’s AI
provides access to these Third-Party Links & Ads only as a
convenience to you, and does not review, approve, monitor, endorse,
warrant, or make any representations with respect to Third-Party Links
& Ads. You use all Third-Party Links & Ads at your own risk,
and should apply a suitable level of caution and discretion in doing
so. When you click on any of the Third-Party Links & Ads, the
applicable third-party’s terms and policies apply, including the
third-party’s privacy and data gathering practices. You should make
whatever investigation you feel necessary or appropriate before
proceeding with any transaction in connection with such Third-Party
Links & Ads.
5.2 Other Users.
Each Services user is solely responsible for any and all of its own
User Content. Because we do not control User Content, you acknowledge
and agree that we are not responsible for any User Content, whether
provided by you or by others. We make no guarantees regarding the
accuracy, currency, suitability, or quality of any User Content. Your
interactions with other Services users are solely between you and such
users. You agree that Athlete’s AI will not be responsible for any
loss or damage incurred as the result of any such interactions. If
there is a dispute between you and any Services user, we are under no
obligation to become involved.
5.3 Release. You
hereby release and forever discharge Athlete’s AI (and our 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 that relates directly or indirectly to, the Services
(including any interactions with, or act or omission of, other
Services users or any Third-Party Links & Ads).
6. Disclaimers
THE SERVICES IS PROVIDED ON AN
“AS-IS” AND “AS AVAILABLE” BASIS, AND NEX TEAM (AND OUR SUPPLIERS)
EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR
SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR
OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW
REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH
WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE
OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG
AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
7. Limitation
on Liability
TO THE MAXIMUM EXTENT PERMITTED
BY LAW, IN NO EVENT SHALL NEX TEAM (OR OUR SUPPLIERS) BE LIABLE TO YOU
OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF
PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR
RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE
SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION
AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED
BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS
AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF A HUNDRED
AUSTRALIAN DOLLARS (AUD $100). THE EXISTENCE OF MORE THAN ONE CLAIM
WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO
LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.
8. Term and
Termination
Subject to this Section, these
Terms will remain in full force and effect while you use the Services.
We may suspend or terminate your rights to use the Services (including
your Account) at any time for any reason at our sole discretion,
including for any use of the Services in violation of these Terms.
Upon termination of your rights under these Terms, your Account and
right to access and use the Services will terminate immediately. You
understand that any termination of your Account may involve deletion
of your User Content associated with your Account from our live
databases. Athlete’s AI will not have any liability whatsoever to you
for any termination of your rights under these Terms, including for
termination of your Account or deletion of your User Content. Even
after your rights under these Terms are terminated, the following
provisions of these Terms will remain in effect: Sections 2.2 through
2.5, Section 3 and Sections 4 through 10.
9. Copyright
Policy
Athlete’s AI products and
services are currently under testing. All uses of Athelete’s AI
products and services are undertaken for trial and experimentation
purposes. No guarantees of the quality of results is provided with the
use of Athlete’s AI products and services until testing and trials are
completed. All costs recovered in the use of the Athlete’s AI products
for trials and experimental purposes are not to be taken as indicative
of future sale prices.
Athlete’s AI respects the intellectual property of others and asks that
users of our Services do the same. In connection with our Services, we
have adopted and implemented a policy respecting copyright law that
provides for the removal of any infringing materials and for the
termination, in appropriate circumstances, of users of our online
Services who are repeat infringers of intellectual property rights,
including copyrights. If you believe that one of our users is, through
the use of our Services, unlawfully infringing the copyright(s) in a
work, and wish to have the allegedly infringing material removed, the
following information in the form of a written notification must be
provided to our designated Copyright Agent:
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your physical or electronic
signature;
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identification of the
copyrighted work(s) that you claim to have been infringed;
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identification of the material
on our services that you claim is infringing and that you request us
to remove;
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sufficient information to
permit us to locate such material;
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your address, telephone number,
and e-mail address;
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a statement that you have a
good faith belief that use of the objectionable material is not
authorized by the copyright owner, its agent, or under the law; and
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a statement that the
information in the notification is accurate, and under penalty of
perjury, that you are either the owner of the copyright that has
allegedly been infringed or that you are authorized to act on behalf
of the copyright owner.
Please note that any
misrepresentation of material fact (falsities) in a written
notification automatically subjects the complaining party to liability
for any damages, costs and attorney’s fees incurred by us in
connection with the written notification and allegation of copyright
infringement.
10. General
10.1 Changes. These
Terms are subject to occasional revision and its latest version (with
the revision date stated) will be made available through the Services.
In case we make any substantial changes, we may notify you by sending
you an e-mail to the last e-mail address you provided to us (if any),
and/or by prominently posting notice of the changes on our Services.
You are responsible for providing us with your most current e-mail
address. In the event that the last e-mail address that you have
provided us is not valid, or for any reason is not capable of
delivering to you the notice described above, our dispatch of the
e-mail containing such notice will nonetheless constitute effective
notice of the changes described in the notice. Any substantial changes
to these Terms will not become effective within thirty (30) calendar
days following our dispatch of an e-mail notice to you (if applicable)
or thirty (30) calendar days following our posting of notice of the
changes on our Services. These changes will be effective immediately
for new users of our Services. Continued use of our Services following
notice of such changes shall indicate your acknowledgement of such
changes and agreement to be bound by the terms and conditions of such
changes.
10.2 Dispute Resolution. Please
read this Arbitration Agreement carefully. It is part of your
contract with Athlete’s AI and affects your rights. It contains
procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION
WAIVER.
(a)
Applicability of Arbitration Agreement. All claims and disputes
(excluding claims for injunctive or other equitable relief as set
forth below) in connection with the Terms or the use of any product or
service provided by Athlete’s AI that cannot be resolved informally or
in small claims court shall be resolved by binding arbitration on an
individual basis under the terms of this Arbitration Agreement. Unless
otherwise agreed to, all arbitration proceedings shall be held in
English. This Arbitration Agreement applies to you and Athlete’s AI,
and to any subsidiaries, affiliates, agents, employees, predecessors
in interest, successors, and assigns, as well as all authorized or
unauthorized users or beneficiaries of services or goods provided
under the Terms.
(b) Notice
Requirement and Informal Dispute Resolution. Before either party may
seek arbitration, the party must first send to the other party a
written Notice of Dispute (“Notice”) describing the nature and basis
of the claim or dispute, and the requested relief. A Notice to
Athlete’s AI should be sent to: Athlete’s AI, L5/121 King William St,
Adelaide, Australia 5000. After the Notice is received, you and
Athlete’s AI may attempt to resolve the claim or dispute informally.
If you and Athlete’s AI do not resolve the claim or dispute within
thirty (30) days after the Notice is received, either party may begin
an arbitration proceeding. The amount of any settlement offer made by
any party may not be disclosed to the arbitrator until after the
arbitrator has determined the amount of the award, if any, to which
either party is entitled.
10.3 Export. The
Services may be subject to Australian export control laws and may be
subject to export or import regulations in other countries. You agree
not to export, reexport, or transfer, directly or indirectly,
anyAustralian technical data acquired from Athlete’s AI, or any
products utilizing such data, in violation of the Australian export
laws or regulations.
10.4 Governing Law.
These Terms and any action related thereto or to the Service
will be governed by the laws of the South Australia without regard to
its conflict of laws provisions.
10.5 Electronic
Communications. The communications between you and Athlete’s AI use
electronic means, whether you use the Services or send us emails, or
whether Athlete’s AI posts notices on the Services or communicates
with you via email. For contractual purposes, you (a) consent to
receive communications from Athlete’s AI in an electronic form; and
(b) agree that all terms and conditions, agreements, notices,
disclosures, and other communications that Athlete’s AI provides to
you electronically satisfy any legal requirement that such
communications would satisfy if it were in a hardcopy writing. The
foregoing does not affect your non-waivable rights.
10.6 Additional Guidelines; Entire Terms. Certain
features of the Services may be subject to additional guidelines,
terms, or rules, which will be posted on the Services in connection
with such features (for example, our Privacy Policy). All such
additional terms, guidelines, and rules are incorporated by reference
into these Terms. These Terms, including any other materials
incorporated by reference, constitute the entire agreement between you
and us regarding the use of the Services. Our failure to exercise or
enforce any right or provision of these Terms shall not operate as a
waiver of such right or provision. The section titles in these Terms
are for convenience only and have no legal or contractual effect. The
word “including” means “including without limitation”. If any
provision of these Terms is, for any reason, held to be invalid or
unenforceable, the other provisions of these Terms will be unimpaired
and the invalid or unenforceable provision will be deemed modified so
that it is valid and enforceable to the maximum extent permitted by
law. Your relationship to Athlete’s AI is that of an independent
contractor, and neither party is an agent or partner of the other.
These Terms, and your rights and obligations herein, may not be
assigned, subcontracted, delegated, or otherwise transferred by you
without Athlete’s AI’s prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the
foregoing will be null and void. Athlete’s AI may freely assign these
Terms. The terms and conditions set forth in these Terms shall be
binding upon assignees.
10.7
Copyright/Trademark Information. Copyright © Athlete’s AI Pty
Ltd 2019. All rights reserved. All trademarks, logos and service marks
(“Marks”) displayed on the Services are our property or the property
of other third parties. You are not permitted to use these Marks
without our prior written consent or the consent of such third-party
which may own the Marks.
10.8 Contact
Information:
Athlete’s AI
L5/121 King William St
Adelaide,
Australia 5000
Email: admin@athletesai.com
