END USER LICENSE AGREEMENT

Please read this Agreement carefully.  By clicking the “I Agree” button, you agree to the terms and conditions of this END USER LICENSE Agreement (“AGREEMENT”), AND THE TERMS OF THIS LEGALLY BINDING CONTRACT.  If you do not agree, click the “I Do Not Agree” button, and you will be unable to use the Software.

This is an Agreement between GLOBAL SQUASH COLLABORATIVE LLC (“we” or “us”) and you.

Limited License

 

We grant you, the end user (“you”) a non-exclusive, non-transferable, limited license to, in accordance with the terms of this Agreement, your level of access (e.g., administrator or player) and the privacy policy posted on the Website (“Privacy Policy”), (i) access the software known as Club Locker (“Software”) as made available to you on clublocker.com or any other domain name (the “Website”), in our sole discretion, solely use the Software and (ii) install and use the downloadable version of Club Locker with offline capabilities (“Installed Version”) as made available to you for download at the Website or any other location, in our sole discretion.

You may not copy, publish, transmit or distribute the Software or the Installed Version or any portion thereof, electronically or otherwise.  You may not modify, reverse engineer, disassemble, decompile, translate, decode, derive any source code or algorithms or create derivative works from the Software or Installed Version or any portion thereof.  You agree to these terms as a condition of this Agreement and as a condition of using the Software and the Installed Version, regardless of whether any of the foregoing would constitute “fair use” or otherwise be permitted under federal, state or international law.

You may not assign or sublicense this license to anyone else or allow anyone else to use your the unique name you choose to identify yourself with as a user of the Software and Installed Version (“User ID”) or password or otherwise to access the Software or Installed Version.  You may use the Software and Installed Version solely for the above written purpose and not for any other purpose, either directly or indirectly.

Ownership

 

You acknowledge that, as between you and us, we are the sole and exclusive owner of the Software and the Installed Version (including all copyrights, trade secrets and other intellectual property rights therein).  You agree not to directly or indirectly question, attack or contest the validity and/or value of the Software or the Installed Version or any of our rights therein.

This Agreement does not grant you a license to use any trademarks owned by us, our licensors or affiliates, as applicable, including but not limited to “Club Locker.”  All rights not expressly granted herein are reserved to us.

Modification

We (or our licensors or other parties on our behalf) may modify the Software at any time and in any manner without your consent.

We may also modify this Agreement at any time by posting a new version on the Website. If we make material changes to this Agreement, we will notify you by posting a new version and a notice thereof on the Website, or providing you with notification by other means.  By continuing to use the Software or Installed Version after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms.  It is your responsibility to check regularly for modifications to this Agreement.

 

Support Services

You agree that we are not responsible for providing any support or equipment, Internet connections or software that may be required for you to access and use the Software or Installed Version.  You are responsible for all software or hardware needed to access the Software or Installed Version, including but not limited to a computer, an Internet connection, and compatible Web browser software.  You acknowledge that the Software is provided over the Internet, and therefore may be subject to interruptions.  We are not responsible for any such interruptions, regardless of the cause.

 

Confidentiality

 

You acknowledge that the Software and Installed Version has been developed at great expense and is considered highly confidential.  You agree to keep the Software, Installed Version, your User ID and password strictly confidential and to exercise the highest degree of care to safeguard their secrecy (“Maintain Confidentiality”).

Data

Data Collection: You agree that as a condition of using the Software, you must follow the procedure made available to you on the Website for creating a user account (“Account”), including but not limited to your creation of a User ID and password and your providing certain information, including but not limited to personally identifiable information, such as your name, address and payment information (“Personal Information”).  If you do not wish to provide the information (including any Personal Information) required to create an Account, you may not use the Software and should click the “I do not Agree” button.  Please refer to THE Privacy Policy for additional information regarding your Account AND ANY PERSONAL INFORMATION, OR OTHER INFORMATION, yOU MAY PROVIDE OR GENERATE AS A RESULT OF YOUR USE OF THE SOFTWARE OR INSTALLED VERSION.

You acknowledge our need to collect, access, process, store, monitor and transmit certain Personal Information and other data, user statistics or other information submitted by you or generated as a result of your use of the Software or Installed Version (“Account Information”).  It is your responsibility to safeguard your Account and the related Account Information and Personal Information by Maintaining Confidentiality of your User ID and password.  You represent and warrant that all Personal Information and Account Information provided by you to us via the Software or Installed Version is true and correct and that you own or have an adequate right to provide us such data or information.  Any of your Personal Information or Account Information is governed by the Privacy Policy, and you should review the Privacy Policy for additional information about your Account Information and Personal Information. You also agree to grant us a perpetual, worldwide, sublicenseable and transferable, fully-paid-up, royalty-free, non-exclusive license to use, reproduce, store, modify, distribute, publish, process and transmit your Personal Information and Account Information, either on its own or in aggregate or de-identified form, and to access, store and use the Account Information and Personal Information in accordance with the Privacy Policy.

Data Ownership: You are the exclusive owner of any Personal Information and Account Information provided by you by or through the Software.  As between you and us, we are the sole and exclusive owner of all data created by or from the Software or Installed Version, and any and all updates or modifications thereto or derivatives thereof.

Safeguarding Data:  Please review the Privacy Policy for our obligations with respect to safeguarding your Account Information and Personal Information. We are not a provider of data storage. You agree that we have no obligation to store, maintain or provide you a copy of any Account Information or Personal Information that you provide to us, except to the extent required by applicable law.

Minimum Age

THE SOFTWARE IS NOT FOR USE BY ANY PERSON UNDER THE AGE OF 13. Please see the Privacy Policy for further information.

Limited Warranty

 

to the fullest extent permitted by law, we make no warranty of any kind, either expressed or implied, with respect to the Software OR INSTALLED VERSION, including its value, merchantability, fitness for a particular purpose, non-infringement, compatibility, accuracy of results, or freedom from bugs, errors, interruptions, viruses, defects or other corruptants.  your use of the Software AND INSTALLED VERSION is on an “as is” basis, and we (and our affiliates) and each of our directors, officers, employees, agents and representatives will not be liable to you or anyone else for any losses, damages (including without limitation lost profits, lost data or other special, direct, indirect, incidental or consequential damages), claims or liabilities, including any damages to your software, systems, equipment or networks, relating in any way to your use of or inability to use the Software OR INSTALLED VERSIon.

IN NO EVENT WILL ANY LIABILITY OF US (OR OUR AFFILIATES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, the greater of any sums received from you for the software or [$1,000].

Term

This Agreement will commence as of the date you click the “I Agree” button (“Effective Date”) and will remain effective until terminated by either you or us.  Once terminated, you must immediately cease all use of the Software and the Installed Version.  All other provisions of this Agreement remain in effect, including any fees and charges incurred through the termination date.

Termination

We may terminate this Agreement, in whole or in part, for any reason or no reason, by giving you thirty (30) days’ prior written notice.

You may terminate this Agreement for any reason or no reason by closing your account via the provided account closing mechanism.

Once your Account is closed and the Agreement terminated, you will no longer have access to the Account Information stored by the Software or the Installed Version.

Assignment

You may not assign this Agreement or any rights or obligations under the Agreement without our prior written consent, which we may withhold in our sole discretion.  We have the right, without your consent, to assign this Agreement and the rights and obligations under the Agreement, in whole or in part to any third party, at our sole discretion.  Any assignment of the Software will be subject to the licenses granted to you in this Agreement.  Any attempted assignment or transfer made in violation of this Section will be null and void and of no effect.  The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  This Agreement is for the sole benefit of the parties hereto and, except as otherwise contemplated herein, nothing expressed or implied will give or be construed to give any person, other than the parties thereto, any legal or equitable rights hereunder.

Choice of Law/Forum

 

This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.  Any dispute relating to or arising under this Agreement dispute can only be litigated in the federal or state courts in Manhattan, New York.

Remedies

 

You acknowledge that your breach of this Agreement will cause irreparable harm to us that cannot be compensated by money damages.  In such case, we will be entitled, among our other available remedies, to obtain injunctive relief (including specific performance) from any court of competent jurisdiction without posting bond or other security.

Miscellaneous

 

This Agreement is the complete statement of the agreement between you and us and supersedes any and all other proposals, communications or agreements, written or oral, relating to its subject matter.  If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the enforceability of the remaining provisions.  No waiver by us of any breach of a provision of this Agreement will constitute a waiver of any subsequent breach of the same or any other provision.