Effective until November 30, 2021
Effective December 1, 2021
Welcome to the SportsEngine, Inc. Subscription Agreement (“Subscription Agreement”). The terms and conditions of this Subscription Agreement are important as they outline our respective obligations and shall govern your use of our Software and Services.
Please read the terms and any other terms referenced below carefully.
We trust your Organization and your Members will enjoy what SportsEngine has to offer.
SportsEngine “we,” “us,” “our” is an NBC Sports Next company, a subdivision of NBC Sports and part of NBCUniversal Media, LLC. We are the Home of Youth Sports™ and provide a number of online and mobile software products and services centralizing all the tools and information that Administrators may need to manage an Organization. We provide websites, communication tools, membership & financial management, event, league/tournament management tools and much more. In addition, for some of our products, we allow Organization’s Members to access the software and services via desktop and mobile apps so they can acquire the benefits of being a member of the Organization, including their schedules, results, attendance, performance tracking functionality and lots more. All the above, as well as additional features, functionalities, websites/app and user interfaces are collectively referred to as the “Software and/or Services”.
This Subscription Agreement applies to all Organizations regardless of the Software and/or Services being used. As of the date stated above, SportsEngine operates the following brands/businesses: Advanced Event Systems (AES), BracketPal, GoMotion, League Athletics, SportsSignUp (SSU) Play, TeamUnify, OnDeck, Tourney Machine, and Youth Soccer Rankings.
In addition to the terms of this Subscription Agreement, some areas of our Software and Services may be subject to additional terms and conditions. The following terms (where applicable) are incorporated by reference and shall govern your access and use of the Software and/or Services (collectively, the “Agreements”):
These terms govern the Organization’s, its Administrator’s and its Members access and use of the Software and Services.
|Background Screening Terms||
Where your Organization requires background screening and other similar services, NCSI provides these services separately and independently.
|Payment Processing Agreement||
This Agreement applies where the Organization wishes to avail itself of the Payment Processing Services.
|Data Processing Agreement||
This applies where your Organization is based in EEA or United Kingdom.
ACCEPTANCE OF TERMS
If you are entering into this Subscription Agreement on behalf of an Organization, the terms “Administrator” (as defined below), “you” and “your,” as used throughout the Agreements, apply to both you and the Organization together. You represent that you have the authority to bind such Organization and by accessing or using the Software and/or Services, you acknowledge that the Organization accepts and agrees to be bound by the Agreements. If you do not agree with (or cannot comply with) the Agreements, then you should not proceed, and the Organization may not use or access the Software and/or Services.
CHANGES TO AGREEMENTS
We may amend any terms of the Agreements from time to time in our sole discretion. Where we make material changes, we will provide you with notice as we deem appropriate under the circumstances. Your continued use and access to the Software and/or Services after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not agree with (or cannot comply with) the updated terms of the Agreements, then you should not continue to use or access the Software and/or Services, but we shall not be liable to provide a refund and/or compensate for any other losses you may incur as a result.
Where there is a conflict between any terms contained in the Agreements then, unless the contrary intention appears or is stated, the terms of this Subscription Agreement shall take precedence.
The following definitions applies throughout the Agreements:
the sports governing body, federation, league, team, club or similar entity, that requires SportsEngine to provide Software and/or Services so that their Administrator(s) can manage their sports via the Software and/or Services and for their Members and end-users to access and benefit from.
the person(s) responsible for the operation and administration of the Organization and includes anyone else who is given administrative access to the Software and/or Services.
members of the Organization including athletes, parents/legal guardians of athletes, the Organization’s workforce (which includes volunteers, coaches, and Administrators) or other associated persons of the Organization that benefit as end-users of the Software and/or Services.
means any Personal Data (as defined under applicable law) that relates to the Organization’s Members and Administrators provided to SportsEngine in relation to SportsEngine’s provision of the Software and/or Services and that is not SportsEngine Data, which includes Registration Data or Usage Data. Registration Data is data that has been directly and independently collected by SportsEngine to access its services (e.g., through the SportsEngine single sign-on process). Usage Data is data about the Organization’s, Administrator’s or Member’s use of SportsEngine.
This Subscription Agreement comes into effect when you click the “I Accept” button or, where applicable, when you pay any Subscription Fee (as defined below).
Depending on the payment model the Organization has opted for (Free, Annual or Monthly), the Subscription Agreement will continue until terminated early in accordance with Section 6 or upon the Organization providing notice that it does not want to renew at the end of the current subscription term (“Subscription Term”), unless otherwise agreed or set forth in an order form or statement of work.
Some Software and Services require a Subscription Fee (as defined below), which must be paid otherwise the Organization and its Members will not be able to access the Software and/or Services. However, in some instances where the Organization fails to make a payment of an applicable Subscription Fee, this does not necessarily mean that the Organization will lose access to the Software and/or Services, though we reserve the right to suspend or terminate your access to the Software and/or Services. It may mean that some of the features and functionality will be inaccessible and/or the Payment Processing Fees (as defined below) may automatically increase (for example the Organization’s account may move from Premium to Freemium and will no longer be eligible for the discounted Payment Processing Fee available to Premium subscribers). The Organization will not be entitled to a refund, rebate, or credit and SportsEngine will not be liable for any losses incurred by the Organization where it fails to pay a Subscription Fee.
3. FEES AND PAYMENTS
Where applicable, before you (and your Members) can use or access the Software and/or Services, you may be required to pay the applicable subscription fee as set out on the online form presented to the Organization (“Subscription Fee”).
The Subscription Fee, unless stated otherwise, shall be exclusive of any applicable taxes.
The Subscription Fee is non-refundable and will cover the Organization’s (including its Members) access and use of the Software and Services for the Subscription Term as set out above.
The Subscription Fee is subject to change at the discretion of SportsEngine. SportsEngine will notify the Organization of any such change (increase or decrease), which shall not take effect until the end of the current Subscription Term as set out in any such notice to the Organization.
By registering an account with us and using the Software and/or Services, you confirm that the information you provide during the registration process, including all identification, billing and credit card information, as well as the information already stored in the Software and/or Services about you, is accurate. You agree to update such information promptly if it changes. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your account or subscription and refuse any and all current or future use by you of any of the Software and/or Services. You agree not to register or subscribe for more than one account, create an account on behalf of someone else or create a false or misleading identity on any of the Software and/or Services.
If your account or subscription is revoked for any reason, you agree not to register or subscribe to our Software and/or Services using another username or through any other means, without our express permission. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new account(s) you have registered without any notice to you, and to exercise any other remedies available to us under this Subscription Agreement or by law.
Where your Subscription is based on auto-renewal either an annual or monthly Subscription Fee and if your Organization does not wish to renew, you must inform us (by giving us at least thirty (30) days’ notice) before the end date of your current Subscription Term, or your subscription will automatically renew for additional periods equal to the expiring Subscription Term and we will automatically charge your Organization’s account the Subscription Fee. If we take a payment from you automatically at the end of your Subscription Term as outlined above and you failed to give us notice of your intent not to renew, you will not be entitled to a refund.
FAILURE TO PAY
Where you fail to make a payment due or where we are unable to automatically charge you (if your Subscription is under auto-renewal), then this may result in the suspension or termination of your access to the Software and/or Services, or may limit the features and functionality, and/or increase any ongoing fees such as Payment Processing Fees. We may also charge you a reasonable fee in addition to any owed payments to re-instate the Software and/or Services.
Where possible and agreed by SportsEngine, you may upgrade or amend the Software and/or Services we provide you. In such circumstances, you will pay the applicable amount of such upgrade or amendment. You may be required to accept additional terms when making a payment. In any event, the Agreements will continue to govern our relationship and any upgrades and/or amendments, unless stated otherwise.
ADVERTISEMENTS & MARKETING
SportsEngine may display advertisements across its Platforms and Services it delivers to the Organization, including on Organization websites built through the SportsEngine Online Sports Website Builder. SportsEngine will retain any and all revenue obtained from advertisements. In placing advertisements, SportsEngine is able to keep the costs of its Platforms and Services to a minimum and allow it to maintain and continue to invest in the development of such.
SportsEngine will not deliver any advertising content that is indecent, obscene, pornographic material, hate speech, illegal subject matter or activities or other content which does not meet SportsEngine’s quality and standards as in effect from time to time.
Further, the Organization acknowledges that SportsEngine may request consent from Members in relation to receiving electronic marketing communications from SportsEngine and affiliated businesses, via its Platforms and specifically through the SportsEngine sign-up/registration flow.
4. PAYMENT PROCESSING
The Software and Services we provide may include integrated payment processing services that can be utilized by the Organization to accept payments from Members.
In order to receive these Services, you are required to accept our Payment Processing Agreement and agree to pay the additional fees (“Payment Processing Fees”) that will be contained in an online order presented to the Organization.
The Payment Processing Fees are charged on a per transaction basis and will differ depending on the type of Software and/or Services you are utilizing via SportsEngine. The default pricing is contained within the Payment Processing Agreement, and the exact pricing for your Organization will be displayed online. If you are unsure or have any questions related to pricing, you should contact your Account Manager or our customer support team:
5. USE OF THE SERVICES
The Organization agrees to co-operate fully with SportsEngine and must:
(a) comply at all times with the Agreements;
(b) pay the Subscription Fees and any other additional fees, as they fall due; and
(c) not do anything or omit to do anything that could or would detrimentally affect the performance of the Services and/or access to the Software being provided by SportsEngine.
(a) must not use or access the Software and/or Services, or any part thereof, in any manner not expressly permitted by the Agreements;
(b) are solely responsible for the accuracy, quality, integrity and legality of the Organization’s Data (as defined below) and for ensuring that the means by which the Organization acquired the Organization’s Data are lawful; and
(c) must not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material.
The Organization is further obligated to inform and ensure its Members:
(b) will provide its Members with a privacy notice explaining how the Organization handles their personal data (such policy to be consistent with applicable laws and industry best practices) and that obtains any necessary permissions for the Organization to provide Organization Data to SportsEngine.
Either party may terminate this Subscription Agreement immediately by giving notice to the other, if the other party:
(a) commits a material breach of any term of the Subscription Agreement that is irremediable or (if such breach is remediable) fails to remedy such breach within thirty (30) days of receiving written notice of such breach;
(b) repeatedly breaches any of the terms of the Subscription Agreement;
(c) ceases, suspends, or threatens to cease or suspend, to carry on its business or payment of its debts; and/or
(d) is subject to a bankruptcy or winding up order or similar action.
SportsEngine may, in its sole discretion, terminate your password, account (or any part thereof), subscription, or your access to or use of the Software and/or Services, or remove and discard any content or information stored, sent, or received via the Software and/or Services without prior notice, without liability, for any reason or no reason.
Upon termination of this Subscription Agreement (howsoever caused), the Organization shall:
(a) cease using and/or accessing the Software and/or Services;
(b) have no further rights to use SportsEngine’s trademarks or other intellectual property in any way whatsoever; and
(c) not be entitled to a refund for any payments made before the moment of termination of the Subscription Agreement.
Your termination of the Subscription Agreement shall not relieve you of the obligation to pay the Subscription Fee or any other fees accrued or payable to SportsEngine prior to the effective date of termination.
GRANT OF LICENSE
Subject to compliance with the terms of this Subscription Agreement, SportsEngine grants the Organization (including its Members) a limited, non-exclusive, non-transferable, revocable license to use and access the Software and Services that has been agreed to be provided by SportsEngine during the applicable Subscription Term.
SportsEngine warrants that it is the owner (except in relation to any third party or open source software, as set out in any applicable license terms) of the Software or otherwise has the right to grant the Organization the license granted in this Subscription Agreement for the purposes of delivering the Services and/or accessing the Software.
Organization shall not sell, sublicense, lend, or otherwise transfer or provide access to the Software to any Third Party without the express written consent of SportsEngine.
The Organization shall not reverse engineer, decompile, disassemble, or customize the Software, including but not limited to, creating any software interface with the Software, without the express written consent of SportsEngine.
If the Organization breaches, or in the reasonable opinion of SportsEngine has breached, the above license terms, then SportsEngine may immediately cease the Organization’s (including its Members’) access to any Software and/or Services without liability.
As between SportsEngine and the Organization, SportsEngine owns (or has the legal rights in) all intellectual property rights in the Software and/or Services, SportsEngine trademarks, logos, business model, any Additional IPR (as defined below), and any other rights not expressly granted to Organization, and nothing in this Subscription Agreement shall be deemed to convey to the Organization any right, title, or interest in or to the Software and Services or any portion thereof except for the limited rights expressly granted herein.
In the event that the Organization and/or its Members make or observe any new discovery, improvement or invention concerning SportsEngine’s intellectual property rights, including submitting comments, information, questions, data, ideas, enhancement requests, recommendations, descriptions of processes, or other information (“Additional IPR”), then the Organization and/or its Members shall not make or seek to make commercial gain from such Additional IPR or attempt to secure any other proprietary rights to protect any such Additional IPR, except with the prior written consent of SportsEngine. The Organization and/or its Members agree to do all acts necessary to confirm that absolute title in any and all Additional IPR has passed or will pass to SportsEngine. You agree that SportsEngine owns all right, title and interest in all Additional IPR, and you hereby irrevocably assign and agree to assign all right, title and interest in and to such Additional IPR and all associated intellectual property rights to SportsEngine.
8. WARRANTIES AND DISCLAIMERS
Both parties represent and warrant that:
(a) they have the authority to enter into this Subscription Agreement and that their signatories are duly authorized and empowered to sign this Subscription Agreement on their behalf; and
(b) they will comply with all applicable laws.
Both parties represent and warrant that:
(a) they have the authority to enter into this Subscription Agreement and that their signatories are duly authorized and empowered to sign this Subscription Agreement on their behalf; and
(b) they will comply with all applicable laws.
The Organization represents and warrants to SportsEngine that any content and/or intellectual property provided to SportsEngine (including without limitation, any photographs, drawings, or works of art, trademarks, videos, and logos) do not violate the rights of any third party. The Organization agrees to indemnify and keep SportsEngine indemnified for any alleged or actual breach of this warranty.
SportsEngine will provide the Software and the Services in a professional and workmanlike manner and free from any unreasonable defects. SportsEngine will use commercially reasonable means to fix any defect in the Software and/or Services that may arise.
Aside from these warranties or as set out in this Subscription Agreement, to the extent permissible by law, the Software and Services are provided without warranty of any kind, express, statutory, implied or otherwise, including but not limited to any implied warranty of merchantability, non-infringement, or fitness for a particular purpose or use. The Software and Services are provided on an “as-is” and “as-available” basis. SportsEngine does not warrant that the Software and Services are or will be free of errors and/or viruses, uninterrupted, will meet your requirements, or operate in the configuration or with the hardware or software you use.
With respect to malfunctioning Software, SportsEngine’s entire liability and the Organization’s exclusive remedy shall be the repair or replacement of the Software.
9. LIMITATION OF LIABILITY
Nothing in this Subscription Agreement shall limit or exclude either of SportsEngine’s or the Organization’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by applicable law.
In no event shall either of you or us be liable for any special, incidental, indirect, consequential, exemplary or punitive damages (including, without limitation, any damages based on loss of profits, loss of use, business interruption or loss or corruption of data), even if either you or we have been advised of the possibility of such damages. The foregoing limitations shall apply regardless of the cause or the form of action (whether breach of contract, breach of warranty, negligence, strict liability or otherwise).
SportsEngine’s total liability to the Organization in respect of all other losses arising out of or in connection with the Subscription Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount paid by the Organization under the Subscription Agreement (including Subscription Fees and Payment Processing Fees) in the preceding twelve (12) months.
10. DATA PROTECTION
SPORTSENGINE AS SERVICE PROVIDER FOR ORGANIZATION DATA
Nothing in this Agreement shall affect Organization’s ownership and rights to use the Organization Data and all customer personal information obtained independently of the Services by the Organization, whether prior to or during the Term of this Subscription Agreement.
The Organization represents and warrants that the Organization will comply with all applicable federal, state, or local laws, including but not limited to CAN-SPAM, CIPA, TCPA, Telemarketing Sales Rule, CCPA, CPRA, and/or any other similar privacy laws, with respect to (i) any and all Organization Data; and (ii) Organization’s use of Organization Data in conjunction with the SportsEngine Software and/or Services, including but not limited to marketing communications (via e-mail, text message, or otherwise) through the SportsEngine Software and/or Services, whether by the Organization directly or an Administrator or by SportsEngine on the Organization’s behalf. Where applicable, the Organization shall comply with its obligations as a “business” under the CCPA for all Organization Data.
THIRD-PARTY TECHNOLOGY INTEGRATIONS DATA SHARING
Organization acknowledges that where Organization agrees to the integration of a third-party technology within its Members registration pathway, some existing or newly generated Organization Data may be shared with both SportsEngine and the relevant third-party technology provider in order to enable the proper functioning of the technology and improve the user experience. Where Organization Data flows to SportsEngine, SportsEngine shall continue to act as a service provider / processor as set out in the Clause immediately above. Where Organization Data flows to the third-party technology provider (‘Provider”), such sharing is subject to the Provider’s policy; depending on the integration and the Organization’s use of the Provider, such Provider may act as an independent business/controller or a service/provider processor. As between the Parties, Organization, and not SportsEngine, will be deemed to have shared the Organization Data with the Provider.
SPORTSENGINE DATA RIGHTS
Organization agrees that SportsEngine may process Organization Data to generate nonpersonal data by means of aggregation, pseudonymisation and/or anonymisation, and to use that data (along with any other similar data (e.g. anonymous survey results, general usage data or other information generated by SportsEngine under this Subscription Agreement) for its own commercial purposes, such as for business planning and to improve its products and services, systems and tools.
Within six (6) months of termination of this Subscription Agreement (howsoever caused), the Organization may instruct SportsEngine to provide a copy of and to require SportsEngine to promptly delete the Organization Data.
If the Organization does not inform SportsEngine of its preference per the above paragraph, SportsEngine shall permanently delete the Organization’s Data within and up to twelve (12) months post termination of this Subscription Agreement, in accordance with SportsEngine’s internal data destruction policy.
11. THE LEGAL STUFF
Each party represents, warrants and agrees that neither it nor any of its subsidiaries, directors, officers or controllers is the subject of any embargoes, sanctions, trade controls, or investment restrictions imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Commerce Department, the U.S. State Department, Executive Orders by the President of the United States, the United Nations Security Council, the United Kingdom, the European Union or any member thereof (collectively, “Sanctions”) and that all services shall comply with all applicable Sanctions and export control laws, including those administered by the US Department of Commerce Bureau of Industry and Security and the US State Department Directorate of Defense Trade Controls (“Export Controls”). Without limiting the foregoing, You shall not permit users to access or use the Software and/or Services in violation of any Sanctions or Export Controls.
In the event that SportsEngine determines in its sole discretion that performing, or failing to perform, one or more of its obligations under this Agreement would be contrary to or required by any Sanctions or Export Controls, SportsEngine’s performance of, or failure to perform, such actions shall not constitute a breach of this Subscription Agreement by SportsEngine and SportsEngine shall not be liable to You, or any third party, for any damages arising as a result of SportsEngine’s performance of, or failure to perform, such obligations.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Subscription Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
NO THIRD-PARTY BENEFICIARIES
There are no third party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
The Organization may not assign any of its rights or obligations under this Subscription Agreement. SportsEngine may assign any of its rights or obligations under this Subscription Agreement without the prior consent of the Organization.
AGREEMENT TO GOVERNING LAW AND JURISDICTION
Where your Organization is based in the United States, Canada or Rest of the World
This Agreement shall be governed, interpreted and construed under the laws of the United States and the State of Minnesota without regard to any conflict of law principles. The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties under or related to this Agreement. Any Dispute arising out of this Agreement which cannot be resolved by the parties shall be governed exclusively by binding arbitration initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in the State of Minnesota. The arbitrator shall have the power to award reasonable attorneys’ fees and costs to the prevailing Party in any arbitration, and either Party shall have the right to take appropriate action to enforce any arbitration award in any court having jurisdiction over the applicable Party.
Where your Organization is based in the United Kingdom, Europe, the Middle East or Africa
The formation, construction, performance, validity and all aspects of the Agreement, including any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties agree that the courts of England & Wales shall have the nonexclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.
Where your Organization resides in Australia or New Zealand
The formation, construction, performance, validity and all aspects of the Agreement, including any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Australia. The parties agree that the courts of the state of New South Wales, shall have the nonexclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.
SportsEngine and its businesses are trading names owned and operated by SportsEngine, Inc., a corporation registered in Delaware, an NBC Sports Next company that is a subdivision of NBC Sports and part of NBCUniversal Media, LLC. We can be contacted at:
807 Broadway Street NE, Suite 300
Minneapolis, MN 55413
SportsEngine (c/o SportsEngine UK Limited):
City Quays 1
7 Clarendon Road