Terms & conditions
THESE TERMS (“Terms”) are an Agreement between Empower Youth Sports Play Corp.,a corporation formed under the laws of the State of Delaware (“EYSP”) and each Registered User (“Registered User”) of the EYSP app, services, features, or software (the “EYSP App”). All users are required to review and be bound by these Terms in order to participate on the EYSP App. You agree to these Terms by installing, accessing, or using the EYSP App. IF YOU DISAGREE WITH ANY PORTION OF THESE TERMS, YOU CANNOT PARTICIPATE AS A USER OF THE EYSP APP. PLEASE CAREFULLY REVIEW THESE TERMS BECAUSE THEY IMPACT YOUR RIGHTS, RELIEF, AND LIABILITY.
Scope of EYSP Services.
- The EYSP App provides social connection and marketplace servicesby providing a platform that allows sports seekers (“Seekers”) to connect with quality youth sports providers (“Providers”). Seekers can browse through a directory of sports, read and post reviews, rate organizations, message coaches, and post open registration ads through the EYSP App.Collectively, Seekers and Providersare Registered Users.Any sporting event, coaching opportunity, team membership, or other connection or transaction taking place between Registered Users shall be considered an “Event.” EYSP does not employ or endorse any Registered Users and has no control over the acts or omissions of any Registered Users.
- EYSP IS NOT A PARTY TO THE EVENTS CREATED OR ADVERTISED ON THE EYSP APP, NOR DOES EYSP HAVE ANY CONTROL OVER WHAT OCCURS, OR DOES NOT OCCUR, AT THE EVENTS. EYSP IS MERELY A PLATFORM TO CONNECT TO OTHERS AND IS NOT RESPONSIBLE OR LIABLE FOR ANYTHING DIRECTLY OR INDIRECTLY RELATED TO ANY OF THE EVENTS THEMSELVES. EYSPMAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY REGISTERED USER OR ABOUT YOUR INTERACTIONS OR DEALINGS WITH OTHER REGISTERED USERS. EYSP DOES NOT SCREEN USERS OR CONDUCT ANY BACKGROUND CHECKS EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS. YOU SHOULD EXERCISE CAUTION AND PERFORM YOUR OWN SCREENING BEFORE CONNECTING OR MEETING WITH ANY OTHER REGISTERED USER, ENTERING INTO A CONTRACT OR AGREEMENT WITH ANY OTHER REGISTERED USER, OR OBTAINING ANY SERVICES. ANY DISPUTES OR ISSUES OCCURRING BETWEEN REGISTERED USERS OR IN CONNECTION WITH THE EVENTS THEMSELVES MUST BE DEALT WITH BETWEEN THE REGISTERED USERS.
- AS THE PROVIDER OF THE EYSP APP, EYSP IS NOT ACTING AS AN AGENT IN ANY CAPACITY FOR ANY REGISTERED USER.
- EYSP has no control over and does not guarantee the existence, quality, safety, suitability, or accuracy of any messages or chats sent or received through the EYSP App. You should always exercise due diligence and care when deciding whether to communicate and interact with other Registered Users, whether online or in person.
- If you choose to use the EYSP App, your relationship with EYSP is limited to being an independent third-party user, and not an employee, agent, joint venturer, or partner of EYSP for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of EYSP.
- The EYSP App may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. EYSP is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by EYSP of such Third-Party Services.
- Due to the nature of the Internet, EYSP cannot guarantee the continuous and uninterrupted availability and accessibility of the EYSP App. EYSP may restrict the availability of the EYSP App or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the EYSP App. EYSP may improve, enhance and modify the EYSP App and introduce new services from time to time.
I. Eligibility, Using the EYSP App, Registered User Verification.
- You must be at least 18 years old to access and use the EYSP App. By accessing or using the EYSP App, you represent and warrant that you are 18 or older.
- If you are not at least 18 years or older, you represent and warrant that: (1) you have your parent or guardian’s permission to use EYSP; and (2) your parent or guardian has read and expressly agrees to these Terms in full and agrees to be liable for any breach of said Terms.
- User verification on the Internet is difficult and EYSP does not assume any responsibility for the confirmation of any Registered User’s identity.
II. Modification of These Terms.
EYSP reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to the Terms, we will post the revised terms on the EYSP App and update the “Last Updated” date at the top of them. We will also provide you with notice, as appropriate, of the modifications by email before the date they become effective. If you disagree with the revised Terms, you must terminate your participation in the EYSP App with immediate effect by deleting your account and ceasing all use of the EYSP App. If you do not terminate your use before the date the revised Terms become effective, your continued access to or use of the EYSP App will constitute acceptance of the revised Terms.
III. Account Registration; Acceptable Devices or Software.
- You must register an account, which may consist of up to one Seeker or Provider (“EYSP Account”) to access and use certain features of the EYSP App. If you are registering anEYSP Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
- You can register EYSP Account using an email address and creating a password.
- You will be asked to provide information including your name, date of birth, and email address.
- You may be asked to provide additional information during the registration process for your EYSP Account including, but not limited to, your location, your phone number, and other various preferences.
- You must provide accurate, current and complete information during the registration process and keep your EYSP Account and profile page information up-to-date at all times.
- You cannot register more than one EYSP Account unless EYSP authorizes you to do so. You may not assign or otherwise transfer your EYSP Account to another party.
- You are responsible for maintaining the confidentiality and security of your EYSP Account credentials and may not disclose your credentials to any third party. You must immediately notify EYSP if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your EYSP Account. You are liable for any and all activities conducted through your EYSP Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
- You must provide certain devices, software, and data connections to use the EYSPApp, which we otherwise do not supply. For as long as you use the EYSP Services, you consent to downloading and installing updates to the EYSP App, even automatically. EYSP is not responsible, nor liable, directly or indirectly, for any download, installation, use, transmission failure, interruption, or delay of the EYSP Services or the EYSP App, or any third party content, services, or advertisements due to data, connectivity, or other internet issues due to such devices, software, and data connections. EYSP is likewise not responsible, nor liable, directly or indirectly, for any data charges or service fees associated with such devices, software, and data connections.
- EYSP may, at its sole discretion, enable Registered Users to: (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the EYSP App (“Registered User Content”); and (ii) access and view Registered User Content and any content that EYSP itself makes available on or through the EYSP App, including proprietary EYSP content and any content licensed or authorized for use by or through EYSP from a third party (“EYSP Content”) and together with Registered User Content, (“Collective Content”).
- EYSP is not responsible for any Registered User Content on the EYSP App. Registered User Content is uploaded by Registered Users at their own risk and Registered Users must ensure their postings, messages, and chats comply with these Terms.
- The EYSP App, EYSP Content, and Registered User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the EYSP App and EYSP Content, including all associated intellectual property rights, are the exclusive property of EYSP and/or its licensors or authorizing third-parties. You will not remove, alter, reproduce, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the EYSP App, EYSP Content or Registered User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of EYSP used on or in connection with the EYSP App and EYSP Content are trademarks or registered trademarks of EYSP in the United States. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the EYSP App, EYSP Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
- You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the EYSP App or Collective Content, except to the extent you are the legal owner of certain Registered User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by EYSP or its licensors, except for the licenses and rights expressly granted in these Terms.
- Subject to your compliance with these Terms, EYSP grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) download and use EYSP mobile apps, as they become available, on your personal device(s); and (ii) access and view any Collective Content made available on or through the EYSP App and accessible to you, solely for your personal and non-commercial use.
- You are solely responsible for all Registered User Content that you make available on or through the EYSP App. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available on or through the EYSP App or you have all rights, licenses, consents and releases that are necessary to grant to EYSP the rights in and to such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission or transmittal of the Registered User Content or EYSP’s use of the Registered User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- You will not post, upload, publish, submit or transmit any Registered User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any EYSP policy. EYSP may, without prior notice, remove or disable access to any Registered User Content that EYSP finds to be in violation of these Terms or EYSP’s then-current policies or standards, or otherwise may be harmful or objectionable to EYSP, its Registered Users, third parties, or property.
- Relationship Between EYSP, Registered Users, and Third Parties Recommended, Rated, Reviewed, or Otherwise Suggested or Mentioned by Registered Users. The EYSP App connects Registered Users and allows them to initially connect and transact. EYSP is not itself a provider of any services outside the scope of the EYSP App and is not affiliated with any Registered User or third party that is recommended, rated, reviewed, or otherwise mentioned or suggested by Registered Users. EYSP also does not screen any messages or communications to ensure they meet the qualifications required by the Registered User seeking advice or recommendations. OUTSIDE OF THE EYSPAPP, EYSP IS NO LONGER INVOLVED IN THE RELATIONSHIP BETWEEN ANY PARTIES. IT IS YOUR RESPONSIBILITY TO EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO COMMUNICATE AND INTERACT WITH OTHER REGISTERED USERS, WHETHER ONLINE OR IN PERSON. EYSP DOES NOT GUARANTEE, NOR ARE WE LIABLE FOR, THE OUTCOME OF ANY MESSAGE, CHAT, OR SUGGESTION PROVIDED TO YOU THROUGH THE EYSP APP. EYSP IS ALSO NOT RESPONSIBLE OR LIABLE IN ANY WAY, SHAPE, OR FORM FOR WHAT OCCURS, OR DOES NOT OCCUR BASED ON THE SUGGESTION, ADVICE, OR COMMUNICATION PROVIDED THROUGH THE EYSP APP.
Providers may advertise their Events on the EYSP App by choosing a subscription plan and making payment to EYSP. EYSPdoes not guarantee that any payments made for advertising Events will result in any increase in the number of Seekers registering for such Events. EYSP reserves the right to update the prices associated with such subscription plans at any time.
VI. Currency Used.
All transactions on the EYSP App are in United States currency (USD$). EYSP does not provide currency exchange services.
VII. Event Risk.
Registered Users acknowledge that given the nature of sports and physical activity, all Events present inherent risk of possible physical stress and injury. In the event that a Registered User has physical stress or an injury,EYSP will not be held liable.
VIII. Prohibited Activities.
- You are solely responsible for compliance with any and all laws, rules, or regulationsthat may apply to your use of the EYSP App. EYSP is not liable for any violation of the prohibited activities. In connection with your use of the EYSP App, you will not assist or enable others to:
- Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, policies, or standards;
- Use the EYSP App or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies EYSP endorsement, partnership or otherwise misleads others as to your affiliation with EYSP;
- Use the EYSP App in connection with the distribution of unsolicited commercial messages (“spam”);
- Contact another Registered User for any purpose relating to recruiting or otherwise soliciting any Registered User to join third-party services, applications or websites, without our prior written approval;
- Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
- Use, display, mirror, frame, reproduce, alter, or copy the EYSP App or Collective Content, or any individual element within the EYSP App, EYSP name, any EYSP trademark, logo, copyrighted material, or other proprietary information, or the layout and design of any page or form contained on a page in the EYSP App, without EYSP’s express written consent;
- Dilute, tarnish or otherwise harm the EYSP brand in any way, including through unauthorized use of Collective Content, registering and/or using EYSP or derivative terms in domain names, trade names, trademarks, copyrighted material, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to EYSP domains, trademarks, taglines, promotional campaigns or Collective Content;
- Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the EYSP App for any purpose;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by EYSP or any of EYSP’s providers or any other third party to protect the EYSP App;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the EYSP App;
- Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the EYSP App; or
- Violate or infringe anyone else’s rights or otherwise cause harm to anyone.
- You acknowledge that EYSP has no obligation to monitor the access to or use of the EYSP App by any Registered User or to review, disable access to, or edit any Registered User Content, but has the right to do so to: (i) operate, secure and improve the EYSP App (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Registered Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Registered User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Registered Users agree to cooperate with and assist EYSP in good faith, and to provide EYSP with such information and take such actions as may be reasonably requested by EYSP with respect to any investigation undertaken by EYSP or a representative of EYSP regarding the use or abuse of the EYSP App.
- If you feel that any Registered User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who: (i) engages in offensive, violent or sexually inappropriate behavior; (ii) you suspect of stealing from you; or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to EYSP by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
IX. Term and Termination.
- Without limiting our rights specified below, EYSP may terminate these Terms and your use of or access to the EYSP Services for convenience at any time and for any reason, including:
- Your failure to be polite and courteous to other Registered Users;
- Your material breach of your obligations under these Terms;
- Your violation of applicable laws, regulations, or third party rights, or
- If EYSP believes in good faith that such action is reasonably necessary to protect the personal safety or property of EYSP, its Registered Users, or third parties (for example, in the case of fraudulent behavior of a Registered User).
- In addition, EYSP may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights; (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the EYSP Account registration or thereafter;or (iv) EYSP believes in good faith that such action is reasonably necessary to protect the personal safety or property of EYSP, its Registered Users, or third parties, or to prevent fraud or other illegal activity:
- Refuse to surface, delete, or delay any Registered User Content;
- Limit your access to or use of the EYSP App;
- Temporarily or permanently revoke any special status associated with your EYSP Account; or
- Temporarily or permanently suspend your EYSP Account.
- When these Terms and your use of or access to the EYSP Services have been terminated, you are not entitled to a restoration of your EYSP Account or any of your Registered User Content. If your access to or use of the EYSP App has been limited or your EYSP Account has been suspended or terminated by us, you may not register a new EYSP Account or access and use the EYSP App through anEYSP Account of another Registered User.
- You may request for your EYSP Account to be deleted, however, your EYSP Account cannot be inactivated on a temporary basis. Upon such request for deletion, all Personal Information and Verification Information will be deleted, except for your name and email. EYSP may retain any other Information, including but not limited to payment history, chat history and communications, reviews, and Event participation history.
- YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES, INCLUDING ANY ACTION OR INACTION IN CONNECTION WITH THE EVENTS. EACH REGISTERED USER IS SOLELY RESPONSIBLE FOR EXECUTING APPROPRIATE DUE DILIGENCE AND CAUTION WHEN COMMUNICATING WITH OTHERS AND IN PARTICIPATING IN EVENTS WITH OTHER REGISTERED USERS OR THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “EYSP PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES, REGISTERED USERS, OR OTHER CLAIMS THAT ARE IN ANYWAY CONNECTED TO THE EVENTS. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE STATUTE OR LAW WHICH SAYS THAT: 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.
- YOU AGREE THAT YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE EYSPAPP, LAWS, RULES, OR REGULATIONS THAT MAY BE APPLICABLE TO YOUR USE OF THE INNOVATING COACHING APP AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY EYSP.
- THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
XII. LIMITATION OF LIABILITY.
THE EYSP PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE EYSP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE EYSP PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
YOU AGREE TO RELEASE, DEFEND (AT EYSP’S OPTION), INDEMNIFY, AND HOLD EYSP AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:
- YOUR BREACH OF THESE TERMS OR OUR POLICIES OR STANDARDS;
- YOUR IMPROPER USE OF THE EYSP APP OR ANY EYSP SERVICES;
- YOUR INTERACTION WITH ANY REGISTERED USER, INCLUDING WITHOUT LIMITATION ANY INJURIES, LOSSES OR DAMAGES (WHETHER COMPENSATORY, DIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE) OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF SUCH INTERACTION THROUGH THE EYSP APP, REGARDING A EVENTCREATED OR SCHEDULED THROUGH THE EYSP APP, OR OTHERWISE; OR
- YOUR BREACH OF ANY LAWS, REGULATIONS, OR THIRD-PARTY RIGHTS.
XIV. Dispute Resolution.
- ThisDispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States but bring any claim against EYSP in the United States (to the extent not in conflict with the Governing Law provisions, below).
- Overview of Dispute Resolution Process. EYSP is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section applies: (1) an informal negotiation directly with EYSP’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section).
- Pre-Arbitration Dispute Resolution and Notification. Prior to initiating arbitration, you and EYSP each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact EYSP’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
- Agreement to Arbitrate. You and EYSP mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the EYSP App or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and EYSP agree that the arbitrator will decide that issue.
- Exceptions to Arbitration Agreement. You and EYSP each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:
- Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and
- Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
- Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
- Modification to AAA Rules – Arbitration Hearing/Location. Any required arbitration hearing may be conducted (a) in Harris County; (b) in any other location to which you and EYSP both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
- Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
- Jury Trial Waiver. You and EYSP acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
- No Class Actions or Representative Proceedings. You and EYSP acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Registered User in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and EYSP both otherwise agree in writing, in an arbitration proceeding, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
- Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
- Changes. Notwithstanding the provisions of theModification Section, if EYSP changes this Section after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of EYSP’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you andEYSP in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
- Except as provided in the Severability Section, this Section will survive any termination of these Terms and will continue to apply even if you stop using the EYSP App or terminate your EYSP Account.
XV. General Provisions.
- Governing Law. These Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in the Dispute Resolution Section must be brought in state or federal court in Harris County, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Harris County, Texas.
- Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between EYSP and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between EYSP and you in relation to the access to and use of the EYSP App.
- Restriction on Assignability or Transfer. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without EYSP’s prior written consent. EYSP may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Your right to terminate these Terms by immediately discontinuing your use of and access to the EYSP Services and the EYSP App at any time remains unaffected.
- Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
- Waivers. EYSP’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
- Notices. Unless specified otherwise, any notices or other communications to Registered Users permitted or required under these Terms, will be in writing and given by EYSP via email, EYSP App notification, or messaging service.
- Questions? If you have any questions about these Terms please email us.