This User Agreement (the "Agreement") is a legal agreement between you and NextUp Labs Inc. ("Top Score") respecting your use of Top Score services as described herein and on Top Score's website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at email@example.com.
2. The Services
If you are a Coach, in order to use the Services, you must:
If you are a Player, in order to use the Services, you must:
You specifically agree that Top Score may rely on the accuracy of the information provided by you to Top Score, and that Top Score will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Top Score.
3. Rules for Using the Services
(a) Keep your Access Information to yourself.
You will not permit anyone other than you, as an individual, to obtain access to the Services through your Top Score account or otherwise using your Access Information.
(b) Use the Services in a legal manner.
You must only use the Services in accordance with this Agreement and applicable law, and you represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services.
(c) Comply with any agreements respecting your mobile device and Internet service provider.
Because you are likely accessing the Services through a mobile device (such as an Android smartphone or an iPhone), you must continue to comply with all usage terms and agreements of your Internet service provider, mobile device manufacturer (including any usage limitations) and any app store through which you download the Software. Nothing in this Agreement overrides such usage terms and agreements; however, where this Agreement provides stricter parameters, the terms of this Agreement will prevail.
(d) Be truthful and accurate.
You must ensure that any information that is provided to Top Score through the Services or pursuant to this Agreement is true, accurate, current and complete.
(e) Get permission before you post data and content.
You must ensure that you have the right, and have obtained all relevant permissions, to provide Top Score with any data and content that you may post, and in particular, Coaches are solely responsible for obtaining all relevant permissions to input any information that may be classified as personal information of a Player, or may otherwise pertain to Players.
(f) Don't use the Services to harm anyone or to commit crimes.
You must not in any way use the Services to harass, abuse, defame, defraud, or deceive any third party, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any harassment, any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party's privacy rights.
(g) Be responsible.
You will be solely responsible for all activities with respect to the Services undertaken by you, including accessing and posting data and content.
(h) Use the Services only for your information.
You will use the Services only for personal and non-commercial purposes.
(i) Don't harm any security or computer systems.
You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Top Score and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services). This includes not: (i) taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypassing, circumventing or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) running any form of auto-responder or "spam" on the Services; (v) using manual or automated software, devices, or other processes to "crawl" or "spider" any page of our websites; (vi) harvesting or scraping any content from the Services; or (vii) otherwise taking any action in violation of our guidelines and policies.
(j) Help to investigate.
You will cooperate with Top Score and provide information requested by Top Score to assist Top Score and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
4. The Software
4.2. Restrictions on Software Use. You shall not:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
(c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);
(d) copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Top Score; or
(e) use the Software in any way inconsistent with the use parameters for the Services;
For the purposes of this provision "copy or reproduce" shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.
4.3. Compliance with Laws. You hereby represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
5. Privacy and Confidentiality
5.2. Consent to Information Use. Additionally, by submitting personal information to Top Score pursuant to this Agreement, including without limitation your name and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Top Score for the purposes of Top Score’s provision of the Services and Top Score’s internal use and specifically the purposes for which such information has been requested. You specifically agree that Top Score may disclose such information to third parties to the limited extent necessary to provide you with the Services, and that you are also providing your express consent to communications from Top Score (including e-mail communications, both marketing and informational) respecting Top Score products and services, including the Services and Software.
5.3. Applicability of Laws of Other Jurisdictions. You acknowledge that, due to the nature of the Services, information or data uploaded to the Services may be hosted on servers residing in jurisdictions other than Canada, over which Top Score has no direct control. By using the Services, you acknowledges that your information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Although we have made reasonable efforts to verify that its agreements with such server providers are reasonably protective of your data, you acknowledge that we have no liability for any acts or omissions of third parties in relation to such servers and the data stored on them, and you therefore release Top Score from all liability for any governmental or third party action taken in such jurisdictions with respect to such data.
6. Intellectual Property Rights
6.2. Rights in Intellectual Property. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, Software, or any part thereof. Your only rights to the Services, Software and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
6.3. Third Party Intellectual Property. All intellectual property rights in third party content accessible through the Services are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such content, and the unauthorized reproduction or distribution of such third party content is prohibited by applicable law.
7. Disclaimer of Warranties
7.2. Your Sole Responsibility. Top Score has no special relationship with or fiduciary duty to you, and you acknowledge that Top Score has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what content you or other users post on or through, the Services, (c) how you or any other user may interpret or use any content input into or posted on or through the Services, or (d) what actions you or any third party may take as a result of use of the Services by you or any other user. Top Score makes no representations or warranties whatsoever concerning any data available through the Services, and Top Score will not be responsible or liable for in any way for any such data, including its continued availability, accuracy, quality or reliability (whether in individual or aggregate form), or the timeliness or currency of any data obtained through the Services. You are solely responsible for evaluating whether the data obtainable through the Services suits your needs.
8. Limitation of Liability
8.2. No Indirect Damages. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Top Score BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF Top Score HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10.2. Termination by Top Score. Top Score reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services, access any information through the Services, and use any materials obtainable through the Services will immediately cease. Any fees paid by you, if any, are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
10.3. Additional Remedies. Without limiting other remedies, Top Score may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Top Score is unable to verify or authenticate any information you provide; (c) Top Score believes that your actions may cause financial loss or legal liability for you, other users or Top Score, or (d) Top Score receives any undue complaint(s) (as determined by Top Score in its sole discretion) from any Coach, Player or Third Party User respecting your use of the Services.
10.4. Legal Investigation. Top Score reserves the right to investigate suspected violations of this Agreement. You hereby authorize Top Score to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers and your Accounts in order to enforce the terms and conditions of this Agreement.
10.5. Non-Exclusive Remedies. The above-described actions are not Top Score's exclusive remedies and Top Score may take any other legal, equitable or technical action it deems appropriate in the circumstances. Top Score will not be liable for any damage caused by the termination of this Agreement.
11. General Provisions
11.2. Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
11.3. Electronic Agreement. You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Top Score to show your acceptance of this Agreement and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
11.4. Invalidity of Provisions. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
11.5. English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
11.6. Minors. If you are a minor and legally unable to enter into this Agreement because you are underage, you may not enter into this Agreement and use the Services unless your parent or guardian agrees to this Agreement on your behalf. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Services is allowed. If you are a parent or guardian of a Player, you acknowledge that you have carefully read and considered the provisions of this Agreement, consent to the Player’s use of the Services, and will be responsible in law for the Player’s use of the Services and compliance with this Agreement. For greater certainty, any parent or guardian of a Player who is accessing the Services on their own behalf are also personally bound to comply with the terms of this Agreement.