Welcome and thank you for choosing The TreigningLab! Elite Performance for pro-athletes.
You are required to read and agree to the following before continuing to use the services (the “Services”) made available on the TreigningLab Website (the “Site”) and/or our affiliated application (the “App”). All use of the Services is governed by these terms and conditions (this “Agreement”).
After you have carefully read this Agreement, be sure to save it. However, please be aware that TreigningLab may modify the terms and conditions contained in this Agreement from time to time, and by accepting these terms you hereby agree to be bound to any such changes when you use the Services after any modifications to the Agreement are published on the site and/or the App. It is therefore imperative for you review this Agreement periodically to ensure you are updated as to any modifications, additions, and/or changes to the Agreement.
By using the Services, you agree to be bound by this Agreement whether you are a (1) visitor - which means that you simply browse the Site and/or the App, or whether you are a (2) user with a registered account. The term “User” refers to any visitor or registered user of the Services, unless provided otherwise. If you do not agree with the terms and conditions contained in the Agreement, leave the Site or any of its applications immediately and discontinue any and all use of the Services.
Please click here to view our Refund Policy.
If you wish to become a registered user, communicate with other Users, and make full use of the Services provided herein, you must read this Agreement and indicate your acceptance to the terms and conditions contained herein.
1. Eligibility to Use Services.
By using the Services, you represent and warrant that (a) the registration information you submit is truthful and accurate; (b) you are 13 years of age or older; and (c) your use of the Services does not violate any applicable laws or regulations. Your registered user account may be deleted and your use of the Services, the Site and/or the App may be terminated without any warning or notice if we believe that you are less than 13 years of age. Use of Services is void where prohibited.
2. User Registration.
When you sign up to become a User, you will also be asked to create a password. You agree not to use the account, username, or password of another User at any time, or disclose your password to any third party. You agree to notify TreigningLab immediately if you suspect any unauthorized use of your account, or access to your password. You are solely responsible for any and all uses of your account.
In order to participate in certain Services offered via the Site and/or the App, Users may be required to download additional software or content and/or agree to additional terms and conditions. Any additional terms are hereby incorporated by reference into this Agreement, and may be updated from time to time.
3. Limited License of TreigningLab Material.
TreigningLab hereby authorizes Users to copy materials on this Site solely for the purpose of viewing and using the Services on your computer or mobile device. Additionally, Users may print TreigningLab materials from the Site and/or the App for the sole and exclusive purpose of conducting personal, noncommercial use and retention of information. Users may not sell or modify the material or reproduce, republish, display, publicly perform, distribute, or otherwise use the material in any way for any public or commercial purpose. Unauthorized use of the Services for any other purpose is strictly prohibited. Users may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site, the App or the Services. Nor may Users use any network monitoring or discovery software to determine the site architecture, or extract information about usage or Users. Users may not use any robot, spider, other automatic device, or manual process to monitor or copy our Site or its content without our prior written permission from TreigningLab.
4. User Content.
TreigningLab does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that Users upload, post, share, etc. to the Site, the App and/or through the Services (“User Generated Content”). After posting or uploading any User Generated Content to the Site, the App and/or through the Services, User shall continue to retain all ownership rights in such User Generated Content.
Users are solely responsible for any third party Content in your User Generated Content, and for the use of the User Generated Content, including on our Site, our App and through the Services. TreigningLab reserves the right to remove your User Generated Content if required by such third parties.
In addition, the Site, the App and/or Services may contain sporting event Content, under license to TreigningLab from one or more third parties, in which User is featured and/or visible (“User Featured Content”) (together, with User Generated Content, “User Content”).
By agreeing to these terms User are hereby grants us and our licensees, distributors, agents, independent contractors, representatives and other authorized users (collectively, the “TreigningLab Entities”), a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such User Content, in whole or in part, in all media formats and channels now known or hereafter devised (including on TreigningLab Sites, on third party web sites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity (the “Content License”). User appoints us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm, fully utilize, or enforce the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement.
By agreeing to these terms and conditions, User represents that:
• (i) you own the User Generated Content posted by you or otherwise have the legal right to post the User Generated Content,
• (ii) the posting of your User Generated Content on or through the Services does not violate the privacy rights, publicity rights, intellectual property rights (copyrights, patents, trademarks, servicemarks), contract rights or any other rights of any person or entity, and
• (iii) you have provided your consent to the use of User Featured Content to your school and/or applicable athletic organization from which TreigningLab has obtained, directly or indirectly, such User Feature Content. To the extent that any of the User Content on the Site and/or Services features a child of User under the age of 18, User is deemed to have consented to the Content License on such child’s behalf and the foregoing representations with regard to such Content, and such child shall also be deemed to be a User for purposes of this Agreement.
To the extent any “moral rights,” “ancillary rights,” or similar rights in or to the User Content exist and are not exclusively owned by us, User hereby agrees not to enforce any such rights as to us or the TreigningLab Entities, and you shall procure the same agreement not to enforce from any others who may possess such rights. User agrees to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to or through the Services.
5. Infringing Content & Compliance with Digital Millennium Copyright Act
TreigningLab reserves the right to remove any User Content that is alleged to infringe the copyright of a third party or otherwise violates User rights and/or to suspend or terminate a User’s access privileges in the event of repeat infringement by a User.
If User is a copyright owner or an authorized agent and believe that protected work has been copied and posted on the Site, the App and/or the Services in a way that constitutes copyright infringement, or if you believe your rights have otherwise been violated by the Site, the App and/or the Services, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent listed below with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person whose rights have been violated;
• (ii) a description of the copyrighted work that you claim has been infringed or the particular rights violated;
• (iii) if applicable, a description of where the material that you claim is infringing is located on the Site;
• (iv) your address, telephone number, and email address;
• (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law or with regard to the rights violated; and
• (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate.
Send the above information to Our designated Copyright Agent to [email protected]
. Or you can mail the above information to [ enter physical address of TreigningLab ].
If you believe that User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice pursuant to the DCMA containing the following information to the Copyright Agent:
• (i) your physical or electronic signature;
• (ii) Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
• (iii) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and
• (iv) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Nebraska, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received, TreigningLab may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
6. Other Intellectual Property.
The Site, the App and the Services, as well as certain Content available therein (together, “TreigningLab Intellectual Property”), are protected by copyright, trademark, patent, trade secret and other intellectual property laws in the United States and other countries, and TreigningLab owns and retains all such rights in the TreigningLab Intellectual Property. TreigningLab hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the TreigningLab Intellectual Property solely for your personal use in connection with viewing the Site and using the Services. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any TreigningLab Intellectual Property appearing on the Site or through the Services.
Without limiting the foregoing, TreigningLab, TreigningLab, the TreigningLab logo, are trademarks of TreigningLab, protected under international law, the laws of the United States and other countries. Other parties’ trademarks used, depicted or identified on this Site are the property of their respective owners, used here by permission, and may be registered in one or more countries. Use on this Site of the trademark(s) (including, but not limited to, names and logos) of any other party is not intended to imply TreigningLab’s affiliation with or endorsement of that party, or that party’s sponsorship or endorsement of TreigningLab and their products or services.
7. User Conduct.
The right to use the Services is conditioned on User compliance with the terms and conditions in this section. User agrees not to post any User Content that is:
• patently offensive and/or promotes any racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person, team, school or group; exploits people in a sexual or violent manner; or contains nudity, violence, or offensive subject matter or contains a link to an adult website;
• solicits personal information from any User; provides any User telephone numbers, street addresses, last names, URLs or email addresses; involves the transmission of “junk mail,” “chain letters,” or “unsolicited mass mailing”, “instant messaging”, “phishing”, “spimming” or “spamming”; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
• promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or video or links to pirated files;
• furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; and
• involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes.
Further, User hereby agrees not to use the Services to participate in:
• criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or violation of the privacy or publicity rights of third parties;
• advertising to, or solicitation of, any User to buy or sell any products or services through the Services. Users may not transmit any chain letters or junk email to other Users. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. In order to protect our Users from such advertising or solicitation, TreigningLab reserves the right to restrict the number of emails that a User may send to other Users;
Users hereby agree not to attempt to impersonate another User, and also acknowledge that the Services are for public and not private communications and that User has no expectation of privacy with regard to any User Content.
If you become aware of misuse of the Services by any person, please contact us at [email protected]
User hereby agrees to indemnify and hold harmless TreigningLab, the TreigningLab Entities, their respective officers, agents, partners and employees, from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, the app and/or the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any User Content posted on the Site, the App and/or through the Services causes TreigningLab to be liable to another third party or User.
User also agrees, to the extent permissible by all applicable laws, on behalf of User and User’s heirs, assigns, successors, executors, administrators, and legal representatives that User hereby releases and holds harmless TreigningLab, and its managers, directors, shareholders, officers, agents, servants, and employees from any and all liability, claims, demands, actions, causes of action and costs and expenses (including attorney’s fees) whatsoever arising out of or related in any manner to any loss, damage, or injury, that may be sustained by me, WHETHER CAUSED BY THE NEGLIGENCE OF TreigningLab, or otherwise, while participating in the Services.
DISCLAIMERS OF WARRANTIES: TreigningLab DOES NOT WARRANT THAT THE SITE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THIS SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND/OR OTHER HARMFUL MATERIALS.
IF YOUR USE OF THE SITE OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TreigningLab IS NOT RESPONSIBLE FOR THOSE COSTS. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.
TreigningLab, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. TreigningLab MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.
DISCLAIMER OF CONSEQUENTIAL DAMAGES: EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER TreigningLab NOR THE TreigningLab ENTITIES OR THEIR DIRECTORS, EMPLOYEES, LICENSORS, CONTENT PROVIDERS, AFFILIATES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES, ARISING FROM THE USE OF THIS SITE AND SERVICES, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
REMEDY: IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE SERVICES.
Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. TreigningLab makes no representation of any kind with respect to the applicability and enforceability of laws or policies of countries other than the United States over the content of this site and the provisions of this Agreement.
11. Alabama Law and Venue
This Agreement shall be interpreted, construed and governed by the laws of the State of Alabama, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods.
Venue for all disputes arising under this Agreement shall lie exclusively in the state courts of the State of Alabama or the United States District Courts in Alabama (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, TreigningLab shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief.
Should any clause of this Agreement be found unenforceable, this will not affect any other clause and each will remain in full force and effect. TreigningLab’s failure to expressly enforce any provision of this Agreement does not waive its rights to enforce that or any other provision.
California Users are entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
Refund Cancellation Policy
This FAQ provides a summary of the TreigningLab Cancellation and Refund Policy. Please review the TreigningLab Terms and Conditions for a full description of this policy.
Cancellations and Refunds of Recurring Subscriptions
Purchased on the TreigningLab Website
You may cancel a recurring subscription at any time by emailing TreigningLab Customer Support. Include the name and email address associated with the TreigningLab User account and/or the receipt that you received via email after your purchase.
Once you cancel your account you won’t be charged again, but you are responsible for whatever charges have already been incurred for the current billing period. You will have a “Pending Subscription Change” noted on your account and you will continue to have the same access and benefits of TreigningLab for the remainder of the current billing period.
We reserve the right to issue refunds or credits at our sole and absolute discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
Cancellation and Refunds of In-App Subscriptions Purchased from the iTunes App Store
All in-app subscription purchases made on the iTunes App Store are subject to Apple’s terms and conditions.
Cancellation and Refunds of One-Time Purchases on the TreigningLab Website
One-time purchases cannot be cancelled and are non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
Changes to Content or Access
We reserve the right to make changes to our products at any time. If we temporarily reduce or eliminate the charge for content or access that you are currently paying for under different terms, you will not be entitled to a refund.
If any or all of our digital products are temporarily unavailable, you will not receive a refund. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
Cancellations by TreigningLab
We reserve the right to suspend or terminate your subscription or product for any reason, with or without notice and without further obligation. You will not be entitled to a refund in these circumstances. If any or all of our digital products are temporarily unavailable, you will not be entitled to a refund. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
THIS IS A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU AS THE LICENSEE AND TreigningLab, INC. (“TreigningLab”) AS THE LICENSOR. THE SOFTWARE IS LICENSED FOR USE ONLY PURSUANT TO THE TERMS SET FORTH HEREIN. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THE TERM “YOU” OR “LICENSEE” SHALL MEAN THE LEGAL ENTITY FOR WHICH THE SOFTWARE HAS BEEN OBTAINED AND ON WHOSE BEHALF IT IS USED, AS INDICATED IN YOUR AGREEMENT TO USE THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.
BY AGREEING TO USE THIS SOFTWARE, YOU HEREBY REPRESENT THAT THEY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE LICENSEE.
THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF YOUR INITIAL USE OF THE SOFTWARE (“EFFECTIVE DATE”).
1.1 “Client Software” means those elements of the Software intended for installation on laptops, and / or other personal computers.
1.2 “Coaching Data” means Licensee coaching tools and data, such as voice, telestration and textual annotations of Video Content, playbooks, diagrams, coaching presentation and testing materials, and communications among End Users, as contained in the Software. Coaching Data does not include Coach Contact Information.
1.3 ”Coach Contact Information” means name, email address, phone number, and any other contact information of any coaches provided by Licensee to TreigningLab.
1.4 “Documentation” means the standard user, operations and training manuals that TreigningLab makes available to Licensees in connection with the Software.
1.5 “End Users” means members of each Licensee Team and such Team’s respective coaching, support, and / or other staff.
1.6 “Enhancements” means improvements, updates, fixes, or version upgrades which offer enhancements to the functionality, performance or reliability of the Software and that are made available by TreigningLab to its licensees generally; provided, however, that Enhancements shall not include any new platforms, modules or other software that TreigningLab may develop from time to time, which are generally licensed separately by TreigningLab.
1.7 “Intellectual Property Rights” means any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world.
1.8 “Software” means TreigningLab’s non-professional sports team communication, training and management system software in object code form only, and the related Documentation, and any Enhancements provided by TreigningLab to Licensee in TreigningLab’s sole discretion. Software shall include the Client Software.
1.9 “Statistical Data” means Team rosters and performance statistics for each Team and End User, as inputted by Licensee into the Software.
1.10 “Team” means each athletic team identified in a user agreement for which Licensee has paid in full any amounts owed under this Agreement.
1.11 “Video Content” means any and all Team, End User video clips and other game or practice film, uploaded by Licensee to the Software, including, the voices, performances, poses, acts, plays, appearances, pictures, images, likeness, photographs, silhouettes and other reproductions of the physical likeness and sound of the players, coaches, and all others appearing in the Video Content.
1.12 “Vital Information” means physical characteristics and contact information concerning any End User, as input by Licensee into the Software or as otherwise publicly available.
2.1 Software License Grant. Subject to this Agreement, TreigningLab grants to Licensee the non-exclusive, non-transferable, revocable right during the Term (as defined below) to (i) download and install the Client Software on End User laptops and other personal computers and / or devices, and (ii) access and use the Software for internal use by End Users. Licensee may grant its End Users the rights in (i) and (ii). As a condition of the grant in this section, Licensee may not modify, transfer, or otherwise sublicense or distribute the Software to any third party, and Licensee may not disassemble, decompile or reverse engineer the Software. TreigningLab shall have the right to immediately terminate the foregoing license upon any breach (including any attempted and/or threatened breach) of this Section 2.1.
2.2 Grants to TreigningLab. Subject to this Agreement, Licensee grants the following license rights to TreigningLab (and its licensees, sublicensees, distributors and subdistributors):
• (i) Video Content: the non-exclusive, royalty-free right, to all Intellectual Property Rights of Licensee in the Video Content, to use Licensee’s Video Content for the purpose of enabling End Users to use the Software during the Term and, if Licensee authorizes, through the Software, the release, (which includes the right to sublicense, license, distribute or subdistribute) of the Video Content, in whole or in part, to third parties, including but not limited to TreigningLab’s distributors, independent contractors and agents, to (a) use such released Video Content to provide the Software community features to End Users and to other third parties during the Term, and (b) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use such released Video Content, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on TreigningLab’s website (currently located at www.hudl.com), third party web sites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from, Licensee, with or without attribution and without any royalty or payment obligations, which rights in this subsection (b) shall survive any termination or expiration of this Agreement (subsection (b) being the “Distribution License”).
• (ii) Coaching Data: the non-exclusive, royalty-free right, to all Intellectual Property Rights of Licensee in the Coaching Data, to use Licensee’s Coaching Data for the purpose of enabling End Users and other third parties to use the Software during the Term.
• (iii) Vital Information: the non-exclusive, royalty-free and perpetual right to all Intellectual Property Rights of Licensee in the Vital Information to use the Vital Information in connection with the Software, on TreigningLab’s website and otherwise in connection with the Video Content.
• (iv) Statistical Data: the non-exclusive, royalty-free and perpetual right, to all Intellectual Property Rights of Licensee to use the Statistical Data in any manner in connection with the Video Content.
• (v) Hosting: Without limiting the above, TreigningLab may sublicense the rights in this Section 2 during the Term as necessary to enable any third party hosting of the Software.
2.3 Ownership. Except for the licenses provided in this Section 2, as between TreigningLab and Licensee (i) TreigningLab owns all Intellectual Property Rights in the Software, TreigningLab’s marks and business model, Feedback (as defined below), and any other rights not expressly granted to Licensee herein and (ii) Licensee owns all Intellectual Property Rights in the Video Content, Coaching Data, and Statistical Data. No other licenses are granted.
TreigningLab may solicit from Licensee and/or End Users, and/or Licensee and/or End Users may submit to TreigningLab comments, information, questions, data, ideas, enhancement requests, recommendations, description of processes, or other information concerning the Software (“Feedback”). TreigningLab owns all Intellectual Property Rights in any Feedback and may use such Feedback for any purpose related to the Software without further approval or acknowledgement, and Licensee and each End User hereby assigns to TreigningLab any and all rights of Licensee in any such Feedback throughout the universe in perpetuity.
TreigningLab may, in its sole discretion, issue a press release to announce Licensee as a new user. Subject to TreigningLab’s confidentiality obligations hereunder, TreigningLab may display on TreigningLab’s website and in any and all promotional materials (irrespective of the means of exploitation) a case study or other customer usage scenario referencing or featuring Licensee. TreigningLab may prepare and utilize testimonials of a reasonable number of End Users, subject to Licensee’s prior consent (to the extent Licensee is entitled to grant such consent). Licensee hereby grants to TreigningLab, and represents to TreigningLab that it may grant, a non-exclusive, non-transferable, royalty-free license for TreigningLab to make use of Licensee’s name or logo during the Term on TreigningLab’s website and in any and all promotional materials (irrespective of the means of exploitation). All such use shall inure to the benefit of Licensee, and TreigningLab shall have no implied right to any other intellectual property of Licensee except as set forth in this Agreement. TreigningLab shall use its best efforts to comply with any use guidelines that Licensee provides to TreigningLab in writing; provided, that an inadvertent failure to comply shall not be a breach of this Agreement.
TreigningLab will provide Licensee with the maintenance and support services for the Software indicated on Licensee’s order, subject to Licensee’s payment of the fees as set forth in Section 7 below.
7.1 Costs. Licensee will pay TreigningLab the fees, in such amounts and at such times, as indicated on Licensee’s order(s). Fees are payable in advance of the then-applicable periodic term and are not refundable in the event of any cancellation. TreigningLab reserves the right to terminate or limit Licensee’s use of the Software at any time without notice to Licensee in the event payment has not been received within thirty (30) days of the date due. Licensee is responsible for all costs and expenses related to the use of the Software (e.g., cameras, laptops, and any other equipment or software used by End Users).
7.2 Credit Card Payments. By signing up for TreigningLab with a credit card, you are expressly agreeing that we are authorized to charge you the annual membership fee at the then current rate plus any applicable tax, and any other charges you may incur in connection with your use of TreigningLab. Please note that prices and charges are subject to change with notice. Your account, which may start with a free trial portion, will continue in effect unless and until you cancel your account or we terminate it. You must cancel your account before it renews each year in order to avoid billing of the next period’s account fees to your credit card. We will bill the account fee at the then current rate plus any applicable tax to the credit card you provide to us during registration (or to a different credit card if you change your account information). Account fees are fully earned upon payment. You may cancel your account at any time, and cancellation will be effective immediately. We do not provide refunds or credits for any partial-period accounts.
9. TERM AND TERMINATION.
The term of this Agreement shall commence upon the Effective Date and will continue for an initial period, as specified in Licensee’s initial agreement, and thereafter shall be automatically renewed on an annual basis, as specified in an order, for so long as Licensee’s order(s) are in effect (the “Term”), unless otherwise terminated, as provided below. Licensee may provide notice of cancellation of the use of the Software by one or more Teams, or this Agreement, at any time prior to the expiration of the then-current annual term. TreigningLab may terminate this Agreement if Licensee materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof. Upon termination, Licensee shall have no further rights hereunder and shall promptly remove the Software and Enhancements from each and every Licensee and End User computer.
10. REPRESENTATIONS AND WARRANTIES.
10.1 Licensee represents to TreigningLab as follows: (i) it has the authority to enter into this Agreement and perform its obligations under this Agreement; (ii) it has all secured and will maintain any and all rights, consents and/or releases, including all Intellectual Property Rights, necessary to grant the licenses herein, including from any End Users, independent contractors, governing athletic bodies, conferences or organizations, and parents of End Users that are minors; (iii) the Video Content and the Coaching Data, as incorporated into the Software by Licensee and TreigningLab (or Hudl’s) exploitation thereof in accordance with the terms of this Agreement, do not violate, infringe upon, or misappropriate the Intellectual Property Rights, or any other right, of any third party; (iv) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Licensee’s ability to perform under this Agreement; (v) it has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by TreigningLab of any of the rights herein granted; and (vi) Licensee has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to TreigningLab.
10.2 TreigningLab represents to Licensee that it has the authority to enter into this Agreement and perform its obligations under this Agreement.
10.3. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, LICENSEE’S USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK AND PROVIDED AS-IS, WITHOUT ANY WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
11. TreigningLab INDEMNIFICATION.
11.1 TreigningLab will defend or settle any action brought against Licensee to the extent that it is based upon a third party claim that the Software, as provided by TreigningLab to Licensee under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret with regard to any third party (a “Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim that are awarded against Licensee, provided that Licensee: (i) promptly notifies TreigningLab in writing of the Claim; (ii) grants TreigningLab sole control of the defense and settlement of the claim; and (iii) provides TreigningLab, at TreigningLab’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. Notwithstanding the foregoing, any and all of TreigningLab’s obligations under this Section 11 shall be limited to an amount equal to the subscription fees paid to TreigningLab under this Agreement.
11.2 If Licensee’s use of any of the Software hereunder is, or in TreigningLab’s opinion is likely to be, enjoined due to a Claim, TreigningLab may, at its sole option and expense, (i) use commercially reasonable efforts to procure for Licensee the right to continue using such Software under the terms of this Agreement; or (ii) use commercially reasonable efforts to replace or modify such Software so that it is non-infringing and substantially equivalent in function to the enjoined Software; or (iii) terminate Licensee’s rights and TreigningLab’s obligations hereunder with respect to such Software and refund to Licensee all fees paid for such Software for the then-current annual term.
11.3 Notwithstanding anything herein to the contrary, TreigningLab will have no liability for any infringement or misappropriation claim of any kind to the extent that related to: (i) modifications to the Software made by a party other than TreigningLab; (ii) the combination, operation or use of the Software or any other material licensed to Licensee hereunder with equipment, devices, software or data not supplied by TreigningLab; or (iii) Licensee’s failure to use an Enhancement provided by TreigningLab; (iv) Licensee’s breach of this Agreement; or (v) due to any action or inaction of Licensee.
11.4 THE INDEMNIFICATION PROVISIONS OF SECTION 11.1 AND THE REFUND PROVISIONS OF SECTION 11.2, SUBJECT TO THE EXCLUSIONS OF SECTION 11.3, SET FORTH TreigningLab’S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
12. LICENSEE INDEMNIFICATION.
Licensee agrees to indemnify and hold TreigningLab, its affiliates, and their respective directors, officers, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Licensee’s breach of this Agreement, including any representations and warranties set forth above. This Section 12 shall survive any termination or expiration of this Agreement.
13. LIMITATION OF LIABILITY.
13.1 EXCEPT FOR TreigningLab’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL TreigningLab BE LIABLE TO LICENSEE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST VIDEO CONTENT, COACHING DATA, OR STATISTICAL DATA, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT, REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 TreigningLab’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO TreigningLab BY LICENSEE PURSUANT TO THIS AGREEMENT.
In the event Licensee becomes aware of any infringement by a third party of the Video Content and/or the Statistical Data, Licensee shall promptly notify TreigningLab. In the event TreigningLab becomes aware of, or is notified by Licensee of, any infringement by a third party of the Video Content and/or the Statistical Data, Licensee shall cooperate with TreigningLab, at TreigningLab’s reasonable request and at TreigningLab’s expense, in preparing any communications and/or bringing and prosecuting any action or suit with regard to such infringement.
If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The parties’ relationship is that of independent contractors. TreigningLab may assign this Agreement or any of its rights or obligations hereunder (in whole or in part) without Licensee’s consent. Licensee may not assign this Agreement without the prior written consent of TreigningLab. This Agreement is governed by the laws of the State of Nebraska, except for its conflict of laws provisions. Venue for all disputes arising under this Agreement shall lie exclusively in the Courts of the State of Alabama in Russell County or the Federal District Court of the Middle District of Alabama (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts; provided, however, that TreigningLab shall have the right to commence and prosecute any legal or equitable action or proceeding before any other U.S. court of competent jurisdiction to obtain injunctive or other relief. Any notices must be given in writing to the other party at the contact information indicated on an order(s) or TreigningLab’s website, and shall be deemed given immediately upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail, one (1) day after overnight express courier; or upon confirmed transmission by fax or confirmed email receipt.