This Agreement ("Agreement") is made as of the Effective Date (August 21, 2010) by Pro Athlete 360, LLC ("Company"), and you, the member.
The use of this website is subject to the following terms of use for all members:
·The content of the pages of this website is for your general information and use only. It is subject to change without notice.
·Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
·Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
·This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
·All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
·Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.
·From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
For content that is covered by intellectual property rights, like photos and videos ("IP content"), you specifically give us the following permission, subject to your privacy settings: you grant ProAthlete360.com non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Pro Athlete360.com ("IP License"). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.
When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
When you use an application, your content and information is shared with the application. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information.
When you publish content or information using the "everyone" setting, it means that you are allowing everyone to access and use that information, and to associate it with you (i.e., your name and profile picture).
We do our best to keep ProAthlete360.com safe, but we cannot absolutely guarantee safety all the time. It is up to you, to help us and work with us on safety and this includes the following commitments:
What you will not do:
You will not send or otherwise post unauthorized commercial communications, especially spam, on ProAthlete360.com.
You will not collect users' content or information, or otherwise access ProAthlete360.com, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on ProAthlete360.com.
You will not upload viruses or other malicious code.
You will not solicit login information or access an account belonging to someone else.
You will not bully, intimidate, or harass any user.
You will not post content that: is hateful, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
You will not develop or operate a third-party application containing alcohol-related or other mature content (including advertisements) without appropriate age-based restrictions.
You will not offer any contest, giveaway, or sweepstakes ("promotion") on ProAthlete360.com without our prior written consent. You will not use ProAthlete360.com to do anything unlawful, misleading, malicious, or discriminatory.
You will not do anything that could disable, overburden, or impair the proper working of ProAthlete360.com, such as a denial of service attack.
You will not facilitate or encourage any violations of this Statement.
You will not post content or take any action on ProAthlete360.com that infringes or violates someone else's rights or otherwise violates the law.
ProAthlete360.com users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:
You will not provide any false personal information on ProAthlete360.com, or create an account for anyone other than yourself without permission.
You will not create more than one personal profile.
If we disable your account, you will not create another one without our permission.
You will not use your personal profile for your own commercial gain (such as selling your status update to an advertiser).
You will not use ProAthlete360.com if you are under 13.
You will not use ProAthlete360.com if you are a convicted sex offender.
You will keep your contact information accurate and up-to-date.
You will not share your password, (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.
You will not transfer your account (including any page or application you administer) to anyone without first getting our written permission.
If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).
We can make changes for legal or administrative reasons, or to correct an inaccurate statement, upon notice without opportunity to comment.
We respect other people's rights, and expect you to do the same.
We can remove any content or information you post on Facebook if we believe that it violates this Statement.
We will provide you with tools to help you protect your intellectual property rights.
If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.
You will not use our copyrights or trademarks or any confusingly similar marks, without our written permission.
If you collect information from users, you must obtain their consent, and make it clear to them that you (and not ProAthlete360.com) are the one collecting their information. You must post a privacy policy explaining what information you are trying to collect and how that information will be used by you.
You will not post anyone's identification documents or sensitive financial information on ProAthlete360.com.
You will not tag users or send email invitations to non-users without their consent.
In Regards to Advertising:
Our goal is to deliver ads that are not only valuable to advertisers, but also valuable to you. In order to do that, you agree to the following:
You can use your privacy settings to limit how your name and profile picture may be associated with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place.
We do not give your content or information to advertisers without your consent.
You understand that we may not always identify paid services and communications as such.
You can target your specific audience by buying ads on ProAthlete360.com or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal ("Order"):
When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.
In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.
You will pay for your Orders in accordance with our Payments Terms. The amount you owe will be calculated based on our tracking mechanisms.
Your ads will comply with our Advertising Guidelines.
We will determine the size, placement, and positioning of your ads.
We do not guarantee the activity that your ads will receive, such as the number of clicks you will get.
We cannot control how people interact with your ads, and are not responsible for click fraud or other improper actions that affect the cost of running ads. We do, however, have systems to detect and filter certain suspicious activity, learn more here.
You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running. You are responsible for paying for those ads.
Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ad, your ad may remain until the users delete it.
We can use your ads and related content and information for marketing or promotional purposes.
You will not issue any press release or make public statements about your relationship with ProAthlete360.com without written permission.
We may reject or remove any ad for any reason.
If you are placing ads on someone else's behalf, we need to make sure you have permission to place those ads, including the following:
You warrant that you have the legal authority to bind the advertiser to this Statement.
You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.
You will resolve any claim, cause of action or dispute ("claim") you have with us arising out of or relating to this Statement or ProAthlete360.com exclusively in a state or federal court located in Loudoun County. The laws of the State of Virginia will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Loudoun County, Virginia for the purpose of litigating all such claims.
If anyone brings a claim against us related to your actions, content or information on ProAthlete360.com, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
WE TRY TO KEEP PROATHLETE360.COM UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING PROATHLETE360.COM "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT PROATHLETE360.COM WILL BE SAFE OR SECURE. PROATHLETE360.COM IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT PROATHLETE360.COM OR , EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR PROATHLETE360.COM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, PROATHLETE360.COM'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users outside the United States:
You consent to having your personal data transferred to and processed in the United States.
If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on PROATHLETE360.COM(such as advertising or payments) or operate a Platform application or website.
Certain specific terms that apply only for German users are available here.
By "PROATHLETE360.COM" we mean the features and services we make available, including through (a) our website at http://www.proathlete360.com and any other Pro Athlete 360 branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; (c) social plugins such as the like button, the share button and other similar offerings and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.
By "Platform" we mean a set of APIs and services that enable others, including application developers and website operators, to retrieve data from ProAthlete360.com or provide data to us.
By "information" we mean facts and other information about you, including actions you take.
By "content" we mean anything you post on ProAthlete360.com that would not be included in the definition of "information."
By "data" we mean content and information that third parties can retrieve from ProAthlete360.com or provide to ProAthlete360.com through Platform.
By "post" we mean post on ProAthlete360.com or otherwise make available to us (such as by using an application).
By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
By "active registered user" we mean a user who has logged into ProAthlete360.com at least once in the previous 30 days.
By "application" we mean any application or website that uses or accesses Platform, as well as anything else that receives or has received data from us. If you no longer access Platform but have not deleted all data from us, the term application will apply until you delete the data.
All members globally must adhere to the rules and this Statement is an agreement between you and Pro Athlete 360, LLC.
This Statement makes up the entire agreement between the parties regarding ProAthlete360.com , and holds rank over any prior agreements.
If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.
If we fail to enforce any of this Statement, it will not be considered a waiver.
Any amendment to or waiver of this Statement must be made in writing and signed by us.
You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.
All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Nothing in this Statement shall prevent us from complying with the law.
This Statement does not confer any third party beneficiary rights.
You will comply with all applicable laws when using or accessing ProAthlete360.com.
For Advanced Contributors of the Site ProAthlete360.com, all statements above apply to you as well as the statements below. The statements below are not applicable to normal members.
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This Independent Contractor Agreement ("Agreement") is made as of the Effective Date The Advanced Contributor signs up and is granted Contributor access and is by and between Pro Athlete 360, LLC ("Company"), and You the Advanced Contributor ("Writer").
1.DESCRIPTION OF SERVICES:Writer will produce written materials such as text and articles (the "Work") at the request of the Company for fees set forth below and turn in or deliver the Work on the delivery schedule set forth below. Writer agrees that he/she will be the sole author of the Work, which will be original work by Writer. Writer shall ensure that all facts and statements in the Work are true and that the Work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party. Writer agrees that Company has the right to edit the Work as it deems appropriate for publication, and that Writer will cooperate with Company in editing and otherwise reviewing the Work prior to publication.
2.EXPENSES:During the term of this Agreement, Writer is solely responsible for his/her operating expenses and shall not be entitled to any reimbursement for any expenses incurred in connection with the performance of his/her duties hereunder.
3.TERM/TERMINATION:This Agreement will remain in effect from the Effective Date until terminated. Either party may terminate this Agreement, without cause, upon thirty (30) days prior written notice to the other party. Provided, however, that either party may terminate the Agreement immediately without prior notification in the event of a breach of this Agreement by the other party which is not cured within five (5) days following written notice thereof.
4.OWNERSHIP:All materials created and delivered by Writer under this Agreement, including without limitation the Work and any related copyrights and other intellectual property rights (collectively, "Work Product"), will be owned by Company.Writer hereby agrees that all Work Product is "works made for hire" as defined under the U.S. Copyright Act.To the extent any Work Product does not fall within the definition of "works made for hire", Writer hereby expressly assigns to Company any and all rights Writer may have in and to such Work Product with no rights to any further compensation or benefit than that which is set forth in Section 2 hereof.Writer hereby expressly waives in favor of Company any moral rights, if any, which Writer has in the Work Product.
5.RELATIONSHIP:This Agreement shall not be construed to create any employer-employee, principal-agent or other relationship between the Parties other than an independent contractor relationship.Consistent with the Parties' intent that the relationship created by this Agreement is that of service recipient and independent contractor, Writer shall retain the exclusive right to control and direct all details of the Work that Writer performs hereunder, including where, when, and how the Work is performed. Writer agrees to pay from the compensation provided hereunder all taxes, duties and levies, including interest and penalties thereon, of any governmental entity relating to Writer's activity hereunder.Writer shall be solely responsible for and agrees to make payment of any and all employment taxes required of self-employed persons, including, without limitation, all state and federal income taxes, FICA taxes, state disability taxes, and any and all other applicable taxes.Writer also agrees to obtain and maintain any and all tax registrations, accounts and business licenses required of an independent contractor.Upon request, Writer will promptly provide to Company evidence, satisfactory to Company, of compliance with this section of the Agreement, including proof of proper payment of employment related taxes. As an independent contractor, Writer is not entitled to any benefits from Company, and shall not be entitled to nor shall Writer participate in any employee benefits that may be provided to Company's employees.
6.CONFIDENTIALITY:Writer acknowledges that he/she may be furnished or may otherwise receive or have access to information which relates to the Company’s past, present or future products, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information which gives the Client an opportunity to acquire an advantage over its competitors who do not know or use it, including the terms of this Agreement (collectively, the "Confidential Information"). Writer agrees to preserve and protect the confidentiality of the Confidential Information and all physical forms thereof, whether disclosed to Writer before this Agreement is signed or afterward. In addition, Writer shall not disclose or disseminate the Confidential Information to any third party and shall not use the Confidential Information for his or her own benefit or for the benefit of any third party. Without limiting the generality of the foregoing, Writer shall be prohibited from discussing Company or the Work with a representative of the press or media, either directly or indirectly, without the Company’s express prior written approval.Upon termination of this Agreement, if requested, Writer will return to Company all records, notes, documentation, and other items that were used, created, or controlled by Writer during the term of this Agreement.
7.MISCELLANEOUS: This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.Any amendment to this Agreement shall be in writing and signed by both parties.If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. This Agreement shall be governed by the laws of the Commonwealth of Virginia.In the event of any dispute or controversy arising out of or relating to this Agreement or the parties' compliance therewith, it is agreed that any and all such disputes or controversies shall be filed in the Circuit Court for Loudoun County, Virginia. It is further agreed that in the event of any breach of, or non-compliance with, this Agreement resulting in such judicial proceeding, the prevailing party, in addition to any other relief awarded, shall be entitled to recover from the breaching party the prevailing party's reasonable attorney's fees and costs incurred.