Terms and Conditions for Youth Organizations

Terms and Conditions for Youth Organizations

Effective: 04-10-2021

These Terms and Conditions govern your access to and use of the CoachSpan Service at go.coachspan.com (the “Service”), including the CoachSpan Software (the “Software”) as well as the information and materials on both the CoachSpan and Alpha Youth Sports websites (collectively, the “AYS Content”, as further defined below). The Service is operated by Alpha Youth Sports, Inc. (“AYS” or “we” or “us”). Please read these Terms and Conditions (the “Terms”) carefully as they form a contract between AYS and the legal entity that owns an Organization Account on CoachSpan (“Account Owner”), and apply to the administrator of the Organization Account on behalf of the Account Owner (the “Organization Director”), together with individuals who are provided access to the CoachSpan Organization Account (“Authorized Designees”) by the Account Owner, collectively, the “Users”.

By registering for or using the Service, Users agree to be bound by these Terms.  Organization Directors are agreeing to these Terms for their organization and representing to AYS that they have the authority to bind their organization to these Terms. IF A USER DOES NOT AGREE TO BE BOUND BY THESE TERMS, THE USER MUST NOT USE THE SERVICE. Should a User have any questions concerning this Agreement, please contact us via email at support@alphayouthsports.com.

Please note that AYS does not provide, and specifically disclaims, warranties for the Service. This contract also limits our liability to Users. See Sections 14 and 15 for details.

1. CHANGES TO THESE TERMS

We reserve the right to revise these Terms at any time and from time to time. We will date and post the most current version of these Terms on the CoachSpan website at https://coachspan.com/terms-and-conditions-for-youth-organizations/. Any changes to the Terms will be effective upon posting the revised version of these Terms on the CoachSpan website (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify Users via the CoachSpan website and/or by email to the email address associated with the Account Owner and/or the Organization Director. Therefore, we encourage Users to check the date of these Terms whenever they use the CoachSpan Software to see if these Terms have been updated. A User’s continued access or use of any portion of the Service constitutes their acceptance of such changes. If a User does not agree to the changes, we are not obligated to keep providing the Service (see Section 7 regarding return of User data).

2. ACCESS TO THE SERVICE

Users may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.

3. USER ACCOUNTS

To obtain access to the Service, Users are required to obtain an account with AYS or be an Organization Director. The Organization Director on behalf of the Account Owner must complete a youth organization registration form for the Account Owner, as well as a registration for an Organization Account (designating a User ID and password). Until the Account Owner is approved for a CoachSpan User Account, access to the Service may be limited. When registering with AYS, the Account Owner, or the Organization Director on behalf of the Account Owner, must: (a) provide true, accurate, current and complete information about the Account Owner as requested on the youth organization registration form (such information being the “Registration Data“) (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, (c) work with AYS (i) to assist in the uploading of Account Owner data to the system, if applicable, and (ii) to review the accuracy and completeness of data existing in the Service which pertains to the Account Owner and (d) promptly notify AYS if there is a belief (or reason to believe) that any of the data in the Service which pertains to the Account Owner is or may be incorrect.

Only an Account Owner, an Organization Director, or an Authorized Designee who lawfully possesses an Account Owner’s or Organization Director’s User ID and password may use a CoachSpan account. Users must keep the User ID and password confidential and not allow any third party to access or use the Service on their behalf. Users should immediately change their password if they suspect misuse of their account. Users should contact us immediately if they suspect any security breach in the Service. Each Account Owner is responsible for all activities of Organization Directors and Authorized Designees that take place with their account. AYS will not be liable for any loss or damage arising from any unauthorized use of accounts.

It is the responsibility of the Organization Director on behalf of the Account Owner to protect their User ID and password and to change their password as frequently as they deem necessary. AYS shall have no responsibility to verify the identity of any person accessing the website through a valid User ID and password. The Organization Director associated with the Organization Account may only be changed by an authorized member of the legal entity that owns an Organization Account.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with CoachSpan, the Account Owner (or Organization Director on behalf of the Account Owner) understands that we may send them communications or data regarding the Service, including but not limited to (a) notices about use of the Service, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding AYS’ products and services, via electronic mail. We give the Account Owner or the Organization Director on behalf of the Account Owner the opportunity to opt-out of receiving non-essential electronic mail from us by following the opt-out instructions provided in the message.

5. USER CONTENT

Except for material that we explicitly license to Users, we don’t claim ownership of any content that Account Owners or Organization Directors provide on behalf of the Account Owner that is transmitted, stored, or processed in User account(s) (the “User Content”). We also do not control, verify, or endorse the User Content that Account Owners, Authorized Designees or Organization Directors on behalf of Account Owners make available on the Service.

The Account Owner or Organization Director on behalf of the Account Owner hereby grants AYS and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose User Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.

The Account Owner or Organization Director on behalf of the Account Owner represents and warrants that: (a) they have all the rights in the User Content necessary for them to use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission of the User Content doesn’t violate any law or these Terms.

Each Account Owner or Organization Director on behalf of the Account Owner will: (a) be solely responsible for the nature, quality and accuracy of the User Content they upload; (b) ensure that the User Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the User Content, including any notices sent to a User by any person claiming that any User Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the User Content. AYS will have no liability of any kind as a result of the Account Owner’s or Organization Director’s deletion of, correction of, destruction of, damage to, loss of or failure to store any User Content.

Users must immediately notify AYS in writing of any unauthorized use of (a) User Content (b) any Account or (c) the Service that comes to a User’s attention. In the event of any such unauthorized use by any third party that obtained access through a User, that User will take all steps necessary to terminate such unauthorized use. Users will provide AYS with such cooperation and assistance related to any such unauthorized use as AYS may reasonably request.

AYS SHALL HAVE NO LIABILITY TO AN ACCOUNT OWNER IN RELATION TO INFORMATION ADDED TO OR OMITTED FROM THEIR ACCOUNT BY THEIR ORGANIZATION DIRECTORS OR AUTHORIZED DESIGNEES. ACCOUNT OWNERS WITH ORGANIZATION DIRECTORS SHOULD LOOK TO THEIR ORGANIZATION DIRECTOR FOR QUESTIONS OR SUPPORT.

6. SUSPENSION AND TERMINATION OF USE OF THE SERVICE

System Maintenance

Although we will use all commercially reasonable efforts to maintain the Service, minimize downtime, and avoid any significant interruptions, in situations where downtime or interruption is necessary, advisable or unavoidable for maintenance or improvement of the system or otherwise, we must and do reserve the right to temporarily suspend or terminate User access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For the avoidance of doubt, this includes liability to Account Owners due to the revocation of their access or an Organization Director’s access to the Service. Organization Directors are responsible for complying with these Terms and Conditions and shall bear any and all liability to their Account Owners for their failure to comply with these Terms and Conditions. If, in AYS’ determination, the suspension might be lengthy enough to be more than an inconvenience, and advance notice is possible, AYS will use commercially reasonable efforts to give advance notice to Users through the Service and/or by means of email addresses provided by an Account Owner or Organization Director on behalf of the Account Owner.

Account Termination

AYS reserves the right to suspend or terminate Users’ access to or use of the Service for: (a) the actual or suspected (with reasonable foundation) violation of these Terms; (b) the use of the Service in a manner that may cause AYS to have legal liability or disrupt others’ use of the Service; (c) the suspicion or detection of any malicious code, virus or other harmful code by a User, or in their account; (d) use of excessive storage capacity or bandwidth; (e) unplanned technical problems and outages; (f) conduct, or other behavior that puts the service at risk or is or could be detrimental to other Users. If, in AYS’ determination, the suspension might be indefinite and/or AYS has elected to terminate a User’s access to the Service, AYS will use commercially reasonable efforts to give notice (or where possible, advance notice) to Users through the Service and/or by means of email addresses provided by an Account Owner or Organization Director on behalf of the Account Owner. Users acknowledge that if their access to the Service is suspended or terminated for the reasons enumerated in this paragraph, they may no longer have access to the User Content that is stored with the Service.

Return of User Content

Upon termination by AYS, and upon the request of an Account Owner or an Organization Director on behalf of the Account Owner to gain access to their User Content, we will use all commercially reasonable efforts to make available such User Content. We will use commercially reasonable efforts to provide the User Content without delay, and without charge. In cases where the cost of providing the User Content is burdensome, we may in our sole discretion charge an additional reasonable fee for access to this User Content reflecting our costs of arranging access. If the termination was for one of the causes enumerated in the paragraph above, AYS shall have the option, but not the obligation, to provide the Account Owner their User Content. An Account Owner, or Organization Director on behalf of the Account Owner, must make a request for User Content within (180) days following termination. Otherwise, any User Content the Account Owner has stored with the Service may not be retrievable, and we will have no obligation to maintain any User Content or data stored in the account.

7. ACCEPTABLE USE

Users must not use the Service to harm others or the Service. For example, Users must not use the Service to harm, threaten, or harass another person, organization, or AYS and/or to build a similar service or website. Users must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by AYS) to access or use the Service. In addition, Users promise that they will not and will not encourage or assist any third party to:

(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;

(b) reverse engineer, disassemble or decompile the Software used to provide or access the Service, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;

(c) use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service (“Policies“);

(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to them with respect to the Service to any third party;

(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;

(f) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;

(g) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through AYS; (iv) store or transmit inappropriate User Content, such as User Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any User Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;

(h) interfere with or disrupt servers or networks used by AYS to provide the Service or used by other users’ to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Service;

(i) access or attempt to access AYS’ other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;

(j) cause, in AYS’ sole discretion, inordinate burden on the Service or AYS’ system resources or capacity; or

(k) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.

AYS reserves the right, in its sole discretion, to deactivate, change and/or require an Account Owner (or an Organization Director on behalf of an Account Owner, where applicable) to change their AYS User ID if necessary or advisable. AYS may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any User Content.

8. UPDATES TO THE SERVICE

AYS will use commercially reasonable efforts to minimize disruptions or end-of-life features relied on by Users, but AYS reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. If necessary, we may add or remove functionalities or features, and we may suspend or stop a Service altogether.

9. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

AYS does not tolerate User Content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by emailing support@alphayouthsports.com. We reserve the right to delete or disable User Content alleged to violate these Terms and to terminate repeat infringers.

Federal law requires a DMCA Notice to include the following information:

1. Identification of the copyrighted work that a complainant’s claim has been infringed;
2. Identification of the material, including URL, that complainant claims is infringing, with enough detail so that we may locate it;
3. Complainant’s address, telephone number, and e-mail address;
4. A statement declaring under penalty of perjury that (a) complainant has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in the notice is accurate, and (c) complainant is the owner of the copyright interest involved or is authorized to act on behalf of that owner; and
5. Complainant’s physical or electronic signature.

10. THIRD PARTY SERVICES AND CONTENT

All transactions using AYS’ services are between us and the Account Owner or us and the Organization Director on behalf of the Account Owner. The Service may contain features and functionalities linking Users or providing Users with certain functionality and access to third party content, including linking Account Owner data to data maintained by an Organization Director, or linking the data of two Account Owners, or linking Users to public websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; Users acknowledge that we are not responsible for such content or services. We may also provide some content to Users as part of the Service. However, AYS is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between the User and the applicable third-party. Similarly, we are not responsible for any third party content a User accesses with the Service, and the Account Owner (or Organization Director on behalf of the Account Owner, where applicable) irrevocably waives any claim against us with respect to such sites and third-party content. AYS shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Users and any such third-party. Users should make whatever investigation they feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Users are solely responsible for their dealings with any third party related to the Service, including the delivery of and payment for goods and services. Should a User have any problems resulting from their use of any third party services, or should the Account Owner suffer data loss or other losses as a result of problems with any of their other service providers or any third-party services, we will not be responsible.

11. AYS PROPRIETARY RIGHTS

As between AYS and Users, AYS or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to Users to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to Users pursuant to these Terms. All rights not explicitly granted to Users are reserved by AYS. In the event that a User provides comments, suggestions and recommendations to AYS with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback“), the User hereby grants to AYS a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

12. PRIVACY

In order to operate and provide the Service, we must collect certain information about Users. As part of the Service, we may also automatically store information about a User’s computer or device, their use of the Service, and Service performance. We may also utilize browser cookies to assist in identifying and working with Users. We use and protect that information as described in the privacy policy located at https://coachspan.com/data-privacy-policy/ (“Privacy Policy“). Users acknowledge and agree that we may access or disclose information about them, including the content of their communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of AYS or our customers, including the enforcement of our agreements or policies governing their use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of AYS employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop a User from breaching these Terms. The technology or other means we use may hinder or interfere with use of the Service.

13. NO WARRANTY

AYS PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AYS MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE USER CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. INDEMNIFICATION

To the extent permitted by law, each Account Owner or Organization Director on behalf of the Account Owner agrees it will defend AYS against any cost, loss, damage, or other liability arising from any third party demand or claim that any User Content provided by that Account Owner or Organization Director on behalf of the Account Owner, or their use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of AYS’ actions); (b) breaches any agreement the Account Owner or Organization Director has on behalf of the Account Owner with a third party including, but not limited to, agreements relating to confidentiality or, (c) violates applicable law or these Terms. AYS will reasonably notify an Account Owner or Organization Director on behalf of the Account Owner (where applicable) of any such claim or demand that is subject to their indemnification obligation.

15. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AYS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF AYS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AYS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICE WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO TWELVE MONTHS OF AN ACCOUNT OWNER’S OR ORGANIZATION DIRECTOR’S FEES FOR THE SERVICE OR FIFTY DOLLARS ($50.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE A USER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO A SPECIFIC ACCOUNT OWNER OR ORGANIZATION DIRECTOR TO THE EXTENT PROHIBITED BY LAW.

16. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES

Each Account Owner or Organization Director on behalf of the Account Owner is contracting with Alpha Youth Sports, Inc., with an address at 1661 Worcester Rd, Suite 104, Framingham MA, 01701 USA. The laws of the Commonwealth of Massachusetts, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of the Account Owner’s state of business operations in the United States. Account Owners, Organization Directors on behalf of the Account Owner, and AYS irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Middlesex, Massachusetts, USA, for all disputes arising out of or relating to these Terms. AYS may assign this contract to another entity at any time.

17. NOTICES

We may send Users, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to Users by email at the address the Account Owner or Organization Director specified on behalf of the Account Owner when they signed up for the Service (or by subsequent written notice of update to us) or by access to a website that we identify. Notices emailed to an Account Owner’s or Organization Director’s supplied address of record will be deemed given and received when the email is sent. If an Account owner doesn’t consent to receive notices electronically, they must stop using the Service. Account Owners may provide legal notice to us via email to support@alphayouthsports.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Alpha Youth Sports, Inc., 1661 Worcester Rd, Suite 104, Framingham MA, 01701. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

18. FEES AND PAYMENTS

Elements or features of the Service may have associated charges or fees. The fees applicable for the Service (“Fees“) are stated in AYS’ then-current published price list on the Service and/or stated and acknowledged as the Account Owner, or Organization Director on behalf of the Account Owner, subscribes to an element or feature of the service that has an applicable fee based on usage and/or for a payment term, which may be monthly, yearly, for a defined season, or otherwise. Fees stated for the Service exclude all taxes and charges, unless stated otherwise. Account Owners are responsible for any taxes and for all other lawfully applied charges. In addition to any Fees, Account Owners may still incur charges incidental to using the Service, for example, charges for an Account Owner’s Internet access, data roaming, and other data transmission charges. Each Account Owner, or Organization Director on behalf of the Account Owner, must be authorized to create a billing account, create a financial liability of the Account Owner, and access and use the payment method that pays the applicable Fees for the Service. Each Account Owner or Organization Director authorizes us to charge them for the Service using their supplied payment method and for any paid feature of the Service that they choose to sign up for or use while these Terms are in force. If the Account Owner chooses to upgrade their Service plan during a payment term (a “Subscription Upgrade”), any incremental fees associated with such Subscription Upgrade may be applied to the entire payment term and charged to the billing account. If the Account Owner elects to downgrade their Service (a “Subscription Downgrade”), they may cause loss of User Content, features, or capacity of the Service as available to them, and AYS does not accept any liability for such loss. Subscription Downgrades must be completed prior to the start of a payment term for any reduction of Fees to be applied to that payment term.

Based on the element of the service that are used and that have applicable fees, we may bill at any point in advance of, during, or following the payment period for that element. For portions of the service that are provided indefinitely, once we have informed an Account Owner or Organization Director, on behalf of the Account Owner, that the Service will be provided indefinitely or automatically renewed, we may automatically renew their Service and charge them for any renewal term. We will notify the Account Owner, or Organization Director on behalf of the Account Owner, in advance, either through the Service or to the email address they have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for a Service offer, that price will remain in force for that time. After the offer period ends, continued use of the Service will be charged at the new price. If a Service is billed on a period basis (for example, monthly) with no specific length, we will notify the Account Owner or Organization Director on behalf of the Account Owner of any price change at least 30 days in advance. If the Account Owner doesn’t agree to these changes, they must cancel and stop using the Service via cancellation functionality on the site or, if none is available, via an email to support@alphayouthsports.com (with cancellation confirmation from a AYS representative) no later than fourteen (14) days prior to the conclusion of their current and applicable payment term. If the Account owner, or Organization Director on behalf of an Account Owner, cancels their use of the Service, their financial obligation ends at the end of their current Service period, or if we bill the Account Owner’s account on a period basis, at the end of the period in which the User canceled.

Account Owners, or Organization Directors on behalf of Account Owners, must keep all information in their billing account current. An Account Owner, or Organization Director on behalf of the Account Owner, can access and modify their billing account information or payment method via functionality on the site or, if none is available, via an email to support@alphayouthsports.com. If an Account owner or Organization Director requests that we stop using a payment method (via an authorized form of notice) and we no longer receive payment from the Account Owner for the paid Service, we may cancel that Service. An Account Owner or Organization Director’s notice to us will not affect charges we submit to their billing account before we reasonably could act on the request.

If an Account Owner or Organization Director pays by credit card, the Service provides an interface for the Account Owner or Organization Director to change credit card information (e.g. upon card renewal).

The Account Owner or Organization Director will receive an electronic receipt upon each receipt of payment by AYS, or they may obtain a receipt from AYS by request to support@alphayouthsports.com. The Account Owner, or Organization Director on behalf of the Account Owner, hereby authorizes AYS to process any and all applicable payments via any credit card number, bank account number, or other payment method or instrument that the Account Owner or Organization Director has provided to AYS and in accordance with the Terms of the Service until they cancel their subscription. AYS may use a third-party intermediary to manage credit card processing, and if so this intermediary will not be permitted to store, retain or use an Account Owner’s or Organization Director’s billing information except as necessary to process their credit card information for AYS and for no other reason. Payments for billing accounts registered to pay via credit card are due the date the invoice is posted on the Account Owner’s billing account; all billing accounts registered to pay via wire-transfer or Automated Clearing House (ACH) are due within five (5) business days of billing date; and all billing accounts registered to pay via check are due within thirty (30) calendar days of billing date unless otherwise agreed-to by the parties in writing. Account Owners, or Organization Directors on their behalf, retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. We may suspend or cancel the Service if the Account Owner fails to pay in full on time, and at any time that is more than 180 days following this suspension or cancellation (as specified in Section 6), the Organization Account can be deactivated and all data will no longer be retrievable.

Except as specifically set forth in this section, payments for all Services are non-refundable. This includes accounts that are auto-renewed.

Except as prohibited by law, we may assess a late charge if the Account Owner does not provide timely payment details or pay on time. The Account Owner must pay these late charges when we bill the Account Owner for them. The late charge will be the lesser of 1) $25 plus 1 percent of the unpaid amount each month that the payment is past due, or 2) the maximum rate permitted by law. We may use a third party to collect past due amounts. A delinquent Account Owner must pay for all reasonable costs we incur to collect any past due amounts.

19. MISCELLANEOUS

19.1. Severability; Entire Agreement

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, the parties will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between the Account Owner or the Organization Director on behalf of the Account Owner and us regarding the Service. It supersedes any prior contract or oral or written statements regarding an Account Owner’s use of the Service.

19.2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. The Account Owner or Organization Director may not assign this contract or transfer any rights to use the Service without AYS’ express prior written consent.

19.3. Independent Contractors; No third-party beneficiaries

AYS and the Account Owner are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for Users and our benefit. It is not for the benefit of any other person, except for permitted successors.

19.4. Claims

Claims must be filed within one year. The Account Owner must bring any claim related to these Terms or the Service within one year of the date that the Account Owner could first bring the claim, unless their local law requires a longer time to file claims. If the claim isn’t filed in time, it is permanently barred.

19.5. Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

20. INTELLECTUAL PROPERTY NOTICES

All contents of the Service including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2021 AYS, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.

AYS and the AYS logo are, including without limitation, either trademarks, service marks or registered trademarks of Alpha Youth Sports, Inc., and may not be copied, imitated, or used, in whole or in part, without AYS’ prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

AYS may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted the Account Owner an express written license to our intellectual property, our providing the Account Owner with the Service does not give that Account Owner any license to our intellectual property. Any rights not expressly granted herein are reserved.