Welcome to the BallFrog.com, LLC, platform supported service hosted by BallFrog.com, LLC (hereafter, “BallFrog,” “we”, “us” and “our”). Please review the following Terms of Service (the “Terms”) which govern your (hereinafter “you”, “Customer” or “End User”) access to and use of the services offered by BallFrog.com, SMS, APIs, email notifications, mobile applications, web hosting (including our mobile application), buttons, widgets, ads, and commerce services, together with any additional services listed in a Terms Letter between Customer and Ballfrog (collectively referred to as the “Services”), and any scores, information, text, graphics, photos, videos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, BALLFROG IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE SOFTWARE, AND YOU MUST IMMEDIATELY STOP USING THE SOFTWARE . THESE TERMS ARE SUBJECT TO PERIODIC AMENDMENT BY BALLFROG. Ballfrog reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Services and/or the information contained therein. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Software will be deemed acceptance thereof.
1. Basic Terms
You are responsible for your use of the Services, for any Content you or any of your authorized users or administrators post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
The Services may include advertisements, which may be targeted to the Content or information on the Services, queries made through the Services, or other information, such as location. The types and extent of advertising by BallFrog on the Services are subject to change. In consideration for BallFrog granting you access to and use of the Services, you agree that BallFrog and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others. Unless advertising concerns BallFrog’s products or service, any advertisements are provided solely for informational purposes and BallFrog is not the sponsor, source, manufacturer, distributor, supplier or provider of the any goods or services offered by third parties shown or referenced within such advertisements and makes no representations or warranties and has no control over the quality or availability of goods and services offered by third parties shown or referenced within or the accuracy of the claims made by any such third parties. To the extent you choose to visit with these third parties or purchase or otherwise transact with such third parties, you do so at your own risk.
Additionally, unless otherwise stated in a Terms Letter, to the extent you have an obligation to pay BallFrog for Services, you will be responsible for payment for all Services within 30 days of receipt of the invoice.Customer is responsible for maintaining complete and accurate billing and contact information.Any amount not received by Ballfrog when due shall be subject to a late fee of 1% per month.All payments are non-refundable.Customer shall pay all taxes, duties or charges of any kind (including withholding or value added taxes) imposed by any federal, state, or local governmental entity for the Service or any other service provided in connection with this Agreement.If Ballfrog has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced and paid by Customer. If Customer’s account is overdue, in addition to any of its other rights or remedies, Ballfrog may suspend the Service provided to Customer and its authorized users, without liability to Customer, until such amounts are paid in full.
3. Passwords/Access Codes
You are responsible for safeguarding any passwords or access codes, as applicable, that you use to access the Services and for any activities or actions under your password. BallFrog cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
4. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will BallFrog be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
5. Your Rights
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for BallFrog to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals who partner with BallFrog for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
Such additional uses by BallFrog, or other companies, organizations or individuals who partner with BallFrog, will be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users, any administrators you assign and our third party partners. You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. BallFrog will not be responsible or liable for any use of your Content by BallFrog in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit. Customer is strictly responsible for obtaining all permissions to use player profiles; organization, school or team logos, news Items (created or linked) and any images or content contained therein.
6. Your License To Use the Services
BallFrog gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by BallFrog as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by BallFrog, in the manner permitted by these Terms.
7. BallFrog Rights
All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of BallFrog and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the BallFrog name or any of the BallFrog trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding BallFrog, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. Without limiting the above, BallFrog may sublicense the rights in this Section 7 during the term as necessary to third parties.
8. Restrictions on Content and Use of the Services
The Services (including those offered by the BallFrog mobile app) offer users the ability to submit Content (as defined above) for display and publication to users of the Services. By submitting Content via the Services, you represent and warrant that you:
are at least thirteen (13) years of age;
are the author and owner of the intellectual property rights thereto or that you have obtained the necessary waiver of any moral rights owned by any third party in any intellectual property;
are not posting any Content that includes threats to incite violence or that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable to a reasonable person;
will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with BallFrog, expressing or implying any endorsement by BallFrog of your posted content or otherwise attempt to mislead others as to the source of the posted content;
will not use the Services in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
will not to re-sell or assign your rights or obligations under the Terms; and
will not send unsolicited email advertisements to any other users of the Services via any contact made through the Services;
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, to suspend or terminate users, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of BallFrog, its users and the public.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, BallFrog’s computer systems, or the technical delivery systems of BallFrog’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by BallFrog (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with BallFrog (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of BallFrog is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
9. Minimum Age
In order to use BallFrog you must be 13 years of age or older. You must not access BallFrog or accept these Terms if you are a person who is either barred or otherwise legally prohibited from receiving or using the Service or any Products under the laws of the country in which you are resident or from which you access or use BallFrog.
10. Copyright Policy
BallFrog respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, BallFrog will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
134 Franklin Rd.
Brentwood, TN 37027
The Terms will continue to apply until terminated by either you or BallFrog as follows.
You may end your legal agreement with BallFrog at any time for any reason by deactivating your account(s) and discontinuing your use of the Services. You do not need to specifically inform BallFrog when you stop using the Services
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 7, 8, 10, 11, and 12.
Nothing in this section shall affect BallFrog’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
12. Disclaimers/Limitations of Liability/Indemnification
Please read this section carefully since it limits the liability of BallFrog and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “BallFrog Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. The Services are Available “AS-IS”
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE BALLFROG ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The BallFrog Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer
system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the BallFrog Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party websites or resources. You acknowledge and agree that the BallFrog Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the BallFrog Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BALLFROG ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE BALLFROG ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID BALLFROG, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE BALLFROG ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, hold harmless and defend, at your expense, against any and all third party claims, actions, proceedings, and suits brought against BallFrog or any of its subsidiaries, officers, directors, employees, agents, affiliates, advertisers or marketing partners, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorney’s fees) incurred by BallFrog or any of its officers, directors, employees, agents, affiliates, advertisers or marketing partners arising out of or relating to (i) your breach of any of these Terms, (ii) your use of the Services, (iii) your posting of any Content via the Services, or (iv) your unauthorized use of the Services.
13. Choice of Law and Forum Selection
You agree that the laws of the State of Tennessee govern this agreement and any claim or dispute or issues arising from it, without regard to Tennessee’s conflict of laws rules.
14. General Terms
A. Waiver and Severability
The failure of BallFrog to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Tennessee without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Davidson County, Tennessee, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
C. Entire Agreement
Customer shall not assign its rights or delegate its obligations under this Agreement without Ballfrog’s prior written consent.Ballfrog may freely assign its rights under this Agreement.