I agree to, accept and understand the following terms, conditions for membership with City Athletes, Corp. (CityAthletes):
1. USE OF MEMBERSHIP
I agree to use my CityAthletes membership (“membership”) in accordance with the terms and conditions set forth in this membership agreement. I will not use my membership to demand benefits, services or privileges not provided in association with CityAthletes. I understand that my membership rights, privileges and benefits are subject to revocation or termination at any time.
2. SCOPE OF MEMBERSHIP
The membership program consists of services, benefits, discounts and/or privileges (hereinafter collectively referred to as “membership benefits) provided by third parties vendors. These benefits are governed by agreements between CityAthletes and the aforementioned third party providers and are subject to change or cancellation without notice. CityAthletes makes no warranty or representation that the products or services of third party vendors that are listed on the CityAthletes website meet the specifications described on the website or are fit for any particular purpose. CityAthletes members are cautioned to conduct their own independent inquires and investigations to determine whether the product or service is suitable for their individual needs and will not cause harm to them or any third party.
3. MEMBERSHIP REGISTRATION
I will provide and maintain true, accurate and complete information about myself as prompted by the Service's membership registration form ("Registration Data"). If CityAthletes discovers or has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, it reserves the right to suspend, revoke or terminate membership immediately.
4. COMPLIANCE WITH CHILDREN'S ONLINE PRIVACY PROTECTION ACT
I warrant and represent that I am over thirteen (13) years of age. If registering a child under fourteen (14) years of age, I represent that I am his/her parent or legal guardian, and do hereby consent to the collection of such child's personal information by CityAthletes. Parents of children under the age of 13 who wish to allow their children access to the Service must create a CityAthletes Family Account. By adding a child to my CityAthletes Family Account, I also give my child permission to access all of the Services including, but not limited to, emailing, searching, reading, and posting to the Members, Discussions, Classifieds, Articles, Photos, Events, Clubs, Leagues, Facilities, and Businesses sections of the site. It is my responsibility to determine whether any of the Services and/or Content are appropriate for my child.
6. NATURE OF MEMBERSHIP
As a member, I will be entitled to all of the benefits corresponding to my membership level. My membership shall not vest in me any ownership, distributions or equity in CityAthletes, Corp., but shall only entitle me to the benefits as provided under and in connection with this Agreement. My membership shall not be assignable inter vivos or vest to any personal representative, heir or devisee.
7. DISPUTE RESOLUTION
Any dispute, problem or concern arising under or in connection with my CityAthletes membership shall be resolved in accordance with rules of membership as provided for in this agreement and in the CityAthletes Terms of Service Agreement ("TOS").
8. MEMBER ACCOUNT, PASSWORD, AND SECURITY
I will select a password and username for account designation upon completing the Service's registration process. I am responsible for maintaining the confidentiality of the password and account, and am fully responsible for all activities that occur under my password or account. I agree to:
(a) immediately notify CityAthletes of any unauthorized use of my password or account or any other breach of security;
(b) ensure that I exit from my account at the end of each session. CityAthletes cannot and will not be liable for any loss or damage arising from my failure to comply with this Section.
9. MEMBER CONDUCT
The content and software on the CityAthletes web site may be used as an information, entertainment, registration, community, and shopping resource. I may view, copy, download, and print for personal use only any CityAthletes-owned content provided that the following conditions are met:
(i) content may be used only for non-commercial, informational purposes and may not be posted or distributed.
(ii) the content may not be modified.
(iii) copyright, trademark and other proprietary notices may not be removed. This permission does not extend to materials owned by CityAthletes licensors. Any use of the CityAthletes web site content not described herein is strictly prohibited.
I understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. I am entirely responsible for all Content that I upload, post, email, transmit or otherwise make available via the Service. CityAthletes does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. I understand that by using the Service, I may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will CityAthletes be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for 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 Service. I agree to not use the Service to:
(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially,
ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a CityAthletes official, forum leader, guide or host, or falsely state or otherwise misrepresent my affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(e) upload, post, email, transmit or otherwise make available any Content that I do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
(g) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation for any reason whatsoever;
(h) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
(j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(l) "stalk" or otherwise harass another;
(m) collect or store personal data about other users;
(n) duplicate, download, publish, modify or otherwise distribute the material on the CityAthletes web site unless expressly stated in this agreement or the TOS; or
(o) copy, reproduce or distribute the design or fault of the CityAthletes web site, the CityAthletes logo or other design elements or software unless expressly stated in this agreement or the TOS.
10. USE OF CONTENT
I acknowledge that CityAthletes does not pre-screen Content, but that CityAthletes and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, CityAthletes and its designees shall have the right to remove any Content that violates this agreement or the TOS or is otherwise objectionable. I agree that I must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, I acknowledge that I may not rely on any Content created by CityAthletes or submitted to CityAthletes, including without limitation information in the CityAthletes Community, News, or Directory sections, and in all other parts of the Service.
11. PRESERVATION AND DISCLOSURE OF CONTENT
I acknowledge and agree that CityAthletes may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce this agreement or the TOS;
(c) respond to claims that any Content violates the rights of third-parties or;
(d) protect the rights, property, or personal safety of CityAthletes, its users and the public. I understand that the technical processing and transmission of the Service, including my Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
I agree to indemnify and hold CityAthletes, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, employees, and third party companies participating in the CityAthletes Membership Card (Membership Card) Program harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of my use or my connection to the Membership Card I received as part of my All-Star Team Membership. My obligation to indemnify any Indemnified Party will survive termination of this Agreement by either party for any reason. CityAthletes may, at CityAthletes’ option, conduct the defense in any such third party action as described herein and I agree to fully cooperate in such defense.
13. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
CITYATHLETES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE CITYATHLETES.COM WEBSITE OR THE CITYATHLETES MEMBERSHIP CARD OR (B) FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR (C) RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH CITYATHLETES OR (D) RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO WITH THIRD PARTY VENDORS LISTED ON THE CITYATHLETES WEBSITE OR (E) RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF MY TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF CITYATHLETES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. I EXPRESSLY AGREE THAT USE OF CITYATHLETES IS AT MY SOLE RISK. CITYATHLETES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITYATHLETES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
14. REPRESENTATIONS AND WARRANTIES BY CITYATHLETES
CityAthletes makes no warranty or representation that the products or services provided by third party vendors listed on the CityAthletes website meet the specifications described on the CityAthletes website or are fit for any particular purpose. CityAthletes makes no warranties that its site's services will be uninterrupted, secure or error free. CityAthletes does not guarantee the accuracy or completeness of any information in, or provided in connection with, the CityAthletes sites. CityAthletes is not responsible for any errors or omissions, or for the results obtained from the use of such information. I understand and agree that any material and/or data downloaded or otherwise obtained through the use of the CityAthletes sites is at my own discretion and risk and that I will be solely responsible for any damage to my own computer system or loss of data resulting from such download or use.
15. ATTORNEY'S FEES
In the event of any litigation, arbitration or other
dispute arising as a result of or by reason of this Agreement, the prevailing party in any such litigation, arbitration or other dispute shall be entitled to, in addition to any other damages assessed, its reasonable attorneys' fees, and all other costs and expenses incurred in connection with settling or resolving such dispute. The attorneys' fees which the prevailing party is entitled to recover shall include fees for prosecuting or defending any appeal and shall be awarded for any supplemental proceedings until the final judgment is satisfied in full. In addition to the foregoing award of attorneys' fees to the prevailing party, the prevailing party in any lawsuit or arbitration procedure on this Agreement shall be entitled to its reasonable attorneys' fees incurred in any post judgment proceedings to collect or enforce the judgment. This attorneys' fees provision is separate and several and shall survive the merger of this Agreement into any judgment.
16. APPLICABLE LAW; CONSENT TO JURISDICTION
This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within the State of California. The parties agree that any action that may be instituted relating to this Agreement shall be prosecuted in the state or federal courts in the State of California in Alameda County, and that each party hereby waives the right to change venue to any other state or county.
If any provision of this Liability Waiver shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Liability Waiver and shall not affect the validity and enforceability of any remaining provisions.
18. AUTHORITY TO PURCHASE AND/OR TO ACT AS AGENT (All-Star Team Membership Level)
I have the full legal authority to execute this membership contract, including full authority to make use of the credit or debit card provided for paying any and all membership fees.
19. MEMBERSHIP CHARGES AND BILLING (All-Star Team Membership Level)
I hereby authorize CityAthletes to charge my debit/credit card in advance for all applicable membership fees incurred in connection with my membership account. This includes, but is not limited to, the membership fee for initially purchasing an All-Star Team Membership and the recurring annual billing to renew the membership at the price at the time of renewal. CityAthletes will notify all members via email before their debit/credit cards will be charged the recurring fee. Membership renewals can be cancelled at any time by contacting CityAthletes at email@example.com. CityAthletes may charge my designated credit card in accordance with the payment schedule of the registered Service but some charges may accumulate on my credit card account before they are charged to my credit card account. I further agree to notify CityAthletes of any changes relating to use and validity of my credit/debit card. All fees shall be paid in U.S. dollars.
20. CHANGES TO FEE STRUCTURE (All-Star Team Membership Level)
CityAthletes reserves the right to change its fee structure and billing methods at any time. These changes shall take effect no earlier than thirty (30) days after such modifications are posted on CityAthletes Web Site. CityAthletes also reserves the right to collect applicable taxes and impose premium surcharges for some areas of the Service.
21. TIMELY PAYMENT OF MEMBERSHIP FEES; LATE FEE (All-Star Team Membership Level)
I agree to pay my Account balance on time. I also agree to pay any and all taxes, including sales or use taxes, resulting from my use of the Service. I agree to pay a late fee of 1.5% per month if my account balance is more than thirty (30) days past due. I agree to pay any and all outstanding balances upon the cancellation or termination of my membership account. I understand that if I fail to notify CityAthletes of any billing problems or discrepancies within sixty (60) days after they first appear on my credit card account statement, I hereby waive any right to dispute such problems or discrepancies.