Important: Please read and agree to this Membership Agreement prior to creating your Atavus® Account. This Agreement governs the rights and relationship of Rugby Nation LLC, (“Atavus”, “We”, “Us” or “Our”) and Our Members. By creating an Account, and submitting information, material or other data through your Account, you agree to be bound by the terms of this Agreement.
This Membership Agreement (the “Agreement”) is made by and between Atavus and the Member signing this Agreement (“Member”) on the date accepted by the Member (the “Effective Date”). For the purposes of this Agreement, acceptance shall be the date that Member creates the Account.
Atavus offers a platform, through the Atavus Tackle System™ for Members to participate in certain services, including the Atavus Online Training Program, the Atavus Year Round Consulting Program, and access to Atavus apparel (collectively, the “Services”).
In consideration of the mutual promises and understandings provided in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties intending to be legally bound agree as follows:
- “Member” shall mean you, the undersigned party, who creates an Atavus Account.
- “Materials” shall mean documentation, content, licenses and any other materials submitted by the Member through the Services.
- “Site” shall mean www.atavus.com, or any website now or later owned or operated by Atavus.
- “Third Party Content” shall mean any content generated by a third party.
- “Atavus Community” shall mean the community of members that are registered on the Site.
- Scope of Services.
- Prior to accessing and using the Services as a Member, you must agree to this Membership Agreement.
- Member agrees to use the Services in a manner consistent with the Atavus Terms and Conditions.
- License and Awards.
- License to Member. Atavus grants to each Member a one-year limited non-sublicensable, single seat license for access and use of the particular Services purchased, and to electronically copy and print hard copy portions of the Materials as permitted, for your informational, educational and non-commercial and personal use only. This license is subject to renewal at the end of one year (the “License Term”).
- Fee. Member is responsible for the cost of the license for each of the Services Member purchases. Atavus reserves the right to terminate the Account of any Member, or delay the access of Services to any Member whose payment is rejected, defaulted, or otherwise not made in a timely manner. Atavus reserves the right to adjust fees in its own discretion.
- License to Image and Likeness of Member. Member hereby grants to Atavus the right and license to analyze, view, assess, and otherwise use the name, voice, appearance, image, likeness (including, without limitation, aural likeness and visual likeness) technical skill and biographic data of those appearing in uploaded Materials in connection with the performance of certain Services, such as providing Members with reviews and ratings of Assessment Content, as defined in Our Terms.
- Representations and Warranties by Member.
- If the Member is an individual acting as parent, legal guardian, or coach of an individual whose personal and nonpersonal information is provided through Member’s Account, Member represents and warrants that he or she has secured or otherwise possesses the necessary authority to act on behalf of such individual and provide consent to this Agreement;
- To the extent that Materials contain the likeness or image of individuals other than Member themselves, Member has obtained the necessary rights to reproduce, display, perform, and distribute such Material containing the non-Member; and
- Member is not and will not be subject to any other agreement or constraint that does, or would prohibit or restrict Member’s right or ability to enter into or carry out its obligations under this Agreement.
- Nature of Content. Member will not post, upload, transmit, distribute, store, create or otherwise publish through the Site, any of the following:
- Content that is unlawful, libelous, defamatory, offensive, obscene, pornographic, indecent, vulgar, lewd, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;
- Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;
- Content that is copied from another Site user;
- Content that is harmful to children in any way;
- Content that is harmful to, or degrades the goodwill associated with, the trademark(s) or name(s) of any sponsor participating with Atavus or of such sponsor’s products or services;
- Content that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that contains any distinguishable patent, trademark, trade secret, copyright or other intellectual proprietary right of any party (“Third Party Content”) unless you possess express permission and a license to use the Third Party Content in your Work.
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
- Viruses, corrupted data or other harmful, disruptive or destructive files; and/or
- Content that, in the sole judgment of Atavus, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or participating in the Project, or which may expose Atavus or its Site users to any harm or liability of any type.
- Limited Liability. To the extent permitted by law, Atavus shall not be liable for any damages, delays, or other inadequacies of service, resulting in loss in data, profits, or other financial loss, incidental or consequential, to the Member provided that actions taken by Atavus do not constitute fraud, intentional misconduct, or gross negligence.
- Indemnification. The Member agrees to indemnify and hold harmless Atavus, and its respective directors, officers, employees, other Members, agents, successors and assigns (collectively “Indemnified Parties”) from and against any judgments, liabilities, penalties, fines, or expenses (including reasonable attorneys fees) from any claim or allegation arising out of or related to (a) the Services; (b) any other claim that materials furnished by Member infringe or misappropriate any third party’s intellectual property rights; (c) Member’s breach of its representations, warranties, or any other obligations contained in this Agreement; or (d) damage to tangible personal property bodily injury, or death or negligence or misconduct of Member
- Disclaimer. Atavus and any of its respective parent companies, subsidiaries, affiliates, directors, officers, professional advisors, employees and agencies will not be responsible for: (a) any late, lost, misrouted, garbled or distorted or damaged transmissions of Materials; (b) telephone, electronic, hardware, software, network, Internet, or other computer- or communications-related malfunctions or failures; or (c) any disruptions, injuries, losses or damages caused by events beyond the control of Atavus.
- Term of this Agreement. The Term of this Agreement shall begin on the Effective date of this Agreement and shall terminate at such time the Member ceases to be a Member of the Atavus Community, or upon non-renewal of Member’s limited license at the end of the License Term.
- Relationship of the Parties. Nothing contained in this Agreement governing the relationship between Atavus and Member shall (i) be construed to directly control or supervise the activities of the other party or (ii) constitute or suggest the parties as independent contractors, partners, employer/employee, joint venturers, co-owners or any other similar relationship.
- Assignment. Member shall not assign this Agreement nor any of its rights or duties hereunder without the prior written consent Atavus which such consent shall not be unreasonably withheld.
- Survival. Section 4, 5, 6, 7, 8, and 9 shall survive termination of this Agreement.
- Severability. In the event any provision of this Agreement is held to be illegal, invalid, or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and shall be enforced to the greatest extent permitted by law.
- Governing Law. This Agreement and the rights and obligations of the parties shall be governed and construed by the laws of the State of Washington, United States of America.
- Notice. Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed received when (i) personally delivered or when actually received by its intended recipient by telecopier (which includes verifiable, electronic email systems), (ii) one business day after it is sent via a reputable nationwide overnight courier service, or (iii) three days after being sent via first-class mail, postage prepaid, in all cases to a party at the address first listed above.
- Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or breach thereof, shall be settled first by binding arbitration. Arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration proceedings shall be conducted in King County, WA. The prevailing party may enter any judgment or award rendered by the arbitrator in any court having jurisdiction thereof.