Subscription Agreement

THIS SUBSCRIPTION AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF VSB SERVICES. BY ACCEPTING THIS AGREEMENT, SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF SUBSCRIBER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUBSCRIBER REPRESENTS THAT THE INDIVIDUAL SUBSCRIBING FOR THE SERVICES HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "SUBSCRIBER” will REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU, THE SUBSCRIBER, DO NOT HAVE SUCH AUTHORITY, OR IF YOU, THE SUBSCRIBER, DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

This Subscription Agreement is entered into between you, the Subscriber, and Varsity Stat Book LLC (“VSB”) in connection your subscription and use of VSB’s products and services (“Subscription”). In addition to words defined elsewhere this Agreement, the following words have the meaning ascribed to them.

Subscriber means you, the account holder of this Subscription. In this document, the term Subscriber also means the Subscriber’s authorized Users as the Subscription and context of this Agreement permits.

User means a natural person that is authorized by the Subscriber to access and use the Services.

Services mean the products and services subscribed to by Subscriber in the Order Form that are made available by VSB through the Website to Subscriber under this Subscription.

Website means VSB’s website at http://www.varsitystatbook.com and such other web pages designated and operated by VSB (together the “Website”).

Order Form means the form Subscriber’s submitted to VSB through the Website for this Subscription.

Subscriber’s Data means all team, player and other information, including Team Stats, Subscriber submits to VSB through the Website or otherwise in connection with the access and use of the Subscription.

Team Stats means the player and team statistical and analytical data submitted by a Sharing Subscriber submits to VSB in connection with Subscriber’s access and use of the Services and Website.

Sharing Subscriber means a Subscriber that elected under the Order Form to share and publish Team Stats with other Subscribers that also elected to share Stats.

Subscription Term means the period commencing on the date Subscriber accepts this Agreement and ending on the first anniversary of the acceptance date.

  1. Services; Limitations.
    1. VSB will use commercially reasonable efforts to make Services required by the Subscription available to the Subscriber during the Subscription Term. Subscriber acknowledges Services may be temporarily interrupted or curtailed from time-to-time, due to modifications, upgrades, relocation, repairs and other similar activities necessary for the operation and upgrade of the Services. No reduction of fees will be made in the case of temporary interruption of Services. In no event will VSB be liable for interruption or delays in transmission or errors or defects in transmission or failure to transmit caused by events beyond its control, including without limitation acts of God or failure of any Internet provider.
    2. During the Subscription Term, VSB may develop enhancements, upgrades, updates, improvements, modifications, extensions and make other changes to the Services ("Changes"). Subscriber agrees to VSB making the Changes, provided the Changes do not have a material adverse effect on the functionality or performance of the Services. When commercially practicable, VSB will notify Subscriber of the implementation of any material Changes.
    3. Services are for the personal use of the Subscriber and the Users authorized under the Subscription, if any. Subscriber will use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription, and will notify VSB promptly of any such unauthorized access or use. This Subscription may not be used in connection with any commercial purpose. The illegal and/or unauthorized use of the Services, including, without limitation, collecting usernames and/or email addresses of other Subscribers by electronic or other means or unauthorized framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation of Subscriber may be removed from the Website without notice and may result in termination of this Subscription. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.
    4. Subscriber is responsible for the accuracy, quality and legality of Subscriber’s Data and of the means by which the Team Stats are acquired.
    5. Subscriber agrees to not use the Services to store or transmit malicious code, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; interfere with or disrupt the performance of the Services; or attempt to gain unauthorized access to the Services or their related systems or networks.
    6. Subscriber represents this Subscription is neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by VSB regarding future functionality or features of the Services.
  2. Subscriber’s Data.
    Subscriber grants VSB and its licensees, distributors, agents, independent contractors, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights Subscriber owns or controls, to use, reproduce, transmit, display, publish, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit Subscriber’s Data, in whole or in part, in all media formats now known or hereafter devised (including on the Website) for any and all purposes including trade or commercial purposes, all without further notice to Subscriber, with or without attribution, and without the requirement of any permission from or payment to Subscriber or to any other person or entity (“Content License”). Subscriber appoints VSB as Subscriber’s agent with full power to enter into and execute any document and/or perform any act VSB may consider appropriate to confirm, fully utilize, or enforce the Content License.
  3. Team Stats. (Applicable to Basic and Premium Subscriptions)
    1. If Subscriber elects to be a Sharing Subscriber, (a) the Subscriber will have access to view and use Team Stats of other Sharing Subscribers, and (b) other Sharing Subscribers will have access to view and use Team Stats of Subscriber. Subscriber’s election to be a Sharing Subscriber cannot be revoked during the Subscription Term and will constitute the Subscriber’s unconditional consent to the access and use of Subscriber’s Team Stats by other Sharing Subscribers during and following the Subscription Term.
    2. Subscriber will not sell or modify Shared Stats; or reproduce, republish, display, publicly perform, distribute, or otherwise use Shared Stats for any commercial purpose.
  4. Limited License.
    1. VSB grants Subscriber a nonexclusive, nontransferable, limited license to access and use the Website and Services for the sole purpose of facilitating Subscriber’s personal, noncommercial use and retention of Subscriber’s Data. Unauthorized use of the Services for any other purpose is prohibited. Subject to the limited rights expressly granted hereunder, VSB reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
    2. Subscriber will not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Website or the Services; or use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. Subscriber will not use any robot, spider, other automatic device, or manual process to monitor or copy the Website or its content except as permitted hereunder.
  5. Links to Other Web Sites
    As a convenience to Subscribers, the Website may contain links to third-party web sites, including of advertisers. VSB has no control over such sites and the content therein. Subscriber agrees VSB is not responsible for the availability of such external sites and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites. Subscriber further agree VSB is not responsible or liable, directly or indirectly, for any damage or loss caused or claimed to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such site.
  6. Fees.
    1. Subscriber will pay the fee specified in the Order Form for the Subscription. Subscription fees are based on (a) the level of Services purchased and not actual usage of Services, and (b) number of Users authorized to access the Services. Fees paid by Subscriber are non-refundable, and the number of Users permitted under the Subscription may not be decreased during the Subscription Term.
    2. Unless otherwise stated, fees charged by VSB for the Subscription do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with this Subscription.
  7. Disclaimer of Warranty; Limitation of Liability
    Except as expressly provided herein, VSB makes no warranties of any kind, whether express, implied, statutory or otherwise in respect of the Services provided under this Subscription. To the maximum extent permitted by applicable law, VSB expressly disclaims all implied warranties, including any warranties of merchantability or fitness of the Services for a particular purpose.

    To the maximum extent permitted by applicable law, in no event will VSB have liability to Subscriber or a third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, including without limitation resulting from the misuse, corruption or deletion of any of Subscriber’s Data, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

    Subscriber agrees that the liability of VSB arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with the Services or Subscription will not exceed the amount Subscriber paid for this Subscription.

    No claim, regardless of form, which in any way arises out of this Agreement, may be brought under this Agreement more than one year after of the end of the Subscription Term.
  8. Indemnification
    Subscriber will to defend and indemnify VSB and its officers, directors, employees, and agents from and against any claim, cause of action or demand, including without limitation legal fees, brought by third parties as a result of Subscriber’s use of the Services.
  9. Other Terms.
    1. This Subscription and the other instruments referenced and incorporated herein, embody the entire understanding between VSB and Subscriber and supersede any and all prior agreements, oral or written. Nothing in this Subscription is intended or shall be construed to confer upon any person or entity other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Subscription. Neither this Subscription nor any part or portion may be assigned, sublicensed, or otherwise transferred by Subscriber. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
    2. This instrument and performance of its terms will be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of law's provisions. Subscriber consents and submits to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, United States of America, in all questions and controversies arising out of the Services.
    3. Should any provision of this Subscription be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.
    4. By accepting this Subscription, Subscriber also agrees and consent to VSB’s Privacy Policy, published via a link on the Website, as amended from time-to-time.