TERMS OF SERVICE
Version 1.1 last revised July 21, 2020
Welcome to Rivalmaker, the online scheduling application assisting institutions and their agents in finding each other to schedule athletic contests nationwide. Rivalmaker’s Website [hereinafter “the Website” as defined in section I, Definitions] is operated from Alexandria, Virginia by the Virginia Limited Liability Company, Rivalmaker, LLC [ hereinafter “the Company” as defined in section I, Definitions]. By clicking “I Agree” as a part of the process of becoming a User [hereinafter “User” as defined in section I, Definitions], and providing your email and business telephone number, you certify that you are a properly authorized agent of the institution for which you are acting and you covenant and agree to accept and abide by the following terms and conditions:
I. Definitions
The Website - Rivalmaker’s website, www.rivalmaker.com and any subdomains associated with the Company.
The Company - Rivalmaker LLC.
Terms of Service or Agreement - This document, which establishes the legally binding terms you must accept without modification in order to use the services on the Company’s Website and to become a User.
Privacy Policy - a document maintained by the Company, hereby incorporated by reference as amended and in effect from time to time, that describes how Rivalmaker LLC collects, uses, and shares the information that we collect from visitors to our websites.
Post - The act of uploading, publishing, linking to, transmitting, recording, displaying, typing, or otherwise making available or transmitting Content on the Website.
User - A person who, acting as an individual or an agent on behalf of a company, institution, or organization, provides information to the Company on the Website or seeks information in connection with participation in the Website in any manner.
Content - Any part of the Website provided by the Company, including but not limited to, its interface, navigation, text, design, processes, advertisements, images, videos, emails, agreements, and any other Company provided content as well as User supplied information including but not limited to posts, open scheduling dates, contact information, desired payment terms, text communications, comments, and any other User provided information.
II. Our Role:
Through the Website, we help connect institutions and their agents who are seeking to schedule athletic contests for their sports teams. The Website provides a forum where agents from these institutions can find and contact each other, negotiate the terms of their scheduling arrangements, and enter into agreements as to those arrangements.
Through its Website, the Company acts as a facilitator of negotiations only. Further, the Company does not provide legal advice, nor does it claim any special expertise in matching teams with other teams towards any desirable outcome whatsoever.
III. Acceptance and Terms of Use Agreement:
This Agreement is an electronic contract or clickwrap agreement [hereinafter the “Terms of Service” or “Agreement” as defined in Section I, Definitions] that establishes the legally binding terms you must accept without modification in order to use the services on the Company’s Website and to become a User. By becoming a User, you acknowledge and agree that other Users of the Website will be able to view information you provide and contact you to engage in negotiations for scheduling athletic contests.
This Agreement includes and incorporates by reference Rivalmaker’s Privacy Policy [hereinafter “Privacy Policy ” as defined in Section I, Definitions].
By clicking “I Agree” and continuing to use the Website thereafter, you accept this Agreement without modification and agree to the terms, conditions and notices contained or referenced herein as a condition of using the services of the Company’s Website, and further consent to have this Agreement and all notices provided to you in electronic form. Please print a copy of this Agreement for your records. To receive a non-electronic copy of this Agreement, please contact us or send a letter and self-addressed stamped envelope with sufficient postage to: 1433 Powhatan Street, Alexandria, Virginia 22314. This Agreement may be modified by the Company from time to time, such modifications to be effective upon posting by the Company on the Website.
By using the Website, you consent to receive this Agreement, and any changes or modification to this agreement, in electronic form. To withdraw this consent, you must cease using the Website and terminate your account by sending written notice to 1433 Powhatan Street, Alexandria, Virginia, 22314.
The Company may also terminate your account at any time for any cause or no cause at all.
IV. Complete Integration:
The terms and descriptions included herein, and in the Company’s Privacy Policy, are to represent the complete integration of the agreement between Users and the Company, and will not be superseded by any other representations, either oral or written.
V. Website Content:
The Website allows Users access to Content [hereinafter “Content” as defined in Section I, Definitions] from other Users. The Company neither endorses nor approves the Content, nor does the Company guarantee the accuracy or completeness of the information provided by other Users. The Company makes the Content available to Users only as a service and convenience. The reliability of the Content may quickly change due to circumstances known only to the User who provided the information. In no case shall the Company be obligated to verify any information or Content provided by Users of the Website.
The Company provides the Content to Users of the Website for the sole purpose of facilitating negotiations for the scheduling of athletic contests between the institutions each User represents. Using the Website’s Content for any other purpose shall be considered a material breach of this Agreement. It shall also be a material breach of this Agreement to use the Website’s Content to engage in negotiations for athletic contests or for any other purpose outside the forum provided by the Website, especially when this conduct is intended to circumvent a payment process for the Content. The Company is not obligated to update any information contained in any of the Content. The Company may discontinue offering any Content on the Website at any time without notice. You agree that the Company will not be liable to you in any way for the termination, interruption, delay or inaccuracy of any of the Content on the Website.
It shall be a material breach of this Agreement for anyone to access the Website through an account which is not their own. Where a User intentionally or negligently provides their login credentials to any other party, such access shall represent a material breach by the User and the Company shall proceed against the accessing party for any damages resulting from such access.
VI. Using the Website :
1. General Workflow
a. Creating an account
All Users must create an account for themselves. Accounts are free and shared accounts are not allowed. Users are responsible for setting availability, searching for athletic contests, and negotiating the terms of athletic contests. These accounts are typically given to coaches and scheduling staff members. Please do not hesitate to contact us at david@rivalmaker.com if you have any questions.
b. Setting availability
Users may use the Website to advertise their availability for athletic contests to other Users. To do this, Users set the dates and terms they are interested in possibly scheduling. Once a User has Posted [“Post” as defined in Section I, Definitions] that their institution is available for scheduling an athletic contest on a certain day, that day is considered “Open”. By submitting availability information, Users certify that it is accurate and up to date. Users may amend availability at any time.
c. Searching For A Match
Users may use the Website to search for other Users with availability that matches theirs. Rivalmaker may automatically show potential athletic contests for “Open” days. For example, if a User is available for an away game, the Website may automatically show other Users who wish to schedule home athletic contests. Additionally, Users may use filters to further narrow results. Users must have open availability on a day in order to see what other Users are available on that day, so it is important for Users to Post availability on days they may want to schedule a game on.
d. Negotiating Terms
Once a User has found a suitable match, they may propose a personalized agreement to the potential opponent institution. The User of the potential opponent institution can accept the agreement, edit the agreement and propose it in a counter offer, or cancel negotiations all together.
If the agreement is accepted, the athletic contest is considered scheduled. If the agreement is edited and proposed in a counter offer, then the other institution has the opportunity to accept the agreement, edit the agreement and propose it in a counter offer, or cancel negotiations all together.
If the negotiations are canceled, then the negotiation is no longer valid neither party can take further action.
e. Fulfilling Agreements
Rivalmaker is only responsible for providing helpful information to aid in facilitating the scheduling of athletic contests. events, and easing payment transfers between Users on behalf of the individuals, companies institutions, or organizations they represent. It is up to the individuals, companies, institutions, or organizations to understand and fulfil the terms and obligations of the agreements between them. Rivalmaker’s agreement templates are not a substitute for the advice or services of an attorney as to the legally binding nature of agreements as to the athletic contests scheduled between Users.
2. Prohibited Activities.
The Company reserves the right to investigate and/or terminate your account if you have misused the service or behaved in a way the Company regards as inappropriate or unlawful, including actions or communications that occur off the Website but involve other Users of the Website. The following is a partial list of the type of actions that you may not engage in with respect to the service. You will not:
a. impersonate any person or entity.
b. solicit money from any Users.
c. post any Content that is prohibited by this Agreement.
d. engage in harassing, inflammatory or offensive behavior.
e. express or imply that any statements you make are endorsed by the Company without our specific prior written consent.
f. ask Users to conceal the identity, source, or destination of any illegally gained money or products.
g. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Website, any service provided, or its Content.
h. collect usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website.
i. interfere with, or disrupt, the service or the Website or the servers or networks connected to the service or the Website.
j. email or otherwise transmit 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, hardware, or telecommunications equipment.
k. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Website or service (either directly or indirectly through use of third-party software).
l. "frame" or "mirror" any part of the service or the Website, without the Company's prior written authorization.
m. use meta tags or code or other devices containing any reference to the Company, the Website or the service (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other website for any purpose.
n. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the service or the Website, or any software used on or for the service or the Website, or cause others to do so.
o. Post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media, any Content or information obtained from the Website or the service other than solely in connection with your use of the service in accordance with this Agreement.
3. Content Posted by You on the Website.
a. You are solely responsible for the Content that you Post, or otherwise make available on the Website, or transmit to other Users.You may not Post on the Website or as part of the service, or transmit to the Company or any other Users (either on or off the Website), any offensive, inaccurate, abusive, obscene, profane, sexually oriented, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes upon or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that all information that you submit upon registration is accurate and truthful, and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading, or false.
b. You understand and agree that the Company may, but is not obligated to, monitor or review any Content you Post on the Website or as part of a service. The Company may delete any Content, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Website or the Company. The Company may restrict the number of Open days, emails, or negotiations which a User may send to other Users in any 24-hour period to a number which the Company deems appropriate in our sole discretion.
c. By Posting Content on the Website or as part of the service, you automatically grant to the Company, its affiliates, licensees, and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any Posting and use of your Content by the Company will not infringe or violate the rights of any third party.
d. The following is a partial list of the kind of Content that is prohibited on the Website. You may not Post, upload, display or otherwise make available Content that:
promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
advocates harassment or intimidation of another person;
requests money from, or is intended to otherwise defraud, other Users of the Website or service;
involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming" (or "spimming", "phishing", "trolling" or similar activities);
promotes information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone’s privacy, or providing, disseminating or creating computer viruses;
contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful or disruptive codes, components or devices;
impersonates, or otherwise misrepresents affiliation, connection, or association with any person or entity;
provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary, or confidential information);
disrupts the normal flow of dialogue, causes a screen to "scroll" faster than other Users are able to type, or otherwise negatively affects other Users’ ability to engage in real time exchanges;
solicits passwords or personal identifying information for commercial or unlawful purposes from other Users or disseminates another person’s personal information without his or her permission; or
publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
e. You may not Post any telephone numbers,URLs or email addresses in any manner that may be viewed by other Users. You agree that any Content you place on the Website to be viewed by other Users may be viewed by any person visiting the Website or participating in the service.
f.The Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Website or service and terminating or suspending the User accounts of such violators.
VII. No Recommendations or Advice Provided:
Although the Company provides Users with information and Content related to the negotiation and scheduling of athletic contests with other Users, Users shall not construe any such information, forms, or any other Content provided by Rivalmaker as advice, legal or otherwise.
User understands that, by providing the forms on the Website, the Company is not certifying their fitness for any particular purpose, to include the representation of a binding contract. Users alone bear the responsibility of seeking advice from legal counsel and other skilled personnel of their respective institutions in evaluating the merits and drawbacks associated with negotiating and scheduling an athletic contest with the institutions represented by other Users and the legally binding nature of these agreements before making any decisions based on such information, forms, or any other Content.
VIII. Limited Liability and Disclaimer of Warranties:
1. YOU UNDERSTAND AND EXPRESSLY AGREE THAT:
a. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE AND ANY OF ITS CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ESPECIALLY INFORMATIONAL CONTENT. THE COMPANY MAKES NO WARRANTY THAT:
THE CONTENT THAT IS PROVIDED BY OTHER USERS OF THE WEBSITE WILL BE ACCURATE OR RELIABLE;
THE QUALITY OF THE WEBSITE’S CONTENT WILL MEET USER’S EXPECTATIONS;
THE COMPANY WILL CORRECT ANY ERRORS ON THE WEBSITE;
THE WEBSITE WILL MEET YOUR REQUIREMENTS;
THE WEBSITE WILL BE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS OR THAT ACCESS WILL REMAIN UNINTERRUPTED OR SECURE. USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT;
THE SCHEDULING INFORMATION PRESENTED OR DISPLAYED ON THE WEBSITE ARE RELIABLE, TRUTHFUL, OR CORRECT. USER RETAINS ALL DISCRETION AND RISK OF USE OF ANY CONTENT OR DATA PROVIDED THROUGH THE USE OF THE WEBSITE.
2. USER AGREES THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES CAUSED BY THEFT, SYSTEM FAILURE, UNAUTHORIZED ACCESS, OR ANY OTHER INCIDENT BEYOND THE CONTROL OF THE COMPANY
3. NO CONTENT, OR INFORMATION GIVEN BY THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE CONSTRUED AS ADVICE OF ANY KIND, NOR CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
4.THE COMPANY WILL NOT BE HELD LIABLE FOR ANY DAMAGES, COMPENSATORY, PUNITIVE, OR OTHERWISE, FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, OR OTHER LOSSES RESULTING FROM:
a.THE USE OF WEBSITE;
b. THE UNAVAILABILITY OF THE WEBSITE;
c. UNAUTHORIZED ACCESS TO USER’S ACCOUNT, ESPECIALLY UNAUTHORIZED ACCESS DUE TO USER MISCONDUCT OR NEGLIGENCE;
d. CONTENT OR CONDUCT OF ANY OTHER USER ON THE WEBSITE; OR
e. ANY OTHER USE OR RESULT OF USE OF THE WEBSITE.
IX. Release and Indemnity:
In the event a User has a dispute with one or more Users, you release the Company, its affiliates, officers, directors, employees, and agents from any and all claims, demands, and damages of every kind and nature known and unknown, arising out of or in any way connected to such disputes, including but not limited to reasonable attorneys’ fees, expert fees, and costs borne by any party.
User will indemnify and hold the Company, its affiliates, officers, directors, employees, and agents harmless from any claim or demand made by any third party due to or arising out of User’s use of the Website, breach of this Agreement, User’s improper use of the Website or User’s breach of any law or the rights of a third party, including but not limited to reasonable attorneys’ fees, expert fees, and costs borne by any party.
X. Severability:
If any provision of this Agreement is found void or unenforceable by a court or arbitrator, then that provision will be deemed severable from the agreement and the remaining provision will remain valid and enforceable.
XI. Applicable Law and Venue:
Rivalmaker, LLC controls and operates this Website from our offices within the Commonwealth of Virginia, United States of America. By choosing to access this Website through other locations, User acknowledges that User is responsible for compliance with any applicable local laws. This agreement, as well as any dispute arising from it, shall be interpreted, governed, and construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of laws principles, except to the extent inconsistent with or preempted by federal law.
If you take legal action relating to this agreement, you agree to file such action only in Alexandria City Circuit Court in the Commonwealth of Virginia or the United States District Court for the Eastern District of Virginia where appropriate, and you consent and submit to the exclusive personal jurisdiction of those courts for the purposes of litigating any such action.
This agreement is executed under Virginia’s Uniform Computer Information Transactions Act (UCITA) and Virginia’s Uniform Electronic Transactions Act (UETA) and thus is governed by the provisions of those acts.