Sports Thread Software-as-a-Service Terms of Service

1. Restrictions.

1.2 Ownership of System and Intellectual Property. Member acknowledges and agrees that no title to the intellectual property in the Sports Thread System, including any and all proprietary trade secret information and information about business processes, is transferred to Member under the terms of this Agreement. All right, title and interest in and to the Sports Thread System is the sole property of SportsThread, including any modifications thereto. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Sports Thread System are granted to the Member, and no interest in or rights or licenses to the Sports Thread System shall inure in or accrue to the Member, whether by implication, estoppel, or otherwise. All rights of any kind in the SportsThread System that are not expressly granted in this Agreement are entirely and exclusively reserved to and by Sports Thread, and its successors and assigns. Sports Thread reserves the right, without notice, (i) to revoke Member’s or any of its Users user identity (“User Identity”) (user name together with a password); (ii)  to require Member or any of its Users to change its User Identity; or (iii) to deny, limit or terminate access to the Service or any portion thereof, whether for security purposes, for violation of this Agreement, including the Sports Thread’ Policies, or for any other reason.

1.3 Organizational Decisions. Sports Thread is not responsible for an Organization’s administration (e.g., coaching decisions, team selections, Organization refund policies, Organization terms, etc.). An Organization’s use of the Services does not imply Sports Thread’ approval or endorsement of such Organization. All questions and issues with Organization administration and policies should be directed to the Organization. Member is solely responsible for ensuring that Member and its Users secure their User Identity and do not share their User Identity with others. Sports Thread will assume that any person using the Service under a given User Identity is the individual associated with such User Identity in Sports Thread’ records and will grant access to data, records and other information and capabilities accordingly. Using, or permitting the use of, the Service under a User Identity not actually assigned to a particular individual is prohibited. Member agrees that the Service will be used solely for the purposes and functions contemplated in this Agreement and the Sports Thread Policies. Member represents, warrants and covenants to Sports Thread that (A) if Member is using the Services on behalf of an Organization that Member is an authorized representative of such Organization, (B) all materials provided by Member to Sports Thread or uploaded, stored, processed, contained included and/or integrated in the Service, including without limitation data and/or information forms, UserData (as defined below), and other data input by or on behalf of Member to the Service: (i) is accurate, (ii) has been obtained with Member’s consent; (iii) does not infringe on the intellectual property rights of any third party or any rights of publicity or privacy and Member own or have the rights necessary for the use, processing, modification by Sports Thread as contemplated herein; (iv) is not offensive or obscene or in violation of any law, rule, statute, ordinance, or regulation; (v) does not violate any right of privacy or publicity;(vi) does not contain unlawful, discriminatory, libelous, harmful, obscene or otherwise objectionable material of any kind; (vii) does not encourage conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; and (viii) does not transmit or upload to the Service any virus, worm, defect, trojan horse, software bomb or other harmful or malicious code or feature that does or could interfere with, damage or degrade in any manner the performance or security of a Service or adversely affect another user of the Service, and (C) Member are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, nor are Member listed on any U.S. Government list of prohibited or restricted parties. Member’s use of the Services shall be subject to the“Restrictions onUse of the Websites” found in the Terms of Service.

1.4 Communications Costs of Member. Member is solely responsible for all of Member’s internet, communication, device and other equipment, and any other costs associated with Member’s use of the Service. Use of the Service may impact Member’s cellular data usage or other data plan.

1.5 Transactions Initiated by Individuals. If Member makes a registration or other payment to an Organization via the Service, Member agrees that such transaction is between Member and that Organization, notwithstanding Sports Thread rights to impose Fees on such transactions; therefore, any refund requests, including without limitation unauthorized or incorrect charges, must be made directly to the Organization.Any Fees charged by Sports Thread for the Services are non-refundable. Member agrees to contact Sports Thread in the event of a dispute before initiating a charge back or return with Member’s bank. In the event Member makes any chargeback claim, Sports Thread may contact Member and the Organization with regard to the claim.

1.6 Organization. All payments will be processed via the Services and will be held by Square. Square will transfer registration fees collected by Sports Thread via Square merchant credit and debit card processing services (net of charges due to Sports Thread, including all applicable Fees and taxes or other governmental charges) to the designated Organization account. Sports Thread will automatically debit against Member’s designated Organization account all applicable Fees, taxes or other governmental charges., and/or any applicable return or chargeback fees incurred by SportsThread arising from the processing and/or resolution of any return or chargeback claim relating to Member’s Organization will be paid to Sports Thread via check, ACH, debit or credit card transfer. All Fees debited by Sports Thread are non-refundable. Member is responsible for presenting or re-presenting to the card issuer any challenge Member may wish to bring to any return or chargeback claim. Member agrees at Member’s own expense to assist Sports Thread when Sports Thread is requested to investigate any transactions processed through the Service that are the subject of a return or chargeback claim; however, Sports Thread shall have no obligation to conduct any such investigation. In the event of a return or chargeback claim, Member is responsible for collecting any unpaid fees or charges directly from the Individual User initiating the chargeback.

1.7 Invoiced Fees; Chargebacks. If Sports Thread presents you with an invoice for fees incurred for any service rendered by Sports Thread where Sports Thread has separately agreed to invoice you, such invoices shall be immediately due and payable upon receipt or due on the due date set forth in the invoice provided by Sports Thread. On the date that is 30 days following the invoice date, such fees shall be subject to late fees and interest at a monthly rate of ten percent (10%) or such lower amount as may be required by applicable law. Sports Thread may, but is not responsible to, assist in resolving disputes regarding refund requests or return or chargeback claims, or to assist in presenting or re-presenting any challenge to any return or chargeback claim. Member is responsible for presenting or re-presenting to the card issuer any challenge Member may wish to bring to any return or chargeback claim. In the event of a return or chargeback claim, Member is responsible for collecting any unpaid fees or charges directly from the individual initiating the return or chargeback. At Member’s sole discretion, Member may elect to refund the Individuals User charge amounts, processing and other fees through the Service, which will be debited against a subsequent Member ACH transfer. Sports Thread may charge an administrative fee with regard to any chargeback claim, regardless of the resolution outcome.

1.8 Modifications; Custom Development.SportsThread retains the right, in its sole discretion, to enhance, modify or alter the Service at any time (“Sports Thread’ Modifications”). It shall be inSportsThread’ sole discretion to determine which Sports Thread’ ModificationsMember receives.

2. Data

2.1.Ownership of Data. As between the parties,Member shall own all data and content that is placed by Member and Member’s members and/or users on the Sports Thread System (including any website text, images or other content created by or for Member through the SportsThreadSystem). This information (to the extent stored in the Sports Thread System by Member) shall include participant and registration information, membership information, statistics regarding Member’s site and usage as reported to Member by Sports Thread and other commerce-related information provided byMember, its members and users (“Data”). Data collected in the Sports ThreadSystem shall be subject to the Sports Thread’ Policies. In addition to any terms or policies that the Member may have, Member agrees that Sports Thread may, inits sole discretion, require any users of the Sports Thread System, including Member’s members and/or users, to expressly agree to the Sports Thread Policies during the member/user signup process or any time thereafter as a condition of accessing the Sports Thread system and receiving the Services. Member hereby authorizes Sports Thread to use the Data in any manner permitted in theSportsThread Policies, subject to applicable law, and may contact or communicate withMember’s members and users, including without limitation, regarding their individual user accounts, their login credentials, updates to the Sports Thread Policies or their access to and use of the Services or other features, services and products relevant to their use of the Sports Thread System and promotional offers.

2.2 Use of Data in Connection with Services. Sports Thread may use data collected or managed by Sports Thread through the Services (e.g., player registration and e-commerce data) (collectively, the“User Data”), to notify you of information relevant to the products and services of Sports Thread and its trusted partners, for other advertising and marketing purposes and for such other purposes as may be permitted by law and the Sports Thread Policies (collectively, the “Data Usage Rights”). If User Data collected or managed through the Services is provided on behalf of a third-party,Member represents, warrants and covenants that Member has notified such third parties of this Agreement and obtained all required consents. In addition, Member grants Sports Thread a limited, fully-paid, royalty free, worldwide, non-exclusive, irrevocable, right and license to use, reproduce, modify, adapt, enhance, improve, create derivative works of, edit, translate, distribute, and otherwise display the User Data: (I) for Member’s benefit; (ii) for the purpose of performing the Services; and (iii) as permitted hereunder. Sports Thread disclaims all warranties as to the availability of the User Data. Sports Thread shall have no liability or responsibility in the event that the User Data is deleted or removed from the Services. Member represents and warrants that allUser Data that is provided by Member or on Member’s behalf, or uploaded, stored, processed, contained included and/or integrated into the Services byMember or on Member’s behalf has been collected in accordance with applicable laws and with Member’s full consent. Member hereby consents to Sports Thread’ use of the User Data as provided herein. If any of the User Data uploaded, stored, processed, contained included and/or integrated in the Services relates to children under the age of 13 (“Child Users”), Customer represents and warrants that prior to Customer providing such User Data toSports Thread, Customer, as the parent or guardian of such Child User, consent to: (I) send or store such Child User’s User Data in the Services, and (ii) to permit Sports Thread to exercise its rights hereunder and under the Agreements with respect to such Child User. If Customer is not the parent or guardian of such Child User, Customer represents and warrants that Customer has obtained verifiable consent of the parent or guardian of such Child User to use theChild User’s User Data as provided herein. Customer shall provide copies ofsuch consents to SportsThread upon request. In the event any such Child User(or the parent or guardian thereof) elects to withdraw such consent, Customer shall promptly notify Sports Thread and Sports Thread shall remove the ChildUser’s User Data from the Services. If such express consent is not provided Customer shall not send or store such Child Users’ User Data in the Services; and if Customer previously sent or stored Child Users’ User Data without suchexpress consent, Customer shall immediately notify Sports Thread and immediately remove any applicable User Data from the Services until Customer obtains such required express consent.

3.Acceleration of Payments.

Any expiration or termination of this Agreement shall not release Member from its duty to pay any amount which may be then or with the passage of time will become owing to Sports Thread. Furthermore, immediately upon any termination of this Agreement, Member shall pay to Sports Thread any and all amounts that are or with the passage of time will become due and payable.

4. Confidential Information.

Each of Sports Thread and Member acknowledge that they may be exposed to confidential information relating to the other party’s business in connection with the Services, the use of the Sports Thread System and the performance of this Agreement. Such confidential information may include but is not limited to business methods and processes, products, Members, technology and financial status to the extent that the same constitutes the non-public proprietary information or trade secrets of a disclosing party. Member expressly acknowledges that the Sports ThreadSystem is the confidential and proprietary intellectual property and trade secret information of Sports Thread. The parties agree that, for the Term and subject to the provisions of this Agreement and for a period of ten (10) years from the termination or expiration of this Agreement, neither party will disclose the confidential information of the other to third parties without the prior written consent of the disclosing party.

5. Representations and Warranties

5.1 By Member. Member represents and warrants the following: (i) all information or content provided by Member or its members/users to Sports Thread and/or displayed on the Member Site is true and accurate in all material respects and does not infringe upon the intellectual property and/or proprietary rights of any third parties; (ii) Member has received all necessary permission from third parties to post all content on Member Site; (iii) Member is in compliance in all respects with all applicable laws and regulations; (iv) Member shall comply with all terms and conditions of this Agreement; (v) Member shall at all times comply with all applicable laws and regulations related to the collection, use and storage of personal information, and (vi) Member has the authority to represent and enter into this agreement on behalf of its members/users and access their Data without restriction.

5.2 “AS IS” Warranty. The Service is controlled and operated from facilities in the United States. Sports Thread makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Member may not use the Service if Member is a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

6.Limitation of Liability.

IN NO EVENT SHALL SPORTS THREAD BE LIABLE TO Member FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND/OR LOSS OF BUSINESS, ARISING OUT OF OR IN ANY WAY RELATED TO (I) THIS AGREEMENT; (II) THE PERFORMANCE OF THIS AGREEMENT; (III) THE USE OF ANY PRODUCT, SERVICE OR SPORTS THREAD SYSTEM PROVIDED UNDER THIS AGREEMENT; AND/OR (IV) AN ALLEGED BREACH OF THIS AGREEMENT, WHETHER OR NOT THAT PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPORTS THREAD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO Member FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT DIRECTLY PAID BY Member TO SPORTS THREAD HEREUNDER WITHIN THE PREVIOUS SIX MONTHS OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SPORTS THREAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CERTAIN INDIVIDUALS. THIS AGREEMENT GIVES Member SPECIFIC LEGAL RIGHTS, AND Member MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. Survival.

The following provisions shall survive termination of this Agreement for any reason: Section 1. (“Restrictions”); Section 1.2 (“Ownership of System and Intellectual Property”); Section 2.1 (“Ownership of Data”); Section 5 (“Representations and Warranties”); Section 6 (“Limitation of Liability”); Section 7 (“Survival”) and Section 8 (“General”).

8. General

8.1 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

8.2 Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

8.3 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

8.4 Assignment. This Agreement and any rights and responsibilities here under may not be assigned or delegated byMember, including by action of law, without the express written consent of Sports Thread but may be assigned by Sports Thread without restriction. Any assignment or delegation in violation of this Section will be void and of no effect.

8.5 Injunctive and Other Equitable Relief. The Member agrees that the remedy at law for any breach or threatened breach of this Agreement by the Member would, by its nature, be inadequate, and that in that event Sports Thread shall be entitled, in addition to damages, to are straining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

8.6 Commercial Transaction. If this Agreement is between Sports Thread and an Organization, Organization hereby certifies that this Agreement is a commercial transaction between two corporations or business entities and Organization’s use of the Service is for commercial purposes.

8.7 Notification Procedures and Changes to theAgreement. Sports Thread may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to Member via email notice, written or hard copy notice, or through posting of such notice on our website https://info.sportsthread.com/softwareasaserviceterms, as determined by SportsThread in its sole discretion. Sports Thread reserves the right to determine the form and means of providing notifications to Members and Users, provided that Member may opt out of certain means of notification as described in thisAgreement. Sports Thread is not responsible for any automatic filtering Member or Member’s network provider may apply to email notifications Sports Thread sends to the email address Member provides to Sports Thread. Sports Thread may, in its sole discretion, modify or update this Agreement from time to time, andsMember should review this page periodically. When Sports Thread changes the Agreement in a material manner, Sports Thread will update the ‘last modified‘ date at the bottom of this page. Member’s continued use of the Service afterany such change constitutes Member’s acceptance of the new terms of the LicenseAgreement. If Member does not agree to any of these terms or any future License Agreement, do not use or access (or continue to access) the Service.

9.Disputes.

1. Sports Thread and Member agree that these Terms affect interstate commerce and  that the Federal Arbitration Act governs the interpretation and  enforcement of these arbitration provisions.
2. In the event of a dispute, claim, or controversy arising out of or in connection with Member’s access to, and/or use of the Services, and/or the provision of content, services, and/or technology on or through the Services, Sports Thread or Member must give the other notice of the dispute, claim, or controversy which notice will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy, and the relief requested. Member must send any such notice to us by email  to Sean@sportsthread.com AND by U.S. Mail to, Sports Thread, 4155 e jewell ave, Denver CO, 80222 ATTN: Legal Department. To the extent that Sports Thread has Member’s contact information, Sports Thread will send any such notice to Member by U.S. Mail or to Member’s email address. Member and Sports Thread will attempt to resolve any dispute, claim, or controversy through informal negotiation within sixty (60) days from the date that any notice of dispute, claim, or controversy is sent. Member and Sports Thread shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After thirty (30) days, Member or Sports Thread may resort to the other alternatives described in this Section 10.8 Not withstanding the foregoing, the notice and sixty (60)-day negotiation period required by this Section 10.8 shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, trade secrets, and claims of piracy or unauthorized use of the Service.
3. Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between Sports Thread and Member arising under these Terms or in connection with Member’s access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the Service, if unresolved through informal discussions within sixty (60) days of receipt of notice, shall be resolved by binding arbitration to be held in the state in which Member resides, or if Member is an Organization, domiciled. Not withstanding the foregoing, nothing in this Section shall be deemed as preventing Sports Thread from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Sports Thread’ data security, Intellectual Property Rights or other proprietary rights.
4. For residents outside the  UnitedStates, arbitration shall be initiated in Denver, Colorado and Member and Sports Thread agree to submit to the personal jurisdiction of  any state or federal court in Denver, Colorado to compel arbitration, stay  proceedings pending arbitration, or to confirm, modify, vacate, or enter  judgment on the award entered by the arbitrator.
5. Member and Sports Thread each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided herein)arising out  of or in connection with or relating to this Agreement, or the breach or  alleged breach thereof (collectively,“Claims”), by binding arbitration by  JAMS, under the Optional Expedited Arbitration Procedures then in effect  for JAMS, except as provided herein. JAMS may be contacted at  www.jamsadr.com .
6. Sports Thread shall bear the cost of any arbitration filing fees and arbitration fees up to Five Hundred Dollars ($500.00). Member is responsible for all other additional costs that Member may incur in the arbitration including, but not limited to attorneys’ fees and expert witness costs unless Sports Thread is otherwise specifically required to pay such fees under applicable law. The decision of the arbitrator will be in writing and binding and conclusive on Sports Thread and Member, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Member and Sports Thread agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorneys’ fees. Notwithstanding the foregoing, Member and Sports Thread agree not to seek any attorneys’ fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose, provided that if Member is using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Member and Sports Thread understand that, absent this mandatory arbitration provision, Member and Sports Thread would have the right to sue in court and have a jury trial. Member and Sports Thread further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
7. If Member’s claim is solely  formonetary relief of Ten Thousand Dollars ($10,000) or less and does not  include a request for any type of equitable remedy, Member may choose whether the arbitration will be conducted solely based ondocuments  submitted to the arbitrator, through a telephonichearing, or by an  in-person hearing under the JAMS Rules.
8. Member may choose to pursue Member’s claim in small claims court where jurisdiction and venue over  Sports Thread and Member otherwise qualifies for such small claims court and where Member’s claim does not include a request for any typeof  equitable relief.
9. Member has the right to  opt-out and not be bound by these arbitration provisions by sending written notice of Member’s decision to opt-out to the following address:  Sports Thread, 4155 E Jewell Ave STE 555, Denver CO, 80222 Attn: Legal Department, AND the following Email address: Sean@sportsthread.com. The notice must be sent within the later of thirty (30) days ofMember’s  first use of the Services or within thirty (30) days of changes to this  Section being announced on the Services, otherwise Member shall be bound  to arbitrate any disputes, claims, or controversies in accordance with the  terms of thisSection 10.8. If Member opts-out of these arbitration  provisions,Sports Thread also will not be bound by them. If Member does  not affirmatively elect to opt out as described above, Member’s use of the  Services will be deemed to be Member’s irrevocable acceptance of these Terms and any changes/updates to this Section 10.8 or otherwise.
10. If any clause within these arbitration provisions is found to be illegal or unenforceable, that  specific clause will be severed from these arbitration provisions, andthe  remainder of the arbitration provisions will be given full force and  effect. In the event some or all of these arbitration provisions are  determined to be unenforceable for any reason, or if a claim, dispute, or  controversy is brought that is found by a court to be excluded from the  scope of these arbitration provisions,Member and Sports Thread agree to  waive, to the fullest extent allowed by law, any trial by jury.
11. The  terms of these arbitration provisions will apply to any claims asserted by  you againstSports Thread and its affiliates to the extent that any such claims arise out of Member’s access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the  Service.

10.Class Action Waiver.

Updated February 7th 2024