By accessing and using any portion of the Sports Thread Service suite through your Sports Thread administrator dashboard or using any services provided to you under your agreement with Sports Thread Inc. you hereby agree to the following terms.
Confidentiality. a. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Sports Thread includes the Services, and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of Sports Thread services.
b. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Sports Thread may disclose the terms of this Agreement to a subcontractor to the extent necessary to perform Sports Thread’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Notices. Any notice required under this Agreement shall be given in writing and shall be delivered via US Mail, electronic communication, or overnight, personal or private delivery services and shall be delivered to: Sports Thread Sports Thread Sports Thread Inc. 4155 E Jewell Ave #555 Denver CO, 80222 Invoices. If Sponsor does not pay any invoices within 15 days of invoice receipt, Sponsor shall accrue a late fee of the lesser of $200 or 10% of the amount then due. In the event such amounts due are not paid within 30 days of invoice receipt, then Sponsor shall accrue default interest at the rate of 18% per annum, starting from the date originally due, until paid in full. In addition to all other remedies set forth in this Agreement, Sports Thread reserves the right to remove Sponsor from the Sports Thread platform or withhold services until the outstanding invoice(s) are cleared.
Data Collection. All data collected through all features of the Sports Thread Platform and iFrame shall be owned by Sports Thread. Sponsor shall have the right to download copies of all team data for teams that registers through Sponor’s Sports Thread team registration iFrame and user account information created through individual Play Safe registrations and Sponsor’s iFrame including: User team, User name, User age division, User date of birth, User Email, User phone number, User team link, the event a team or a user has registered for, and Team payment status. All data contributed to the Sports Thread social media platform in the form of Posts and Sports Thread profile edits and updates shall be owned exclusively by Sports Thread.
Miscellaneous: No Waiver. The waiver or failure of either Party to exercise in any respect any right provided in this Agreement shall not be deemed a waiver of any other right or remedy to which the Party may be entitled. Entirety of Agreement. The terms and conditions set forth herein constitute the entire Agreement between the Parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No modifications shall be made to this Agreement unless in writing and signed by both Parties.
Indemnification. The Sponsor shall indemnify, defend and hold Sports Thread free and harmless of and from any and all claims, allegations, damages, or lawsuits (including reasonable attorneys’ fees) arising as a result of: negligent, intentional, or other acts of the Sponsor, its employees or its participants; a failure to perform with respect to Sports Thread or Sponsor’s products and/or services on the part of the Sponsor; or the failure of Sports Thread to provide any products or services to Sponsor or to Sponsor’s participants that have registered for Sponsor’s events through the Sports Thread team or individual registration services or any other part of the Sports Thread’s platform.
Governing Law. This Agreement shall be construed and enforced according to the laws of the State of Colorado and any dispute under this Agreement must be brought in the state or federal courts located in the City and County of Denver, Colorado and no other.
Headings in this Agreement. The headings in this Agreement are for convenience only and confirm no rights or obligations in either Party, and do not alter any terms of this Agreement.
Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
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