Welcome to the (SportsEngine, Inc) TeamUnify Subscription Agreement (“Subscription Agreement”). The terms and conditions of this Subscription Agreement are important as they outline our respective obligations and govern your use and access to the Software and Services TeamUnify provide to help manage your Organisation.
Please read the terms and any other terms referenced below carefully. Please note this Subscription Agreement applies to Organisations located in the United Kingdom, the EEA and Switzerland only.
We trust your Organisation and your Members will enjoy what TeamUnify has to offer.
SportsEngine, Inc (“TeamUnify,” “we,” “us,” “our”) provides an online platform (“SwimOffice” and other platforms) centralising all the tools and information an administrator may need to manage an Organisation in one place. SwimOffice provides websites, communication tools, financial management, event Organisation and much more. In addition, SwimOffice allows the Organisation’s Members to access their schedules, results, attendance, and track their skills via desktop computer or the OnDeck mobile app. All the above, as well as additional features, functionalities, websites/app and user interfaces are collectively referred to as the “Software and/or Services”.
In addition to the terms of this Subscription Agreement, the following terms (where applicable) are incorporated by reference (collectively, the “Agreements”):
ACCEPTANCE OF TERMS
If you are entering into this Subscription Agreement on behalf of an Organisation, the terms “Administrator” (as defined below), “you” and “your,” as used throughout the Agreements, apply to both you and the Organisation together.
You represent that you have the authority to bind such Organisation and acknowledge that the Organisation accepts and agrees to be bound by the Agreements. If you do not agree with (or cannot comply with) the Agreements, then you should not proceed and the Organisation may not use or access the Software and/or Services.
CHANGES TO AGREEMENTS
We may amend any terms of the Agreements from time to time. Where we make material changes, we will provide you with notice as appropriate under the circumstances.
In some cases, we will notify you in advance, and your continued use and access to the Software and/or Services after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.
Where there is a conflict between any terms contained in the Agreements then, unless the contrary intention appears, the terms of this Subscription Agreement shall take precedence.
The following definitions applies throughout the Agreements:
Administrator(s) the person(s) responsible for the operation and administration of the Organisation, and includes anyone else who is given administrative access to the Software and/or Services.
Member(s) members of the Organisation including athletes, parents/legal guardians of athletes, the Organisation’s workforce (which includes volunteers, coaches, and Administrators) or other associated persons of the Organisation that benefit as end-users of the Software and/or Services.
This Subscription Agreement comes into effect when you click the “I Accept” button and pay the applicable Subscription Fee (see below). Depending on the payment model the Organisation has opted for (Annual or Monthly), the Subscription Agreement will continue until terminated early in accordance with section 5 or upon the Organisation giving us at least thirty (30) days’ notice that it does not want to renew at the end of the current subscription term (“Subscription Term”).
3. FEES AND PAYMENT
Before you (and your Members) can use or access the Software and/or Services, you are required to pay the applicable subscription fee as set out in the online order form presented to the Organisation (“Subscription Fee”).
The Subscription Fee, unless stated otherwise, shall be exclusive of any applicable taxes.
The Subscription Fee is non-refundable and will cover the Organisation’s (including its Members) access and use of the Software and Services for the Subscription Term as set out above.
The Subscription Fee is subject to change at the discretion of TeamUnify. TeamUnify will notify the Organisation of any such change (increase or decrease), which shall not take effect until the end of the current Term as set out in any such notice to the Organisation.
At the end of each Subscription Term, we will automatically take the applicable Subscription Fee payment (from the credit/debit card registered on the Organisation’s account). Provided a successful payment is made, the Organisation and its Members will continue to be able to use and access the Software and/or Services.
If you do not wish to renew, must inform us (by giving us at least thirty (30) days’ notice) before the end date of your current Subscription Term that. If we take a payment from you automatically at the end of your Subscription Term and you failed to give us notice, you will not be entitled to a refund.
Where possible and agreed by TeamUnify, you may upgrade or amend the Software and/or Services we provide you. In such circumstances, you will pay or be reimbursed the applicable amount of such upgrade or amendment. You may be required to accept additional terms when making a payment. In any event the Agreements will continue to govern our relationship and any upgrades and/or amendments, unless stated otherwise.
4. PAYMENT PROCESSING
The Software and Services we provide may include integrated payment processing services that can be utilised by the Organisation to accept payments from Members.
In order to receive these Services, you are required to accept our Payment Processing Agreement and agree to pay the additional fees that will be contained in an online order presented to the Organisation.
5. USE OF THE SERVICES
The Organisation agrees to co-operate fully with TeamUnify and must:
(a) comply at all times with the Agreements;
(b) pay the Subscription Fees as they fall due; and
(c) not do anything or omit to do anything that could or would detrimentally affect the performance of the Services and/or access to the Software being provided by TeamUnify.
(a) must not use or access the Software and/or Services, or any part thereof, in any manner not expressly permitted by the Agreements;
(b) are solely responsible for the accuracy, quality, integrity and legality of the Organisation’s Data and for ensuring that the means by which the Organisation acquired the Organisation’s Data are lawful; and
(c) must not use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material.
The Organisation is further obligated to inform and ensure its Members:
(b) will provide its Members with a privacy notice explaining how the Organisation handles their personal data.
The licences to use and access the Software and/or Services as set out in the Agreements are for the Organisation’s and their Members’ benefit only. The Organisation must:
(a) ensure the number of persons using the Services and Software is limited to those who need access;
(b) ensure its Members keep their account credentials up-to-date and passwords secure and maintain confidentiality of their account username and password at all times;
(c) ensure that any Administrator of the Organisation that no longer requires access to the Software and/or Services are promptly disabled; and
(c) notify TeamUnify as soon as it becomes aware of any unauthorised use of the Software and/or Services by any person other than the Organisation or its Members.
Where the Organisation fails to comply with the above security conditions, or TeamUnify reasonable believe that the Organisation is in breach or in potential breach of any of these security clauses, then TeamUnify may suspend or cease the Organisation’s (including its Members’) access to the Software and/or Services without any liability to TeamUnify.
Where the Organisation requires any third party, including subcontractors, consultants or any other individual that is not a Member (“Third Party”) to access or use the Software and/or Services provided by TeamUnify, then the Organisation should obtain the written permission from TeamUnify before allowing the use or giving access to such Third Party.
Either Party may terminate this Agreement immediately by giving notice to the other, if the other Party:
(a) commits a material breach of any term of the Agreement that is irremediable or (if such breach is remediable) fails to remedy such breach within thirty (30) days of receiving written notice of such breach;
(b) repeatedly breaches any of the terms of the Agreement;
(c) ceases, suspends, or threatens to cease or suspend, to carry on its business or payment of its debts; and/or
(d) is subject to a bankruptcy or winding up order or similar action.
Upon termination of this Agreement (howsoever caused), the Organisation shall:
(a) cease using and/or accessing the Software and/or Services;
(b) have no further rights to use TeamUnify’s trademarks or other intellectual property in any way whatsoever; and
(c) not be entitled to a refund for any payments made before the moment of termination of the Subscription Agreement.
GRANT OF LICENCE
TeamUnify grants the Organisation (including its Members) a limited, non-exclusive, non-transferable, revocable licence to use and access the Software and Services that has been agreed to be provided by TeamUnify.
Any licence to the Software shall remain effective until the Subscription Agreement is terminated (howsoever caused).
TeamUnify warrants that it is the owner (except in relation to any third party or open source software, as set out in any applicable licence terms) of the Software or otherwise has the right to grant the Organisation the license granted in this Subscription Agreement for the purposes of delivering the Services and/or accessing the Software.
Organisation shall not sell, sublicense, lend, or otherwise transfer or provide access to the Software to any Third Party without the express written consent of TeamUnify.
The Organisation shall not reverse engineer, decompile, disassemble, or customise the Software, including but not limited to, creating any software interface with the Software for the purpose of selling or marketing tee times through the internet or any internet site, without the express written consent of TeamUnify.
If the Organisation breaches, or in the reasonable opinion of TeamUnify has breached, the above licence terms, then TeamUnify may immediate cease the Organisation’s (including its Members’) access to any Software and/or Services without liability.
As between TeamUnify and the Organisation, (i) TeamUnify owns (or has the legal rights in) all intellectual property rights in the Software and/or Services, TeamUnify marks, logos, business model, any Additional IPR (as defined below), and any other rights not expressly granted to Organisation.
In the event that the Organisation and/or its Members make or observe any new discovery, improvement or invention concerning TeamUnify’s intellectual property rights, including submitting comments, information, questions, data, ideas, enhancement requests, recommendations, description of processes, or other information (“Additional IPR”), then the Organisation and/or its Members shall not make or seek to make commercial gain from such Additional IPR or attempt to secure any other proprietary rights to protect any such Additional IPR, except with the prior written consent of TeamUnify. The Organisation and/or its Members agree to do all acts necessary to confirm that absolute title in any and all Additional IPR has passed or will pass to TeamUnify.
8. WARRANTIES AND DISCLAIMERS
Both Parties represent and warrant that:
(a) they have the authority to enter into this Agreement and that their signatories are duly authorised and empowered to sign this Agreement on their behalf; and
(b) they will comply with all applicable laws.
The Organisation represents and warrants to TeamUnify that any content and/or intellectual property provided to TeamUnify (including without limitation, any photographs, drawings, or works of art, Trade Marks, videos, logos) do not violate the rights of any third party. The Organisation agrees to indemnify and keep TeamUnify indemnified for any alleged or actual breach of this warranty.
TeamUnify will provide the Software and the Services in a professional and workmanlike manner and free from any unreasonable defects. TeamUnify will use commercially reasonable means to fix any defect in the Software and/or Services that may arise.
Aside from these warranties or as set out in these Conditions, to the extent permissible by law, the Software and Services are provided without warranty of any kind, either express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or use.
With respect to malfunctioning Software, TeamUnify’s entire liability and the Organisation’s exclusive remedy shall be the repair or replacement of the Software.
10. LIMITATION OF LIABILITY
Nothing in this Subscription Agreement shall limit or exclude either of TeamUnify’s or the Organisation’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by applicable law.
In no event shall either of you or us be liable for any special, incidental, indirect, consequential, exemplary or punitive damages (including, without limitation, any damages based on loss of profits, loss of use, business interruption or loss or corruption of data), even if either you or we have been advised of the possibility of such damages. The foregoing limitations shall apply regardless of the cause or the form of action (whether breach of contract, breach of warranty, negligence, strict liability or otherwise).
TeamUnify’s total liability to the Organisation in respect of all other losses arising out of or in connection with the Subscription Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount paid by the Organisation under the Subscription Agreement (including Subscription Fees and Payment Processing Fees) in the preceding twelve (12) months.
13. DATA PROTECTION
TEAMUNIFY AS DATA PROCESSOR
Unless otherwise specified or agreed by the Parties, the Organisation acknowledges and agrees that TeamUnify shall act as a processor for any of the Organisation Data (as defined in the Data Processing Agreement). Where this is the case, TeamUnify shall act on the Organisation’s instructions and shall not copy, sell or reuse the Organisation Data, save as expressly permitted in this Subscription Agreement and the Data Processing Agreement, as updated and notified to the Organisation from time to time.
TEAMUNIFY AS DATA CONTROLLER
Organisation agrees that TeamUnify may process Organisation Data to generate nonpersonal data by means of aggregation and/or anonymisation, and to use that data (along with any other similar data (e.g. anonymous survey results, general usage data or other information generated by TeamUnify under this Subscription Agreement) for its own commercial purposes. Further, Organisation acknowledges that, provided such information is in aggregated, anonymised or pseudonymised form, TeamUnify may use Organisation Data, for business planning and to improve its products and services, systems and tools.
Within six (6) months of termination of this Subscription Agreement (howsoever caused), the Organisation may instruct TeamUnify to provide a copy of and to require TeamUnify to promptly delete the Organisation Data.
If the Organisation does not inform TeamUnify of its preference per the above paragraph, TeamUnify shall permanently delete the Organisation’s Data within and up to twelve (12) months post termination of this Subscription Agreement, in accordance with TeamUnify’s internal data destruction policy
15. THE LEGAL STUFF
Each party shall comply with the export laws and regulations of the United States, the United Kingdom and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. or U.K. government lists of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. or U.K. export embargo, prohibition or restriction.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
NO THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries to this Agreement.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
The Organisation may not assign any of its rights or obligations under this Subscription Agreement. TeamUnify may assign any of its rights or obligations under this Subscription Agreement without the prior consent of the Organisation.
This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
AGREEMENT TO GOVERNING LAW AND JURISDICTION
The formation, construction, performance, validity and all aspects of the Agreement, including any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties agree that the courts of England & Wales shall have the nonexclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.
TeamUnify is a trading name owned and operated by SportsEngine, Inc, a corporation based in Delaware and registered under company number 452904553, having its registered address at 807 Broadway, Minneapolis, MN 55413. We have an office based in the UK, see below.
We are part of the NBC Sports Group of the NBCUniversal Media group of companies.
We can be contacted at:
TeamUnify (c/o SportsEngine UK Limited)
City Quays 1
7 Clarendon Road