PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TRYOUT WEEK SPORTS, INC. SECTION 19 CONTAINS A BINDING INDIVIDUAL ARBITRATION PROVISION AND A WAIVER OF CLASS, COLLECTIVE, AND REPRESENTATIVE ACTIONS, WHICH AFFECT YOUR LEGAL RIGHTS AND REMEDIES, INCLUDING YOUR RIGHT TO PROCEED IN COURT AND TO A TRIAL BY JURY. YOU MAY OPT OUT OF ARBITRATION UNDER SECTION 19.7 WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. SECTIONS 16 AND 17 CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY.
1. DEFINITIONS
Capitalized terms have the meanings below. Terms defined elsewhere in this Agreement have the meanings there given.
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
1.2 "Agreement" means these Terms of Service together with the Privacy Policy, the Listing and Trademark Policy, and any order form or supplemental terms expressly incorporated by reference, each as amended under Section 20.3.
1.3 "Aggregate Cost Data" means statistical measures, including medians, percentile ranges, and computed differentials, derived by Company from three or more Cost Submissions and published on the Platform under Section 8.
1.4 "Coach" means a natural person or training business that has created a coach profile on the Platform.
1.5 "Company," "we," "us," or "our" means Tryout Week Sports, Inc., a Wyoming corporation, and its successors and permitted assigns.
1.6 "Cost Submission" means information submitted by a Parent User concerning amounts quoted to or paid by that User to an Organization, together with any Supporting Documentation.
1.7 "Inquiry" means a question or request for information generated through the Platform's inquiry function by a User and transmitted or held by Company for a single Organization designated by that User, whether transmitted in full or in redacted form.
1.8 "Listing" means a page or record on the Platform concerning an Organization, comprising Company-authored descriptions, factual information derived from public sources, User Content, and third-party licensed content.
1.9 "Organization" means a youth sports club, program, training business, or Coach that is the subject of a Listing or that maintains a Subscriber or claimed account.
1.10 "Parent User" means a User who has represented that the User is eighteen (18) years of age or older and a parent or legal guardian of an athlete.
1.11 "Platform" means the website at tryoutweek.com, any successor or associated domains, and all related pages, applications, programming interfaces, features, functionality, and services made available by Company.
1.12 "Player Profile" means the optional record a Player User keeps on the Platform consisting of first name, high school graduation year, playing position, age group, current club, and the Player User's chosen visibility setting.
1.13 "Player User" means a User who has represented that the User is thirteen (13) years of age or older and who has registered as an athlete.
1.14 "Promotional Services" means paid placement, featured positioning, and other clearly labeled promotional features offered under Section 10.
1.15 "Roster Verification" means Company's review of documentation submitted by a Parent User to confirm that the User's athlete participated on an Organization's roster during a stated season.
1.16 "Subscriber" means an Organization that has purchased a Subscription.
1.17 "Subscription" means a recurring paid plan offered by Company, including the Verified plan for clubs and the Verified plan for Coaches.
1.18 "Supporting Documentation" means an invoice, receipt, roster, registration confirmation, portal screenshot, or comparable record submitted by a User in support of a Cost Submission or Roster Verification.
1.19 "User," "you," or "your" means any natural person or entity that accesses or uses the Platform, whether or not registered.
1.20 "User Content" means any text, image, video, rating, review, comment, Cost Submission, Supporting Documentation, Inquiry, Player Profile, coach profile, or other material submitted, uploaded, transmitted, or otherwise made available to the Platform by a User.
1.21 "Verified" and "Verification" have the meanings in Sections 5.4, 7.2, and 8.3, and no other meaning.
2. ACCEPTANCE; MODIFICATION
2.1 Acceptance. By accessing the Platform, creating an account, submitting User Content, or purchasing a Subscription or Promotional Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not access or use the Platform.
2.2 Capacity; Authority. You represent and warrant that you have the legal capacity to enter into this Agreement and that, if you accept on behalf of an entity, you have authority to bind that entity, in which case "you" refers to that entity.
2.3 Modification. Company may modify this Agreement under Section 20.3. Your continued use of the Platform after the effective date of a modification constitutes acceptance of it.
3. ELIGIBILITY; ACCOUNTS
3.1 Access Without Registration. Access to public Listings, published ratings, published reviews, published Aggregate Cost Data, coach profiles, and scheduled event information does not require registration. Company does not condition access to that information on account creation.
3.2 Age Requirements. (a) Parent User accounts may be created only by natural persons eighteen (18) years of age or older who are parents or legal guardians of an athlete. (b) Player User accounts may be created only by natural persons thirteen (13) years of age or older. (c) Persons under thirteen (13) may not create an account, submit User Content, or otherwise provide personal information to the Platform. Company deletes any personal information it learns has been collected from a person under thirteen (13). See the Privacy Policy.
3.3 Player Users. A Player User may save Organizations, send Inquiries, and keep a Player Profile. A Player User may not submit reviews or Cost Submissions. A Player Profile is private by default. It is never published, never searchable, and never displayed to any person other than the Player User, except that, if and only if the Player User selects the visibility setting labeled "Clubs I ask a question," a copy of the Player Profile as it exists at that moment (first name, graduation year, position, age group, and current club) accompanies each Inquiry that Player User sends, to the one Organization the Player User designated. A Player User's last name is never included. A Player User may change or clear the Player Profile at any time. A parent or legal guardian of a Player User may contact Company to close the Player User's account.
3.4 Organization Accounts. An Organization account may be created or claimed only by a natural person authorized to act on behalf of that Organization. Company may require documentary evidence of authority and may suspend or revoke any account for which authority cannot be substantiated.
3.5 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify Company promptly at hello@tryoutweek.com of any unauthorized use.
3.6 Accuracy of Registration Information. You shall provide accurate and complete registration information and keep it current.
4. NATURE OF THE SERVICE; DISCLAIMER OF ROLE
4.1 Informational Directory. The Platform is an informational directory and an interactive computer service within the meaning of 47 U.S.C. § 230. Company publishes (a) factual information about Organizations obtained from public sources, (b) descriptions authored by Company, (c) User Content, and (d) content licensed from third parties, including Google reviews content displayed under Section 11.2.
4.2 No Agency or Relationship. Company is not a party to any agreement, arrangement, or relationship between a User and an Organization. Company does not organize tryouts, camps, clinics, or sessions; does not employ, engage, credential, screen, background-check, supervise, or endorse any Organization, coach, trainer, or individual; does not administer registration; and does not process payments between Users and Organizations.
4.3 No Advice; No Endorsement. Content on the Platform is provided for informational purposes only and is not a recommendation, endorsement, certification, or guarantee of quality, safety, fitness, suitability, or compliance with law. Selection of an Organization, coach, or trainer for any athlete is your independent decision and your sole responsibility.
4.4 No Safety Records. Company does not publish disciplinary records, criminal records, misconduct allegations, or comparable adverse records concerning any Organization or individual. Absence of adverse information on the Platform is not, and shall not be construed as, evidence that no such information exists. Users should conduct their own diligence, including consulting official registries maintained by governing bodies and the U.S. Center for SafeSport.
5. LISTINGS
5.1 Creation. Company creates and maintains Listings from public sources, including regional association directories, Organizations' public websites, and public records. A Listing may exist whether or not the subject Organization requested it, transacts with Company, or pays Company any amount. Company does not create a Listing for a private individual; a Coach profile exists only because the Coach created it.
5.2 No Affiliation. A Listing does not state or imply affiliation with, sponsorship by, approval of, or endorsement by the subject Organization, nor the converse. Organization names and marks are used descriptively to identify the Organization to which a Listing pertains. See the Listing and Trademark Policy.
5.3 Correction; Non-Removal. Company corrects demonstrated factual errors without charge and without regard to whether the requesting party is a Subscriber, ordinarily within five (5) business days of receipt at hello@tryoutweek.com or through the correction form on the Listing. Company does not remove Listings on request. Removal is available solely where (a) the Organization has ceased operations, (b) the Listing is duplicative, or (c) removal is required by applicable law or court order.
5.4 Claiming; Definition of "Verified." An authorized representative may claim a Listing at no charge upon satisfaction of Company's identity confirmation procedures. As applied to an Organization, "Verified" means solely that Company has reviewed information submitted to confirm the identity and existence of the business entity on the date indicated. It is not, and shall not be construed as, a representation concerning quality, safety, fitness, competence, licensure, insurance, background checks, or endorsement.
5.5 Rights of Claimed Organizations. A claimed Listing entitles the Organization, without charge, to correct factual information, publish its own description and media, publish scheduled dates, see the age group and position of each Inquiry received, and publish one reply to each review concerning it. The right of reply is provided without charge to every claimed Organization and is not now, and shall not become, conditioned on payment.
5.6 Inquiries to Organizations That Have Not Claimed a Listing. A User may send an Inquiry to any Organization, whether or not its Listing has been claimed. Where the Listing has not been claimed, Company holds the Inquiry, may notify the Organization at a publicly published business address that an Inquiry was received and that the Listing may be claimed, attempts to reach the Organization, and notifies the User when the Listing is claimed. Company does not represent that any Organization will claim its Listing, respond to any Inquiry, or respond within any period. Company provides the User with the Organization's publicly published contact information so the User may contact the Organization directly.
5.7 Communications to Organizations. Company may contact an Organization at a business address published on the Organization's own website or otherwise publicly available, for the purposes described in Section 5.6 and to inform it of its Listing. Every such message identifies Company, includes Company's postal address, and includes a one-click means of declining further messages. An Organization that declines will not be emailed again about Inquiries, and its Listing, and the Inquiries directed to it, are unaffected.
6. COACHES
6.1 Self-Created Profiles. A Coach profile is created and maintained by the Coach. The Coach represents and warrants that all information on the profile, including credentials, rates, availability, and experience, is true, current, and not misleading.
6.2 SafeSport Attestation. A Coach may display a dated statement that the Coach holds a current U.S. Center for SafeSport training certificate, together with a link to the source the Coach supplied. That statement is the Coach's own attestation about the Coach, reviewed by Company only for facial consistency with the source supplied. It is not a representation by Company, not a background check, and not a statement about any other person. Company does not rank, sort, order, filter, or score any Coach or Organization by safety. Users should confirm any SafeSport status directly with the U.S. Center for SafeSport.
6.3 Sessions and Payment. Company does not book, host, supervise, insure, or process payment for any session, lesson, clinic, or event offered by a Coach. Any arrangement between a User and a Coach is solely between them.
7. USER CONTENT
7.1 Eligibility to Contribute. Reviews and Cost Submissions concerning an Organization may be submitted solely by Parent Users who have completed Roster Verification with respect to that Organization for the season concerned. Player Users may not submit reviews or Cost Submissions.
7.2 Definition of "Verified" as Applied to a Parent. A review displayed as being from a "Verified parent" means solely that the submitting Parent User completed Roster Verification for the Organization and season stated. It does not mean that Company has confirmed any statement in the review.
7.3 License Grant. You grant Company a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and sublicensable license to host, store, cache, reproduce, adapt for formatting and display, aggregate, publish, publicly display, publicly perform, and distribute your User Content in connection with the operation, provision, and promotion of the Platform, and to create and publish Aggregate Cost Data and rating summaries derived from it. You retain all ownership rights in your User Content. This license does not extend to Supporting Documentation or Player Profiles, which are used solely as described in Sections 7.8 and 3.3 and in the Privacy Policy.
7.4 Representations and Warranties. For each item of User Content you submit, you represent and warrant that: (a) it is truthful and reflects your own bona fide experience; (b) you possess all rights necessary to grant the license in Section 7.3; (c) it contains no name of any minor; (d) it contains no personal information of any third party; (e) you have obtained the consent of each identifiable individual appearing in any image or video, and of the parent or legal guardian of each such individual who is a minor; (f) you have not received and will not receive consideration from any Organization in connection with its submission; and (g) it does not violate Section 12 or any applicable law.
7.5 Prohibition on Purchased Influence. No Organization may purchase, procure, alter, reorder, suppress, condition, or cause the removal of any review, rating, Cost Submission, or Aggregate Cost Data. Company's paid offerings consist exclusively of Verification review under Section 5.4 and Promotional Services under Section 10. This Section 7.5 is a material term of this Agreement and is enforceable by any User as an intended beneficiary, notwithstanding Section 20.9.
7.6 Incentives. Company does not currently offer consideration of any kind for reviews or Cost Submissions. If Company ever offers consideration of nominal value for Cost Submissions accompanied by Supporting Documentation, it will be offered and paid without regard to the content, valence, or sentiment of the submission, never conditioned on a favorable or unfavorable characterization of any Organization, and disclosed on the submission interface.
7.7 Moderation; Ratings. Company may, but is not obligated to, review, moderate, decline to publish, edit to remove a minor's name or third-party personal information, or remove User Content, and logs every such edit. Company is under no obligation to monitor User Content and, except as expressly provided, assumes no responsibility for it. Company does not publish an overall rating for an Organization supported by fewer than three (3) published reviews. Ratings weight recent reviews more heavily than older ones. An Organization may reply to a review; an Organization may not delete one.
7.8 Confidentiality of Supporting Documentation. Supporting Documentation is accessible solely to Company personnel for verification purposes and is not disclosed to any Organization under any circumstance, including in response to a support request, dispute, or demand. Supporting Documentation is deleted under the retention schedule in the Privacy Policy.
7.9 Your Right to Speak. Nothing in this Agreement restricts your right to post an honest review or to communicate about your experience with Company or any Organization, consistent with the Consumer Review Fairness Act, 15 U.S.C. § 45b.
8. COST INFORMATION
8.1 Source and Nature. Aggregate Cost Data is computed from Cost Submissions made by Parent Users concerning amounts they report having been quoted or having paid. Aggregate Cost Data is not the pricing of any Organization, is not a quotation, and is not an offer. Users seeking current pricing must contact the Organization directly. An Organization that has claimed its Listing may separately publish its own stated season cost, which is labeled as posted by the Organization.
8.2 Minimum Sample Threshold. Company does not publish any monetary figure derived from Cost Submissions concerning an Organization and age group unless supported by not fewer than three (3) verified Cost Submissions for that Organization and age group.
8.3 Definition of "Verified" as Applied to Cost Submissions. As applied to a Cost Submission, "verified" means solely that Supporting Documentation consistent with the reported amounts was reviewed by Company on the date indicated. It is not a representation, warranty, or guarantee that any figure is accurate, complete, current, or representative, and Company does not audit any Organization.
8.4 Reported Differentials. Where the Platform displays a differential between amounts Users report having been quoted and amounts Users report having paid, that display is a report of User statements and nothing further. Company makes no representation, and no such display shall be construed as an assertion, that any Organization has engaged in deceptive, unfair, or improper pricing. Such differentials commonly arise from elective purchases, additional events, installment or processing charges, and mid-season changes.
8.5 Attribution. Each display of Aggregate Cost Data discloses the number of verified Cost Submissions on which it is based.
9. SUBSCRIPTIONS; FEES; AUTOMATIC RENEWAL
9.1 Plans and Fees. Subscription plans and fees are as presented at the point of purchase and are currently: Verified (clubs), $995 per year; Verified (Coaches), $349 per year. Promotional Services (Promoted, Spotlight, and per-event Boosts) are priced separately as presented at purchase; Boosts are one-time purchases and are not Subscriptions. All amounts are in United States dollars and exclusive of applicable taxes. Company charges no commission, no per-inquiry fee, no per-session fee, and no other transaction-based fee.
9.2 AUTOMATIC RENEWAL; EXPRESS CONSENT. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH ANNUAL TERM FOR A SUCCESSIVE ANNUAL TERM, AND YOUR DESIGNATED PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEE, UNTIL YOU CANCEL. BY CHECKING THE SEPARATE RENEWAL CONSENT BOX AT CHECKOUT AND COMPLETING A SUBSCRIPTION PURCHASE, YOU GIVE EXPRESS AFFIRMATIVE CONSENT TO AUTOMATIC RENEWAL ON THESE TERMS. Company retains a record of that consent for not less than three (3) years.
9.3 Renewal Reminder. Company sends notice of each forthcoming annual renewal, stating the amount to be charged, the renewal date, and how to cancel, to the electronic address associated with the account not less than fifteen (15) and not more than forty-five (45) days before the renewal date.
9.4 Cancellation. You may cancel a Subscription at any time, effective as to subsequent renewal terms, through the billing portal reachable from your dashboard, online and without contacting any representative of Company. Company confirms each cancellation by electronic notice. Cancellation ends paid features at the close of the then-current paid term; the Organization's cost-free Listing, associated reviews, and right of reply under Section 5.5 continue without interruption.
9.5 Identity Review; Refund on Decline. A Subscription may be purchased by any Organization at any time. Purchase of a Subscription constitutes a claim of the corresponding Listing by the purchasing account, and the purchaser represents and warrants that it is authorized to act for the Organization identified in that Listing. Following purchase, Company reviews the purchaser's identity and authority (the "Identity Review"). Payment alone never confers the Verified designation; Identity Review does. Until Identity Review is completed to Company's reasonable satisfaction, Inquiries are delivered to the Subscriber in redacted form, with the User's name and contact information withheld; on completion, Company discloses the withheld information for Inquiries delivered during the Subscription term, including Inquiries delivered before completion. Company may, in its sole discretion, decline or cancel any Subscription, including where Identity Review is not completed to Company's reasonable satisfaction, in which event Company refunds in full the Subscription fees paid for the then-current term, cancels the Subscription, and removes the purchaser's claim to the Listing, and that refund is the purchaser's sole and exclusive remedy. Nothing in this Section affects the cost-free Listing, the reviews concerning the Organization, or its right of reply under Section 5.5.
9.6 Exposure Undertaking. Throughout a paid Subscription term, Company undertakes to display the Subscriber's Listing to Users conducting searches encompassing the Subscriber's stated service area, on the same basis as other Listings of comparable status. If Company fails to do so for a continuous period of thirty (30) days or more, and the failure is attributable to Company rather than to (i) suspension or removal under this Agreement, (ii) the Subscriber's own configuration of its Listing, or (iii) a cause described in Section 20.6, the Subscriber may elect either (a) an extension of the Subscription term equal to the period of failure, or (b) a pro rata refund of fees for that period. The election must be communicated to Company within thirty (30) days after the end of the period in question, and refunds are processed within ten (10) business days of election. THIS UNDERTAKING RELATES SOLELY TO DISPLAY OF THE LISTING. COMPANY DOES NOT GUARANTEE ANY NUMBER OF INQUIRIES, ENROLLMENTS, REGISTRATIONS, REVENUE, CONVERSIONS, OR ANY OTHER COMMERCIAL OUTCOME.
9.7 Other Refunds. Except as provided in Sections 9.5 and 9.6 or as required by applicable law, all fees are non-refundable and no credit is provided for partial periods.
9.8 Fee Modification. Company may modify fees applicable to future Subscription terms on not less than thirty (30) days' notice before the affected renewal date.
9.9 Payment Processing. Payment is processed by Stripe, Inc. Company does not receive or store payment card credentials. Your use of the processor is subject to its terms.
9.10 Delinquency. Company may suspend paid features for non-payment after notice and a reasonable cure period.
10. PROMOTIONAL SERVICES
10.1 Labeling. All Promotional Services are conspicuously and continuously labeled as promotional wherever displayed.
10.2 Limitation. Promotional Services do not and shall not affect reviews, ratings, Aggregate Cost Data, or the ordering of non-promotional search results. Promotional placement is offered exclusively to Organizations that have completed Verification under Section 5.4, and only in areas Company has opened for it.
10.3 Availability. Promotional inventory is limited as stated at the point of sale. Company may decline any purchase in its reasonable discretion. A Boost is a one-time purchase for a single stated event or session and is not renewed.
11. THIRD-PARTY SERVICES, CONTENT, AND LINKS
11.1 Third-Party Services. Listings may contain links to registration, scheduling, booking, or payment services operated by Organizations or third parties. Those services are not operated by Company. Company does not process such transactions, does not receive such funds, and assumes no responsibility for such services, their availability, their terms, or any dispute arising from them. Your use of any third-party service is governed solely by the terms of that service.
11.2 Google Reviews. Where a Listing displays reviews and ratings from Google, that content is provided by Google LLC through the Google Maps Platform, is displayed as received, is labeled as such, and is subject to Google's terms and privacy policy. Company does not author, edit, select, or verify it, and it forms no part of Company's own ratings or Aggregate Cost Data.
11.3 Event Dates. Tryout, camp, clinic, and open gym dates are read from Organizations' own published sources or posted by the Organization, and each is labeled with its source. Organizations change dates. Confirm every date with the Organization before relying on it.
12. ACCEPTABLE USE
12.1 You shall not: (a) submit false, fraudulent, deceptive, or compensated content; (b) submit content concerning an Organization with which you have no bona fide experience; (c) include the name of any minor in any submission; (d) harass, threaten, defame, or disparage any person unlawfully; (e) publish personal information of any third party; (f) access, scrape, crawl, index, or extract data from the Platform by automated means, or reproduce any substantial portion of the Platform's data, including to create or improve any competing product or database; (g) circumvent, disable, or interfere with security features or rate limits; (h) misrepresent authority to act for any Organization; (i) use an Inquiry or the Platform to solicit, recruit, or contact any Player User or minor other than in response to an Inquiry that person sent you; (j) transmit malicious code; or (k) use the Platform in violation of applicable law.
12.2 Company may investigate suspected violations and may remove content, suspend or terminate accounts, and pursue available remedies.
13. INTELLECTUAL PROPERTY
13.1 Company Property. The Platform, including its software, design, compilation, Company-authored text, and the selection, coordination, and arrangement of content, is owned by Company or its licensors and protected by United States and international intellectual property law.
13.2 Marks. "Tryout Week," the Tryout Week logo, and associated marks are trademarks of Company. Third-party marks are the property of their respective owners and are used descriptively under Section 5.2.
13.3 Limited License to Users. Subject to your compliance with this Agreement, Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for personal, non-commercial purposes or, for a Subscriber or claimed Organization, for its internal business purposes.
13.4 Feedback. If you send Company suggestions or feedback, Company may use them without restriction or compensation.
13.5 Reservation. All rights not expressly granted are reserved.
14. COPYRIGHT; DESIGNATED AGENT
14.1 Company complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512. Notifications of claimed infringement shall be directed to Company's designated agent:
Copyright Agent
Tryout Week Sports, Inc.
30 N Gould St, Suite 46647, Sheridan, WY 82801
hello@tryoutweek.com
14.2 A compliant notification must include: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit Company to locate it; (d) contact information for the complaining party; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, made under penalty of perjury, that the information is accurate and that the complaining party is authorized to act.
14.3 Company responds to compliant notifications and terminates, in appropriate circumstances, the accounts of repeat infringers. Counter-notification procedures are available as provided by statute.
15. PRIVACY
Company's collection, use, retention, and disclosure of personal information is governed by the Privacy Policy, which is incorporated by reference. Company does not sell personal information and does not share personal information for cross-context behavioral advertising, as those terms are defined under California law. Your contact information reaches an Organization only through an Inquiry you send, only to the one Organization you designate, and only after you check the consent box, which is unchecked by default.
16. DISCLAIMER OF WARRANTIES
16.1 THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
16.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
16.3 WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT: (A) ANY LISTING, REVIEW, RATING, COST FIGURE, SCHEDULE, DATE, COACH PROFILE, SAFESPORT ATTESTATION, OR OTHER INFORMATION IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (B) ANY ORGANIZATION, COACH, OR TRAINER IS SAFE, QUALIFIED, COMPETENT, LICENSED, INSURED, BACKGROUND-CHECKED, OR SUITABLE FOR ANY PURPOSE; (C) ANY ORGANIZATION WILL RESPOND TO ANY INQUIRY; (D) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (E) ANY DEFECT WILL BE CORRECTED.
16.4 YOU ASSUME SOLE RESPONSIBILITY AND RISK FOR YOUR SELECTION OF, AND YOUR ATHLETE'S PARTICIPATION WITH, ANY ORGANIZATION, COACH, OR TRAINER.
16.5 Some jurisdictions do not permit the exclusion of certain warranties; the foregoing exclusions apply to the maximum extent permitted by applicable law.
17. LIMITATION OF LIABILITY
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF COMPANY AND THE PARTIES IDENTIFIED IN SECTION 17.1 FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).
17.3 THE LIMITATIONS IN THIS SECTION 17 APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
17.4 Nothing in this Agreement limits liability that may not be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud where such limitation is prohibited.
18. INDEMNIFICATION
You shall defend, indemnify, and hold harmless Company and its Affiliates, officers, directors, employees, and agents from and against all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your access to or use of the Platform; (c) your breach of this Agreement; (d) your violation of any applicable law; (e) your violation of the rights of any third party, including rights of privacy, publicity, and intellectual property; or (f) for an Organization, any claim by a User or athlete arising from the Organization's programs, sessions, events, or conduct. Company may assume exclusive defense and control of any matter subject to indemnification, in which event you shall cooperate with Company.
19. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS.
19.1 Scope. Except as provided in Sections 19.5 and 19.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform, including its interpretation, breach, termination, enforcement, or validity, shall be resolved exclusively by binding individual arbitration.
19.2 Informal Resolution Precondition. Before initiating arbitration or any permitted court proceeding, the initiating party shall send written notice describing the dispute and the relief sought to the other party, at hello@tryoutweek.com for Company or, for Company-initiated matters, to the address associated with your account. The parties shall confer in good faith for sixty (60) days after that notice. Compliance with this Section 19.2 is a condition precedent to commencing proceedings. Any applicable limitations period is tolled during that period.
19.3 Arbitration Procedure. Arbitration shall be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, before a single arbitrator. The seat is Orange County, California; a consumer claimant may elect telephonic or videoconference proceedings or a hearing in the county of the claimant's residence. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 19. The arbitrator has exclusive authority to resolve all disputes as to arbitrability, except the enforceability of Section 19.4, which is reserved to a court of competent jurisdiction. The arbitrator's award may be entered in any court of competent jurisdiction. For a consumer claimant, Company pays all JAMS filing, administrative, and arbitrator fees beyond the amount the claimant would pay to file in court, except where the arbitrator finds the claim frivolous.
19.4 CLASS ACTION WAIVER. ALL CLAIMS SHALL BE BROUGHT AND ARBITRATED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. If this Section 19.4 is held unenforceable as to any claim or request for relief, that claim or request shall be severed and adjudicated in a court of competent jurisdiction, and all remaining claims shall proceed in arbitration.
19.5 Coordinated Filings. If twenty-five (25) or more substantially similar demands for arbitration are filed by or with the assistance of the same or coordinated counsel, they shall be administered in sequential batches of not more than fifty (50), with a single arbitrator appointed per batch and administrative fees assessed per batch. The parties shall cooperate in good faith with the administrator to implement this procedure, and any applicable limitations period is tolled for demands awaiting batching.
19.6 Exceptions. Either party may (a) bring an individual claim in a small claims court of competent jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or unauthorized access to the Platform.
19.7 RIGHT TO OPT OUT. YOU MAY DECLINE THIS ARBITRATION AGREEMENT BY SENDING WRITTEN NOTICE TO hello@tryoutweek.com WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPT THIS AGREEMENT, STATING YOUR NAME, THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT, AND YOUR INTENT TO OPT OUT. OPTING OUT DOES NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE PLATFORM.
19.8 Survival. This Section 19 survives termination of this Agreement and closure of your account.
20. GENERAL PROVISIONS
20.1 Governing Law. This Agreement and any dispute arising under it are governed by the laws of the State of California, without regard to its conflict of laws principles, except that Section 19 is governed by the Federal Arbitration Act. Nothing in this Agreement deprives any consumer of the protection of mandatory provisions of the law of the consumer's place of residence.
20.2 Venue. Subject to Section 19, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California.
20.3 Amendment. Company may amend this Agreement by posting a revised version bearing a new Effective Date. Company gives not less than thirty (30) days' advance notice of material amendments by electronic notice to registered Users or by conspicuous notice on the Platform. Amendments are not retroactive. Amendments to Section 19 do not apply to disputes of which Company had notice before the Effective Date of the amendment.
20.4 Term; Termination. This Agreement remains in effect while you access the Platform. You may terminate by ceasing use and closing your account. Company may suspend or terminate access, with or without notice, for breach or where required by law. Sections 7.3, 7.5, 7.8, and 12 through 20 survive termination.
20.5 Assignment. You may not assign or transfer this Agreement without Company's prior written consent, and any attempted assignment in violation of this Section is void. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
20.6 Force Majeure. Company is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including failures of third-party hosting, database, email, or payment providers.
20.7 Notices. Notices to you may be given by electronic mail to the address associated with your account or by posting on the Platform. Notices to Company shall be given to hello@tryoutweek.com with a copy by mail to Tryout Week Sports, Inc., 30 N Gould St, Suite 46647, Sheridan, WY 82801.
20.8 No Waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial exercise precludes any further exercise.
20.9 No Third-Party Beneficiaries. Except as expressly provided in Section 7.5, this Agreement confers no rights on any person other than the parties.
20.10 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions continue in full force.
20.11 Entire Agreement. This Agreement, together with the documents incorporated by reference in Section 1.2, is the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous understandings.
20.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Agreement shall not be construed against Company by reason of its authorship.
20.13 Electronic Communications. You consent to receive communications from Company electronically and agree that electronic communications satisfy any legal requirement that communications be in writing.
20.14 California Consumer Notice. Under California Civil Code Section 1789.3, California residents are entitled to the following notice: the Platform is provided by Tryout Week Sports, Inc., 30 N Gould St, Suite 46647, Sheridan, WY 82801, hello@tryoutweek.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
20.15 Contact.
Tryout Week Sports, Inc.
30 N Gould St, Suite 46647, Sheridan, WY 82801
hello@tryoutweek.com