"Authorizing Party" is defined above.
"Collective Content" means Talent Content, and 1on1 Content.
"Commercial Use" means the use of Talent's names, photographs, likeness, facsimile signature or voice to advertise, market or promote a product, service or brand, or the use of Talent's names, photographs, likeness, facsimile signature or voice on any product, product packaging or merchandise (e.g. prints, posters, calendars and apparel) or any use in an advertisement or billboard in any media; provided, however, for the avoidance of doubt, that any use of Talent's names, photographs, likeness, facsimile signature or voice by a you for review by an audience internal to the your organization, excluding the general public and/or consumers, shall not constitute Commercial Use for purposes of this Agreement.
"Content" means text, graphics, images, software, audio, video, information or other materials.
"Prohibited Activity" means one or more activities designated by 1on1 as prohibited from time to time in its sole and absolute discretion. Without limiting the foregoing, the following will be deemed Prohibited Activities:
1. The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Services or Site (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to 1on1);
2. The use of Services or Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Site or any networks or security systems of Company or its service providers, or otherwise interfere with other Users' use of the Services or Site;
3. The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content;
4. The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by the Company;
5. The use of the Services or Site to violate the security of any computer network or to transfer or store illegal material; or
6. The use of the Services or the delivery of any Content in violation of any applicable law, including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or Slated.
"Services" is defined above.
"Site" is defined above.
"Subscriber" means a person who completes 1on1's account registration process, as described in the section below entitled "1on1 Subscriptions".
"Talent" means a person whose profile appears on the Site.
"Talent Content" means all Content that a Talent posts, uploads, publishes, submits or transmits to be made available through the Site.
"Terms" is defined above.
"1on1" is defined above.
"1on1 Subscriptions" is defined below in the section entitled "1on1 Subscriptions".
"1on1 Content" means all Content that 1on1 makes available through the Site, including any Content licensed from a third party, but excluding Subscriber Content.
The Site and Services are intended solely for persons who are 18 years of age or older. Any access to or use of the Site or Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Site or Services, you represent and warrant that you are 18 years of age or older.
The Site contains a database of commercial profiles for current and former athletes, coaches and other sports personalities compiled by 1on1. While 1on1 uses commercially reasonable efforts to provide accurate information, 1on1 gives no warranty or representation as to the accuracy of the database and any other content on the Site.
1on1's "Book Now" with respect to Talent reflects 1on1's projected quote for a minimum twenty (20) minutes appearance for such Talent that can be extended with additional payment and subject to Talent availability.
Without 1on1's express written consent, you will not: (i) use data mining, robots, screen scraping, or other similar data gathering or extraction tools on the Site; (ii) frame or utilize framing techniques to enclose and trademark, logo, or other proprietary information (including images, text, page layout, or form); or (iii) use any meta tags or any other "hidden text" utilizing 1on1's name or trademarks.
The Site, Services, and Collective Content are the property of 1on1, and are protected by all applicable copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of 1on1 and its licensors. Any reproduction, modification, copying, distribution or use for commercial purposes of the Site, Services or Collective Content whatsoever without 1on1's express written permission is strictly prohibited. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content. Subject to your compliance with the terms and conditions of these Terms, 1on1 grants you a limited, non-exclusive, non-transferable license, to (i) access and view any 1on1 Content solely for your personal and non-commercial purposes and (ii) access and view any Talent Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by 1on1 or its licensors, except for the licenses and rights expressly granted in these Terms.
In order to access some features of the Site and the Services you will have to subscribe by clicking on Book Now and pay the requisite fee electronically.
The fees for your 1on1 subscription (including any applicable taxes) will be billed automatically when you click on "Book Now" to the credit card designated by you to 1on1. All fees and charges (including any applicable taxes) are nonrefundable. If unable to participate at the appointed time, the subscriber may change such appointment, twenty four (24) hours prior to the appointed time, to another available date and time.
In the case of a video session being cancelled due to the unavailability of the talent, the subscriber will receive a coupon for another similar session at no extra cost.
1on1 may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to change your designated credit card, or if there is a change in credit card validity or expiration date, please contact a 1on1 representative by sending an email to firstname.lastname@example.org
YOU, AND NOT 1on1, ARE SOLELY RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU. IF YOU BELIEVE THERE HAS BEEN A BREACH OF SECURITY OR UNAUTHORIZED USE OF YOUR DESIGNATED CREDIT CARD, PLEASE NOTIFY 1on1 IMMEDIATELY.
If you are interested in booking Talent for an engagement, 1on1 Booking Services can assist you. The terms of any such booking and 1on1's services related thereto, including your rights and obligations, related costs and fees, cancellation policy, insurance requirements, warranties and indemnities, required authorizations and all other relevant terms and conditions, shall be set forth in and governed by a separate agreement between you and 1on1. 1on1 is not an employment agency or talent agency, and does not represent any Talent in such capacity.
You and 1on1 are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms or your use of the Services and/or the Site.
Unless otherwise agreed to in writing, you acknowledge, covenant and agree that you have no right or license to any use of any Talent's name, photographs, likeness, facsimile signature or voice that constitutes Commercial Use, and nothing contained in these Terms or elsewhere on the Site shall be construed to grant you such right or license.
You represent, covenant and agree that you have not engaged in, and will not engage in, any Prohibited Activity.
You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Site or any of the Services. In connection with your use of the Site and Services, you may not and you agree that you will not:
1. violate any local, state, provincial, national, or other law or regulation, or any order of a court;
2. use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
3. copy, store or otherwise access any information contained on the Site, or within any Content appearing therein, for purposes not expressly permitted by these Terms;
4. use the Site to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
5. "stalk" or harass any other user of the Site or Services, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a 1on1 Talent or Subscriber;
6. when acting as a Subscriber or otherwise, recruit or otherwise solicit any Talent or other Subscriber to join third party services or websites that are competitive to 1on1, without 1on1's prior written approval; or
7. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
By uploading or otherwise providing any Content through your use of the Services or Site, whether through your account with 1on1 or otherwise, you hereby grant to 1on1 a non-exclusive, non-transferable, royalty-free, fully paid-up, irrevocable, worldwide right and license to use, display, perform, exhibit, modify, reproduce and make available such Content through the Services and Site to other users. 1on1 shall have the right to maintain a copy of such Content for archival purposes and in order to enforce its rights under these Terms.
You hereby grant to 1on1 a license to publish all the Content you upload to the Services and Site, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will be viewable by other users and through third party services and websites. You should only provide Content that you are comfortable sharing on those terms. You hereby represent that you understand and assume the risks associated therewith.
As between you and 1on1, 1on1 shall exclusively own and retain all right, title and interest (including all intellectual and proprietary rights) in and to the Services and Site, including all Content (other than your Content and that of 1on1's licensors, including Talent and other Subscribers) and other materials appearing therein. 1on1 shall also own any and all metadata related to your Content generated by the Services, the Site and its systems.
1on1 respects the intellectual property rights of others and expects you to do the same. 1on1 will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to 1on1. The Digital Millennium Copyright Act ("DMCA") provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the internet. If you believe that your copyrighted work has been used without your authorization and is available on or in the Services or Site in a way that may constitute copyright infringement, you may provide notice of your claim to 1on1 as described in this section.
If you believe that any material on the Services or Site violates your rights in your copyrighted work, please notify 1on1 as soon as possible by sending an email to 1on1 at email@example.com or by mailing a letter to the copyright agent (listed below) containing the following information in accordance with the DMCA:
1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. identification of the copyrighted work claimed to have been infringed;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit 1on1 to locate the material;
4. your contact information, including your address, telephone number, and an email address;
5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
1on1's designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Site is: dotSport LLC. [Attn: Administrator, dotSport LLC, 1400 Broadway, 6th Floor, New York, NY 10001, Email: firstname.lastname@example.org]. Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, 1on1 may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at: http://www.chillingeffects.
A link to your published notice will be displayed on the Site in place of the removed Content.
1on1 reserves the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at its sole discretion.
All trademarks, service marks, logos, trade names and any other proprietary designations of 1on1 used herein are trademarks or registered trademarks of 1on1. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
1on1 may, in its sole and absolute discretion, and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to the Site and Services, and (b) deactivate or cancel your 1on1 Account. You may cancel your 1on1 Account at any time by sending an email to [email@example.com]. Please note that if your 1on1 Account is cancelled, 1on1
IF YOU CHOOSE TO USE THE SITE AND/OR THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT 1on1 DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY TALENT OR SUBSCRIBER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. 1on1, TOGETHER WITH ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, PROVIDE THE SITE, SERVICES AND COLLECTIVE CONTENT "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, 1on1, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER 1on1, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY THAT THE SITE, SERVICES, OR COLLECTIVE CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHERMORE, NEITHER 1on1, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, MAKES ANY WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR COLLECTIVE CONTENT, OR THE ACCURACY, MELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NEITHER 1on1, NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, ASSUMES ANY LIABILITY ORRESPONSIBILITY FOR ANY (I) UNAUTHORIZED ACCESS TO OR USE OF 1on1'S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (II) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR DURING THE COURSE OF YOUR USE OF THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 1on1, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, OR THROUGH THE SITE OR COLLECTIVE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY TALENT OR SUBSCRIBERS. YOU UNDERSTAND THAT 1on1 DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. 1on1 MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, TALENT AND SUBSCRIBERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED OR OTHERWISE FACILITATED BY 1on1.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND/OR COLLECTIVE CONTENT, YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF 1on1 WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER 1on1 NOR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, OR FROM YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 1on1 HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL 1on1'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE OR SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING OF ANY TALENT VIA THE SITE OR SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER SUBSCRIBER OR TALENT, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE OR SERVICES AS A SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A TALENT, THE AMOUNTS PAID BY 1on1 TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 1on1 AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold 1on1 and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (b) your violation of any third party right, including, without limitation, any copyright, property or privacy right; (c) your Content (including, without limitation, any claim that your Content caused damage to a third party); and (d) your (i) interaction with any Talent or Subscriber, (ii) booking of any Talent through the Site or Services, or (iii) any event booked by you through the Site or Services, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking of any Talent or event through the Site or Services.
You agree to release, defend, indemnify, and hold 1on1 and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any and all claims and threatened claims by any third party, including any Talent and any Talent's agents, managers, employees or other personal representatives, and any attendees of any event you book through the Site or Services, arising out of, under or in connection with the death or bodily injury of any third party, including any agent, employee, customer, invitee or visitor of Talent but only to the extent caused or contributed to (directly or indirectly) by you, or the damage, loss or destruction of any tangible personal or real property but only to the extent caused or contributed to (directly or indirectly) by you.
The Site may contain links to third-party websites or resources. You acknowledge and agree that 1on1 is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by 1on1 of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
When you visit the Site or send emails to any address on the 1on1.fans domain, you are communicating with 1on1 electronically. You consent to receive communications from 1on1 electronically. 1on1 will communicate with you by email (sent to the email address you provide to 1on1 either during the registration process or when your email address changes) or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that 1on1 provides to you electronically satisfy any legal requirement that such communications be in writing. In addition to, but not in limitation of the foregoing, except as explicitly stated otherwise, any notices to 1on1 shall be given by email to [firstname.lastname@example.org]. 1on1 may alternatively choose to give you notice by certified mail, postage prepaid and return receipt requested, to the mailing address provided to 1on1. In the case of notice by certified mail, notice shall be deemed given three (3) days after the date of mailing.
These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any dispute or claim relating in any way to your visit to the Site or to products or services sold or distributed by 1on1 or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by 1on1 without restriction.