1. Introduction: Please read this Agreement carefully. It contains the Terms and Conditions governing the Licensee’s access to and use of the Go2Athlete Web Site. If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site. These Terms and Conditions are in full force and effect as of the effective date.
2. Binding Agreement: These Terms and Conditions, together with all Exhibits to these Terms and Conditions, and the Master Licensing Agreement and Term Sheet incorporated by reference form a binding agreement (the "Agreement") between you and Go2Athlete, LLC. Your access to or use of the Site indicates your acceptance of these Terms and Conditions. You are agreeing to use the Site at your own risk.
3. Definitions:
3.1. The following definitions apply to this Agreement:
3.1.1. "Go2Athlete" or “Go2Athlete.com” or “G2A” or the "Site" includes www.go2athlete.com in its entirety and its related sites owned or operated by Go2Athlete, and includes their Content, Text, Graphics, Design, Programming and Services as applicable in the context.
3.1.2. "Content" includes all Text, Graphics, Design and Programming used on the Site. "Text" includes all text on every page of the Site, whether editorial, navigational, or instructional.
3.1.3. "Graphics" includes all logos, buttons, and other graphical elements on the Site, with the exception of paid advertising banners.
3.1.4. "Design" includes the color combinations and the page layout of the Site. "Programming" includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Site.
3.1.5. "Document" refers to any posting to the Site, including but not limited to any materials, job or resume.
3.1.6. "Services" means any services provided on the Site by Go2Athlete or its agents.
3.1.7. "User" refers to any individual or entity who uses any aspect of the Site.
3.1.8. "Job Seeker" means a User who is accessing the Site to search for a job or in any other capacity except as an Employer.
3.1.9. “Network Seeker” means a User is accessing the Site to search for professional or personal network opportunities in any capacity except as an Employer.
3.1.10. "Employer" means a person or entity that is accessing the Site to post a job or for any reason related to the purpose of seeking candidates for employment.
3.1.11. "You" and "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
4. Acceptable Use of the Site
4.1. General Use Rules: The Site is intended for use by the career development department responsible for the professional and personal development of current and former college athletes, current and former college athletes seeking employment and for employers or recruiters seeking candidates for employment. You may use this Site only for lawful purposes within the stated context of Go2Athlete’s intended and acceptable use of the Site. Go2Athlete is the sole interpreter of the Site’s intended and acceptable use.
4.2. License to Use by Career Development Department: Go2Athlete hereby grants you a limited, terminable, non-exclusive right to access and use of the Site to assist current and former college athletes with professional and personal development. This authorizes you to view and download Documents approved by your school for your department’s non-commercial use. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Your use of the Site is a privilege. Go2Athlete reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion if the Documents presented by you on the site is deemed offensive or in violation of any current or enacted NCAA provision.
4.3. License to Use by Users who are Job or Network Seekers: Go2Athlete hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use seeking employment and networking opportunities for yourself. This authorizes you to view and download Documents on the Site solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Your use of the Site is a privilege. Go2Athlete reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion if the Documents presented by you on the site is deemed offensive or in violation of any current or enacted NCAA provision.
4.4. Other Specific Rules: You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions and all applicable laws. Any conduct that may be deemed harmful to any current or former college athlete may be terminated by Go2Athlete in their sole discretion.
4.5. Posting, Conduct Security: SEE EXHIBIT A
5. Intellectual Property Rights: The Site and all right, title and interest in and to the Site is the sole property of Go2Athlete or its licensors, and is protected by U.S. copyright, trademark and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, Go2Athlete reserves for itself and its licensors all other right, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site. "Go2Athlete," “G2A,” the Go2Athlete design logo and certain other names or logos are service marks or trademarks of Go2Athlete, and all related product and service names, design marks and slogans are the service marks or trademarks of Go2Athlete. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Go2Athlete’s trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners.
6. Disclaimers & Limitations on Go2Athlete’s Liability:
6.1. Allocation of Responsibility: Go2Athlete assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. Go2Athlete acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to this agreement, Go2Athlete may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. Go2Athlete has no liability or responsibility to Users for performance or non-performance of such activities. Go2Athlete may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
6.2. No Endorsements by Go2Athlete: Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3. No Guaranty of Results: Go2Athlete is not an employment agency or a recruiting firm, and makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the employment objectives of Users. Go2Athlete does not guarantee that Documents posted by Users will result in candidates being hired or positions being filled, and is not responsible for any employment decisions, for whatever reason made, made by any User.
6.4. Warranty Disclaimers: THE SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. GO2ATHLETE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. GO2ATHLETE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE. (b) Without limitation on the foregoing: (i) GO2ATHLETE DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, GO2ATHLETE IS NOT RESPONSIBLE FOR THOSE COSTS. Go2Athlete makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk. Go2Athlete makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.
7. Effective Dates: This Agreement is in effect as of the effective date. This agreement expires on the expiration date unless renewed by the User.
8. Renewal: Renewal is not automatic and must be initiated by the User 60 days prior to the expiration date by providing written notice to Go2Athlete, execution of a new Agreement, and abiding ball terms and conditions contained therein.
9. Payment for Services: Payment for services shall be rendered in accordance with Payment Terms. A violation of this section may result in cancellation of services and retention of all data collected. Membership for alumni athletes is free for the entire term of this Agreement.
10. Links to Other Sites: Go2Athlete contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Go2Athlete of the contents on such third-party web sites. Go2Athlete is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
11. Amendments to this Agreement & Changes to Site: Go2Athlete may revise this Agreement s at any time by updating this page. Changes will be binding on you on the date they are posted on the Site unless you are entered into a current written Agreement in which case said Agreement will supersede any amended terms or conditions (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions (including any Exhibits thereto). If at any time you find the Terms and Conditions unacceptable, you may not use the Site any longer. Any new or different terms supplied by you are specifically rejected by Go2Athlete unless Go2Athlete agrees to them in a signed writing specifically including those new or different terms. Go2Athlete may change the Site at any time.
12. Indemnity: You agree to defend, indemnify, and hold harmless Go2Athlete (and its officers, directors, members, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any Document posted by you, or your breach of this Agreement. Go2Athlete shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
13. User Information: The Privacy Policy posted on the Site is incorporated into this Agreement by this reference. The Privacy Policy governs data collected through Go2Athlete’s on-line operations only. Please note, as set forth in the Privacy Policy, that Go2Athlete may collect certain personal information from Users and may contact Users periodically in accordance with the terms of the Privacy Policy. In addition, Go2Athlete reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain information collected from Users. Go2Athlete will never sell or intentionally make public any User Information without the express consent of the User. Upon termination of this Agreement all User Information will be made available to the University/College User for their retention. The University/College User agrees to defend, indemnify, and hold harmless Go2Athlete (and its officers, directors, members, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of User Information accessed through the Site. Go2Athlete shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
14. Questions & Notices: Questions concerning the use of the Site should be directed to “Contact Us.” Notices shall be sent, for Go2Athlete, to the address listed on the Site, and, for you, to the address submitted by you or such other address as Go2Athlete reasonably determines is an appropriate address for you.
15. General: Go2Athlete contact information is listed on the Site. Go2Athlete makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Site. If you access Go2Athlete from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement and your Service Agreement, if you have one, are governed by the internal substantive laws of the State of Pennsylvania, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement or your Service Agreement shall lie exclusively with the state or federal courts in the State of Pennsylvania. The sole relationship between You and Go2Athlete is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Site, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. Go2Athlete may assign or transfer this agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Go2Athlete in a particular "Legal Notice," or software license or material on particular Web pages of the Site, this Agreement and your Service Agreement where applicable, constitute the entire agreement between you and Go2Athlete.
16. Advertising: You may secure a single sponsor to offset the cost of the Site. Go2Athlete will post your sponsors name, logo and a link to their site on your university/college Site. Any additional advertisements or sponsors will be at Go2Athletes discretion. Go2Athlete will use their best efforts to ensure that any advertising material is consistent with the overall general purpose of this site and will remove any content or advertising Go2Athlete deems inappropriate for current and former college athletes and Users at their sole discretion. Any complaints concerning advertising should be made through “Contact Us.”
Exhibit A: Posting Rules, Conduct and Security
A1. Posting Rules: Your Document may not contain:
1.1. URLs or links to Web sites (to advertise your company or Web site, see our Advertising Info page.);
1.2. copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material);
1.3. trade secrets (unless you own them or have the owner's permission to post them);
1.4. material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others;
1.5. keywords or white text keywords (including any words embedded in the Document and hidden from the User);
1.6. anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful;
1.7. anything that is embarrassing or offensive to another person or entity;
1.8. You may not use your Document(s) to:
1.8.1. impersonate another person, living or dead;
1.8.2. post false, inaccurate or misleading information;
1.8.3. post advertisements or solicitations of business (including, but not limited to, Email Processors, Project 21, franchises, "club memberships," distributorships, or anything requiring a monetary investment by the User, including a request for payment to obtain job listings);
1.8.4. post chain letters or pyramid schemes;
1.8.5. post opinions or notices, commercial or otherwise
1.9. Your Document(s) must contain:
1.9.1. sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or your qualifications as a candidate for employment;
1.9.2. documents that encourage the User to "email for more details" are not permitted;
1.9.3. Documents from any third party charging a fee or restricting complete access to all resume information are prohibited;
1.9.4. job postings must be individual openings for traditional, W-2 or 1099 employees;
1.9.5. resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf;
1.9.6. Go2Athlete is under no obligation to monitor the Documents posted on the Site, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at Go2Athlete’s discretion.
A2. Conduct Rules:
2.1. You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate for networking). Communications soliciting the employer's business by our competitors are prohibited.
2.2. You may not send unsolicited commercial email to Users.
2.3. Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Go2Athlete immediately of any unauthorized use of your registration and password.
2.4. Report inappropriate postings or conduct to “Contact Us.”
2.5. The University/College User may delete or revise any Document posted by a User at their sole discretion.
2.6. If at any time during the term of this agreement Go2Athlete comes to the understanding that you:
2.6.1. misled Go2Athlete of your business practices and/or services Go2Athlete reserves the right to terminate this agreement; or
2.6.2. purchased services that do not represent your precise business, Go2Athlete reserves the right to terminate this agreement
2.6.3. Go2Athlete is under no obligation to monitor the conduct of its Users, but it may investigate and respond when violations are reported.
A3. Security Rules:
3.1. Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation:
3.1.1. accessing data not intended for such User or logging into a server or account which the User is not authorized to access;
3.1.2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
3.1.3. attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing";
3.1.4. sending unsolicited e-mail, including promotions and/or advertising of products or services;
3.1.5. forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability.
3.2. Violation of these Security Rules may result in civil or criminal liability. Go2Athlete will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.