a. Scope of License

Licensor grants to you a limited, nonexclusive, nontransferable license to download, install and use the Licensed Application for your personal, non-commercial use and/or internal business purposes only on any Android- or iOS-based devices that you own or control (your “Mobile Device”) and strictly in accordance with this EULA. Except as otherwise provided herein, the terms of this EULA will govern any content, materials, products or services accessible from or purchased within the Licensed Application as well as any upgrade provided by Licensor that replaces or supplements the original Licensed Application, unless such upgrade is accompanied by separate or additional terms and conditions.

b. Limitations and Restrictions

Except as and only to the extent that any of the following limitations and restrictions are prohibited by applicable law, you must not, and you must not permit any other person accessing or using the Licensed Application through your Mobile Device to: (i) copy the Licensed Application, except as expressly permitted by this EULA; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Application; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Licensed Application or any part thereof (including any updates) or the underlying structure, ideas, know-how or algorithms relevant to the Licensed Application; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Licensed Application, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Application, or any features or functionality of the Licensed Application, to any third party for any reason; (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Licensed Application; (vii) input, upload, transmit or otherwise provide to or through the Licensed Application any information or materials that are unlawful or injurious or that contain, transmit or activate any virus, malware or other harmful code; (viii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner Licensor’s or its service providers’ servers or systems associated with the Licensed Application or Licensor’s or its service providers’ ability to provide services to any third party; (ix) access or use the Licensed Application in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party or that violates any applicable law; (x) use any manual or automatic process (such as robots, spiders or other automatic devices) to monitor or copy any of the material on the Licensed Application or for any other unauthorized purpose without the prior written consent of Licensor; (xi) use the Licensed Application to impersonate or attempt to impersonate any person or to misrepresent your identity or affiliation with any person or organization, including Licensor; or (xii) knowingly aid or assist any other person in taking any of the actions prohibited by this paragraph. If you sell your Mobile Device to a third party, you must remove the Licensed Application from the Mobile Device before doing so.

c. Reservation of Rights

You acknowledge and agree that the Licensed Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Application under this EULA, or any other rights thereto, other than to use the Licensed Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Licensed Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.

d. Account Security

If you permit any other person to use your account, you will be responsible for their activities while using the Licensed Application. You agree to notify Licensor immediately of any unauthorized access to or use of your account or any other breach of security. Licensor has the right to disable any user name, password or other identifier, whether chosen by you or provided by Licensor, at any time in its sole discretion if, in Licensor’s opinion, the continued use of that user name, password or other identifier would be inappropriate.

e. Carrier Fees

You acknowledge that you may be charged certain fees, charges and taxes by your wireless service provider, internet service provider and/or Mobile Device carrier in connection with your installation and use of the Licensed Application, including, without limitation, fees charged for data usage and overages (collectively, “Carrier Fees”). You agree that you, and not Licensor, will be responsible for the payment of all Carrier Fees.

f. Consent to Use of Technical Data

You agree that Licensor, using automatic means such as cookies and otherwise, may collect and use technical data and related information—including, but not limited to, technical information about your Mobile Device, system and application software, and peripherals—that is gathered periodically during your use of the Licensed Application to facilitate the provision of software updates, product support, and other services to you related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

g. Consent to Use of Your Information / Privacy Policy

You also may be required or permitted to provide certain information about yourself or others as a condition to or in connection with downloading, installing, or using the Licensed Application or certain of its features or functionality, and the Licensed Application may provide you with opportunities to share information about yourself with others. All information Licensor collects through or in connection with the Licensed Application is subject to Licensor’s Privacy Policy, which is located at www.pitchlogic.com/privacy-policy (our “Privacy Policy”). By downloading, installing, using, and providing information to or through the Licensed Application, you consent to all actions taken by Licensor with respect to your information in compliance with our Privacy Policy.

h. Website; Products and Services

The Licensed Application may provide you with access to Licensor’s website located at www.pitchlogic.com (the “Website”) and products and services accessible on the Website (collectively, “Products”). Your access to the Website and your purchase and/or use of any Products are governed by the Website’s Terms of Service (available at www.pitchlogic.com/terms-of-use) (“Terms of Service”) and our Privacy Policy, which are incorporated herein by this reference. Your access to the Website and your purchase and/or use of any Products may require you to acknowledge your acceptance of the Terms of Service and Privacy Policy, and your failure to do so may restrict you from accessing or using certain of the Licensed Application’s features and functionality. Any violation of the Terms of Service will also be deemed a violation of this EULA.

i. Geographic and Residency Restrictions

The Licensed Application and its associated content and services are provided from the United States and are intended for access and use only by persons located in the United States. If you access or use the Licensed Application from outside the United States, you are responsible for compliance with local laws and regulations, and you hereby acknowledge and agree that we may collect certain technical data or other information about you or your Mobile Device in connection with such access or use.

j. Updates

Licensor may from time to time in its sole discretion develop and provide Licensed Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the Licensed Application will automatically download and install all available Updates or (ii) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates, and you acknowledge and agree that the Licensed Application or portions thereof may not function properly if you fail to do so. You further agree that all Updates will be deemed part of the Licensed Application and be subject to all terms and conditions of this EULA.

k. Third-Party Materials

The Licensed Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Licensor is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Licensor does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third-Party Materials at any time without notice or liability to you.

l. Termination

This EULA is effective until terminated by you or Licensor. Your rights under this EULA will terminate immediately and automatically without any notice to you if you fail to comply with any of its terms. You may terminate this EULA by deleting the Licensed Application and all copies thereof from your Mobile Device. Licensor may terminate this EULA at any time without notice and for any reason, including, but not limited to, if Licensor ceases to support the Licensed Application, which Licensor may do in its sole discretion. Upon termination, all rights granted to you under this EULA will automatically terminate and you must cease all use of the Licensed Application and delete all copies of the Licensed Application from your Mobile Device. Termination will not limit any of Licensor’s rights or remedies at law or in equity.

m. NO WARRANTY

Licensor strives to provide a reliable and useful experience when using the Licensed Application, but does not guarantee that the Licensed Application will be available at any specific time and will not be liable for any reason if you cannot access the Licensed Application. Licensor reserves the right to alter, enhance, withdraw, restrict the use of or amend the Licensed Application (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Licensed Application) in Licensor’s sole discretion at any time without notice. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

n. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, MOBILE DEVICE FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO LICENSOR FOR LICENSOR’S PRODUCTS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

o. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including actual attorneys’ fees, arising from or relating to your misuse of the Licensed Application or your breach of this EULA.

p. Export Regulation

You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Licensed Application available outside the U.S.

q. Governing Law and Jurisdiction

This EULA and any dispute or claim arising out of or related to this EULA or your use of the Licensed Application shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any conflict of laws provision or rule (whether of the State of North Carolina or any other jurisdiction). The parties expressly waive and disclaim the applicability of the United Nations Convention on the International Sale of Goods to the fullest extent permitted by law. Any legal suit, action or proceeding arising out of or related to this EULA or your use of the Licensed Application shall be instituted exclusively in the federal courts of the United States located in Forsyth County, North Carolina, or the courts of the State of North Carolina located in Forsyth County, North Carolina. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

r. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE LICENSED APPLICATION MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

s. Severability and Waiver

If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of this EULA will continue in full force and effect. No failure to exercise, and no delay in exercising, on the part of either you or Licensor, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude further exercise of that or any other right hereunder.

t. Amendment

Except as set forth below in the Section titled “Changes to this EULA,” no change, consent or waiver under this EULA will be effective unless in writing and signed by the party against which enforcement is sought.

u. No Third-Party Beneficiaries

Except as provided in the immediately following sentence, this EULA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and/or heirs, executors, administrators, affiliates and legal representatives, and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this EULA. Apple Inc. and Apple Inc.’s subsidiaries (collectively, “Apple”) are third-party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary hereof.

v. Injunctive Relief

You acknowledge and agree that any breach or threatened breach of this EULA would cause irreparable harm to Licensor, the extent of which would be difficult to ascertain. Accordingly, you agree that, in the event of such breach or threatened breach by you, Licensor may obtain, in addition to any other remedies to which Licensor may be legally entitled, immediate injunctive relief without the necessity to post a bond therefor.

w. Entire Agreement

This EULA and our Privacy Policy constitute the entire agreement between you and Licensor with respect to the Licensed Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Licensed Application.

x. Changes to this EULA

Licensor may revise and update this EULA from time to time in its sole discretion. Changes are effective immediately when Licensor posts them, but are not retroactive. Your continued use of the Licensed Application following the posting of a revised EULA means that you accept and agree to the changes. You must check this page frequently so that you are aware of any changes, and you should immediately discontinue access or use of the Licensed Application if you do not want to agree to the revised EULA.

y. Coordination with Apple Minimum Terms

If (and only if) you are accessing and using the Licensed Application in connection with an iOS-based Mobile Device, then the additional terms and conditions of this paragraph apply to you. This EULA is concluded between you and Licensor only, and not with Apple. You and Licensor each acknowledge that Licensor, and not Apple, is responsible for the Licensed Application and the content thereof, subject to the terms and conditions of this EULA. You and Licensor each acknowledge that Apple does not have any obligation whatsoever to furnish any maintenance or support services with respect to the Licensed Application. You and Licensor each acknowledge that, as between Licensor on the one hand, and Apple on the other, Licensor (and not Apple) is responsible for addressing any claims by you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, in each case subject to the terms and conditions of this EULA. To the maximum extent permitted by applicable law, Apple will not have any warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor’s sole responsibility, subject to the terms and conditions of this EULA. In the event of any third-party claim that the Licensed Application or your possession and/or use of the Licensed Application in accordance with this EULA infringes that third party’s intellectual property rights (an “Infringement Claim”), Licensor (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such Infringement Claim. Notwithstanding the foregoing, Licensor will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (a) access to or use of the Licensed Application in combination with any hardware, system, software, network or other materials or service not provided by Licensor (or authorized in the Licensed Application’s documentation or otherwise in writing by Licensor); (b) modifications or configurations made to the Licensed Application by anyone other than Licensor (or a party acting under Licensor’s direction) without Licensor’s prior written consent; or (c) any action taken by you relating to the use of the Licensed Application that violates this EULA or is otherwise outside the scope of the rights and authorizations granted in this EULA.

z. Comments and Concerns

All feedback, comments and other communications relating to the Licensed Application should be directed to the Licensor as follows:

F5 SPORTS, INC.
Mailing and Physical Address: 4410 Providence Lane, Suite C, Winston-Salem, NC 27106
Phone: (336) 499-7390
E-mail: support@f5sports.net
Contact Us: www.pitchlogic.com/contact