Table of Contents
Terms of Service
Please read these Terms of Use carefully as they govern your use (which includes access to) Vision Sport Properties, LLC Decoder™ Platform data services including all our websites and software applications that incorporate or link to these Terms (collectively, Vision Sports Properties, Vision Insights and Decoder™ data services), or other material made available through Vision Sports Properties, LLC.
Use of Vision Sports Properties, LLC data and services may be subject to additional Terms and Conditions presented by Vision Sports Properties, LLC, which are hereby incorporated by this reference into these Terms. By signing up for, or otherwise using the Vision Sports Properties, Vision Insights and Decoder™ data services, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, then you must not use Vision Sports Properties, Vision Insights and Decoder™ data services or access any Content.
Terms and Conditions
1. Definitions
Unless defined elsewhere in this Agreement, the following terms shall have the following meanings:
1.1 “Receiving Party” is defined as the person and/or business entity accessing and using Vision Sports Properties LLC, Vision Insights and Decoder™ work product and services.
1.2 “A Party and/or Parties” is defined as Receiving Party and Vision Sports Properties LLC, Vision Insights and Decoder™.
1.3 “Vision Intellectual Property” means all Intellectual Property Rights in (i) the visual expressions, screen formats, report formats and other design features of the Vision Sports Properties LLC, Vision Insights and Decoder™ work product and services, (ii) all ideas, methods, algorithms, formulae and concepts used in development of such services, and (iii) all future modifications, revisions, updates, releases, improvements and enhancements of such services.
1.4 “Service(s)” means the service(s) provided by Vision Sports Properties LLC, Vision Insights and Decoder™ to Client hereunder.
1.5 “Confidential Information” shall mean any and all information related to any Vision Sports Properties LLC, Vision Insights and Decoder™ businesses, finances, technology, planning, facilities, products, techniques and processes that are either non-public or proprietary, whether in tangible or intangible form, and that the Receiving Party (as defined below) should know is confidential given the nature of the information or the circumstances governing its disclosure. Confidential Information may include, but is not limited to, the terms and conditions of this Agreement, business inventions, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, circuits, schematics, formulas, software in various stages of development, algorithms, trade secrets, works of authorship, developmental or experimental work, processes, techniques, improvements, methods of manufacturing, know-how, data, financial information and projections, royalty rates, business, product and marketing plans and strategies, disks, diskettes, tapes, marketing plans, customer and/or member names, customer and/or member information, including any contact information, addresses, email addresses and other personal information related to any customer and/or member, potential business relationship of the parties and contractual terms and relationships, in whatever form disclosed.
1.6 “Documentation” shall mean the written documentation, if any, for any Services provided by Vision Sports Properties LLC, Vision Insights and Decoder™.
2. Representations and Warranties
2.1 Each party represents to the other that: (a) it has the full (personal or corporate) right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (c) this Agreement constitutes the legal, valid and binding obligation of such party when executed and delivered;(d) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations; (e) the Services rendered hereunder by Vision Sports Properties LLC, Vision Insights and Decoder™ will be performed by qualified personnel, in a good, professional and workmanlike manner that conforms to industry standards and otherwise in accordance with the terms of this Agreement; and (f) throughout the term of this Agreement and any extensions thereof and the term of any applicable warranty set forth herein, all Services will conform in all material respects as set forth in the applicable use.
3. Confidentiality
3.1 Receiving Party shall not disclose to third parties nor use for any purpose other than for the fulfillment of the purpose of this Agreement. For purposes of this Agreement, any and all non-publicly available data and/or materials of Vision Sports Properties LLC, Vision Insights and Decoder™ shall be deemed Vision Sports Properties LLC, Vision Insights and Decoder™’s Confidential Information, and the Vision Intellectual Property shall be deemed Vision Sports Properties LLC, Vision Insights and Decoder™’s Confidential Information. The above mentioned limitations shall not apply to Confidential Information which: (a) was in the possession of the Receiving Party on a non-confidential basis prior to disclosure hereunder; (b) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; (c) was disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality owed to the Disclosing Party that was known by the Receiving Party; or (d) was independently developed by personnel of the Receiving Party having no access to the Confidential Information.
3.2 Each party shall limit access to Confidential Information to those of its personnel for whom such access is necessary for the proper performance of this Agreement. Such personnel shall be bound by confidentiality obligations not less restrictive than those provided for in this Agreement.
4. Intellectual Property Rights
4.1 Vision Intellectual Property. Vision Sports Properties LLC, Vision Insights and Decoder™ exclusively owns, and will continue to own, all right, title and interest in and to the Vision Intellectual Property, which shall include all of Vision Sports Properties LLC, Vision Insights and Decoder™’s pre-existing intellectual property, which includes but is not limited to (i) the visual expressions, screen formats, report formats and other design features of the Vision Sports Properties LLC, Vision Insights and Decoder™ work product and Services, (ii) all ideas, methods, algorithms, formulae and concepts used in development of such Services, and (iii) all future modifications, revisions, updates, releases, improvements and enhancements of such Services.
4.2 Decoder™ Syndicated Work Product. Vision exclusively owns, and will continue to own, all right, title and interest in and to Vision Sports Properties LLC, Vision Insights and Decoder™ copyrightable works, ideas, discoveries, inventions, patents, products or other information, including, but not limited to any surveys, questions, quantitative or qualitative data, tools, processes, techniques, computer programs, databases and user interfaces for Decoder™ syndicated products.
4.3 During the term of this Agreement, the Receiving Party shall have a non-exclusive, non-transferable license to use the Services for (i) its own internal personal and business purposes, and (ii) as part of its business dealing with third parties and/or its affiliate. Such authorized used includes analyzing, copying, creating derivative works from and distributing limited direct excerpts of the Services. Recipients of information via direct limited extracts of information shall not be considered to be Subscribers for the purposes of this Agreement. All limited direct excerpts must be sourced: Vision Insights: Decoder™ Fan Insights. Notwithstanding the foregoing, Client may not integrate the Services or Vision Intellectual Property with any application without the prior written consent of Vision Sports Properties LLC, Vision Insights and Decoder™, which may be withheld in Vision Sports Properties LLC, Vision Insights and Decoder™’s sole discretion. In addition, the Receiving Party is not an authorized reseller of Vision Intellectual Property or permitted to resell Vision Intellectual Property. The Receiving Party shall not use any Vision Intellectual Property for any purpose or in any prohibited manner by this Agreement. Upon the termination or expiration of this Agreement this license shall terminate, along with the use of Vision Intellectual Property by the Receiving Party.
5. Indemnification
5.1 The Parties shall indemnify, defend and hold each other harmless and their respective subsidiaries and affiliates, and the directors, members, officers, agents, employees, volunteer representatives, registered members, contractors, successors and assigns of any of the foregoing from and against any expense, claim, loss, suit, damage, deficiency or other liabilities asserted or claimed by a third party, including reasonable attorneys’ fees (each, a “Claim” and collectively, “Claims”), that either party sustains, suffers or incurs arising out of any allegation or claim in accordance with this Agreement.
5.2 A party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any Claim (provided however, that failure to provide such notice shall not relieve the indemnifying party from its liability or obligation hereunder except to the extent of any material prejudice as a direct result of such failure); and (ii) receiving the full cooperation of the indemnified party in the defense of the Claim (but only to the extent that the indemnified party’s rights are prejudiced by and failure to provide such cooperation), and the reasonable costs of such cooperation shall be reimbursed by the indemnifying party.
6. Disclaimers, Limitation of Liability
6.1 Except as expressly stated in this Agreement, Vision Sports Properties LLC, Vision Insights and Decoder™ makes no representations or warranties, oral or written, express or implied, including implied warranties of merchantability, quality and fitness for a particular purpose, and those arising by statute or otherwise in law, or from a course of dealing or usage of trade, regarding the services, or any other matter pertaining to this Agreement. Except with respect to breach of its confidentiality obligations in this Agreement, Vision Sports Properties LLC, Vision Insights and Decoder™ shall not have any liability or responsibility for any data or information, including but not limited to the accuracy or adequacy thereof, inputted or added by client or any third party.
6.2 Except for breach of the parties’ confidentiality obligations and each party’s obligations and liability arising under Section 3, neither party shall under any circumstances be liable for special, indirect, consequential or incidental, punitive or exemplary damages (even if that party has been advised of the possibility of such damages), or any lost profits or opportunities, business interruption, lost revenues or data or business of the other party or other similar indirect damage incurred by the other party and arising under or in connection with this agreement.
6.3 Except for breach of the parties’ confidentiality obligations, each party’s obligations and liability arising under Section 3, and client’s payment obligations hereunder, in the event that either party is found liable for any reason under this agreement, in no event shall such party’s liability for actual direct damages in the aggregate exceed the amounts payable by client commencing on the date of this agreement and continuing for a period of eighteen (18) months thereafter.
7. Miscellaneous
7.1 Each party represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party, and further agrees that it may not assign its rights or obligations under this Agreement without the prior written consent of the other party. Either party may, assign this Agreement to its successor in interest who acquires all or substantially all of such party’s business, provided the assignee agrees in writing to assume all of the obligations of the assigning party under this Agreement upon prior written approval of the non-assigning party, such approval not to be unreasonably withheld or delayed.
7.2 Any notice required or permitted under this Agreement shall be sent by hand delivery during normal business hours, confirmed facsimile, express or reputable overnight delivery service, or by certified mail, postage prepaid, return receipt requested, to the following address: Vision Sports Properties, 1333 Broadway, 4th Floor, New York, NY 10018, or to such other address as shall be advised by any party to the other in writing. Notices shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class certified air mail, the first business day after being sent by a reputable overnight delivery service or the date of refusal of such notice.
7.3 This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of New York, without regard for the conflicts of law principles of any jurisdiction. The New York state and federal courts shall have exclusive jurisdiction over any dispute or controversy arising under or related to this Agreement. Each party hereby consents to the personal and exclusive jurisdiction of such courts and hereby waives any objection that it may have to the laying of the venue of any such proceeding and any claim or defense of inconvenient forum. Any award made by a court in conjunction with litigation between the parties regarding this Agreement shall include an award of all reasonable attorneys’ fees and legal costs incurred by the party in whose favor the final decision is rendered. The parties hereby waive any right to trial by jury with respect to any claim under or related to this agreement.
7.4 If the performance of this Agreement or any obligation (other than payment) under it is prevented by reason of acts of God, acts of government, civil unrest, terrorism or Force Majeure Event (excludes work stoppage/strikes and pandemics), the party so affected shall be excused from such performance, but only for so long as and to the extent that such a Force Majeure Event prevents that party’s performance. Notwithstanding the foregoing, the party not affected by a Force Majeure Event may terminate this Agreement immediately upon written notice if the Force Majeure Event continues for more than thirty (30) consecutive days or an aggregate of sixty (60) days whether consecutive or not. The affected party shall without delay take reasonable steps to limit or minimize the consequences of Force Majeure.