These Terms of Service and End User License Agreement (these “Terms”) govern the purchase, rental, and/or use of athletic performance tracking hardware (“Hardware”), software services (“Software”), and other related services (collectively “LEDS React Services” as further defined herein) by you (the “Client” as further defined below) from LEDS React BV (“LEDS React”) (each a “Party” and collectively “Parties”). Client’s order form (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Client may be referred to in this Agreement as “You,” “you,” “Your,” or “your.”
Pursuant to this Agreement, the university, high school, athletic academy, team, club, gym, player, athlete or other organization or individual (the “Client”) has purchased or rented Hardware and has licensed Software from LEDS React that will assist the Client with tracking speed and agility and other relevant performance information concerning certain individuals, such information to be shared between and among such individuals and the Client.
The Software may be accessed by web browsers from a personal computer, a downloadable/installable mobile application for smartphones, and most other online communication methods. In accordance with the Purchase Order, Software may include updates and upgrades which may be provided by LEDS React from time-to-time, along with accompanying manual(s), packaging and other written materials, electronic or on-line materials or documentation, and any and all copies of such software and related materials. LEDS React may also provide the LEDS React Services including, without limitation, hosting the Software on its servers and providing other support services from time-to-time to You. Hardware, Software, and such other ancillary or related services are herein collectively referred to as the “LEDS React Services.”
BY ACCESSING AND/OR USING THE SOFTWARE, OR OTHER MEANS PROVIDED FOR OR INDICATING END USER’S ACCEPTANCE, YOU HEREBY: (I) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREOF; AND (II) REPRESENT AND WARRANT THAT: (A) YOU, IF A NATURAL PERSON, ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (B) IF END USER IS A CORPORATION, LIMITED LIABILITY COMPANY, GENERAL OR LIMITED PARTNERSHIP, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, (1) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT; (2) YOU HAVE DULY APPROVED, BY ALL NECESSARY CORPORATE OR OTHER ENTITY ACTION, ITS EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT; AND (3) THE PERSON EXECUTING THIS AGREEMENT ON BEHALF OF YOU IS DULY AUTHORIZED TO DO SO AND THEREBY BIND YOU TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LEDS REACT DOES NOT AND SHALL NOT LICENSE THE SOFTWARE TO YOU, AND YOU SHALL NOT USE OR ACCESS THE SOFTWARE OR LEDS REACT SERVICES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT OR ENTITLEMENT, CONCERNING ANY SOFTWARE OR LEDS REACT SERVICES WHICH YOU DID NOT OR DO NOT ACQUIRE LAWFULLY OR WHICH IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE.
LICENSE GRANT. Subject to the terms and conditions of this Agreement, LEDS React hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited right and license (the “License”) to use the LEDS React Services for your personal, non-commercial use for testing, tracking, workout and conditioning (“Approved Athletics Related Use”) only. The rights granted herein are subject to your compliance with this Agreement and are limited to those expressly granted by LEDS React to You in this Agreement. All rights not expressly granted to You in this Agreement are reserved by LEDS React.
LICENSE TERM. The term of your license under this Agreement commences on the date that You accept this Agreement, pay the Fees in Your Purchase Order, and install or otherwise use the Software and/or Services, and ends on the earlier date of (i) your disposal of the Software and/or Services; (ii) the conclusion of the contract period set forth in Your Purchase Order; (iii) LEDS React’s termination of this Agreement; or (iv) a material breach of this Agreement by You.
OWNERSHIP. LEDS React retains all right, title and interest in and to the LEDS React Services, including, but not limited to, the Software and all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and moral rights related to the LEDS React Services, whether registered or not and all applications and derivatives thereof. The LEDS React Services may not be copied, reproduced, distributed, rented, leased, sold, licensed, sublicensed, assigned, published, transferred, or otherwise made available in any manner or medium, in whole or in part, without prior written consent from LEDS React.
The LEDS React Services may include measures to control access to the LEDS React Services, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If You disable or otherwise tamper with the technical protection measures, the LEDS React Services will not function properly. Some of the LEDS React Services require an internet connection to access the LEDS React Services or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the LEDS React Services to operate properly, You will be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service as set forth in the documentation related to LEDS React Services. By using the LEDS React Services, You acknowledge and agree that any fees that are related to your accessing LEDS React Services (such as data transfer fees, internet services fees, etc.) are your responsibility and that you are responsible and liable for all uses of the LEDS React Services, whether such use is permitted by or in violation of this Agreement. You shall be solely and fully responsible for the security of all passwords provided by LEDS React to You and for any and all actions taken using them.
LEDS React shall deliver the Hardware in the quantities and prices and specified in the Purchase Order. LEDS React shall deliver all Hardware to the address specified in the Purchase Order during Your normal business hours or as otherwise instructed by You. Unless otherwise stated, all risk of loss passes to You when LEDS React provides Hardware to the applicable carrier and/or shipper. LEDS React shall pack all goods for shipment according to Your instructions or, if there are no instructions, in a commercially reasonable manner sufficient to ensure that the Hardware are delivered in undamaged condition. LEDS React is responsible for all shipping charges. Unless otherwise provided in You Purchase Order, set-up, installation, or implementation of Hardware are not included as part of the LEDS React Services.
LEDS React acknowledges that, except for the license granted below, it has no right, title or interest in any personally identifiable information pertaining to any individual user of the Hardware or Software, all of which shall be considered “Confidential Information.” You hereby grant to LEDS React a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the foregoing and perform all acts with respect to the foregoing as may be necessary for LEDS React to provide the LEDS React Services to You and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display the foregoing as incorporated within the De-Identified Information (as defined below). All Confidential Information provided or made available to, or existing on LEDS React servers is, at the time it is made available and thereafter shall remain, strictly confidential, and shall not be used except as strictly necessary to provide the LEDS React Services, disclosed or disseminated in any way by LEDS React. Notwithstanding the foregoing, Confidential Information that has been de-identified such that all names, coaching organization names, team associations, coach’s notes, coach’s commentary and critiques, and any other information that would allow a reasonable person to identify any specific individual, entity, organization, institution, or governmental authority are removed (“De-Identified Information”) shall not be deemed “Confidential Information”. Such De-Identified Information may be used by LEDS React solely for sports science research, improvement of the LEDS React Services, and data warehousing.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE LEDS REACT SERVICES AND THIRD-PARTY DATA ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. LEDS REACT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LEDS REACT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR HARDWARE, THAT THE LEDS REACT SERVICES AND THIRD PARTY DATA WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT, THAT OPERATION OF THE LEDS REACT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT YOU MAY NOT EXPERIENCE, FROM TIME-TO-TIME, INTERRUPTIONS OR CESSATIONS OF LEDSREACT SERVICES, AGAINST RECEIPT OF ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE LEDS REACT SERVICES, OR THAT THE LEDS REACT SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM OR OTHER PRODUCT OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE. NO ORAL OR WRITTEN ADVICE PROVIDED BY LEDS REACT OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
LEDS REACT IS NOT LIABLE FOR ANY INJURIES THAT ANY COACHES, ATHLETES, OR OTHER PERSONS MAY SUSTAIN DURING THE COURSE OF A WORKOUT. THE LEDS REACT SERVICES ARE CONTROLLED AND OFFERED BY LEDS REACT FROM OUR FACILITIES IN BELGIUM AND SUCH OTHER LOCATIONS AS LEDS REACT MAY CHOOSE IN ITS SOLE DISCRETION. LEDS REACT MAKES NO REPRESENTATIONS THAT LEDS REACT SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY SPECIFIC LOCATION. IF YOU ACCESS OR USE THE LEDS REACT SERVICES FROM ANY JURISDICTION, YOU DO SO AT YOUR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
LIMITATION OF LIABILITY: IN NO EVENT WILL LEDS REACT BE LIABLE FOR: (a) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, ENHANCED, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES ; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LEDS REACT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE LEDS REACT SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LEDS REACT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT LEDS REACT, LEDS REACT’S LICENSORS OR CHANNEL PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. IN NO EVENT SHALL LEDS REACT, LEDS REACT’S AFFILIATES, LEDS REACT’S LICENSORS’ OR CHANNEL PARTNERS’ AGGREGATE LIABILITY FOR ALL DAMAGES EXCEED THE ACTUAL PRICE PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TERMINATION: This Agreement will terminate automatically if You fail to comply with its terms and conditions. In such event, You must immediately delete all installed instances of the Software and cease and desist from accessing or using any LEDS React Services.
EQUITABLE REMEDIES: You hereby agree that if the terms of this Agreement are not specifically observed, LEDS React will be irreparably damaged, and therefore You agree that LEDS React shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, with respect to your breach of any of the terms of this Agreement, in addition to any other available remedies.
FORCE MAJEURE: In no event shall LEDS React be liable to You, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond LEDS React’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, epidemics, pandemics, public health emergency, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
MISCELLANEOUS: This Agreement represents the complete agreement concerning LEDS React Services between the parties and supersedes all prior agreements and representations between them. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. LEDS React reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement by posting the updated Agreement on LEDS React’s website. You will be deemed to have accepted such changes by continuing to use the LEDS React Services. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
GOVERNING LAW AND DISPUTE RESOLUTION: This Agreement will be governed by the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any dispute arising hereunder shall be exclusively venued in the state and federal courts located in Broward County, Florida (City of Fort Lauderdale) and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS Agreement, YOU MAY CONTACT CONTACT@LEDSREACT.COM.