MEMBERSHIP AGREEMENT
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By accessing and using https://skillfitsports.app (the “Website”) and/or by accepting services from Skillfit Sports, LLC (“Skillfit Soccer”), the User agrees to be bound by this Membership Agreement and the terms and conditions stated herein (the “Agreement”). PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONSTITUTES A LEGALLY-BINDING CONTRACT BETWEEN USER AND SKILLFIT SPORTS. By using the Services, User indicates that they have read, understood, and agree to this Agreement.
For purposes of this Agreement, the term “Skillfit Soccer” means Skillfit Sports, LLC, a Michigan limited liability company, and the term “User” means, individually and collectively, the “Athlete” and “Parent(s)/Guardian(s)” identified on the registration form submitted with this Agreement.
User may enter into an ordering document (an “Order Form”) or other agreements with Skillfit Soccer, and such agreements, along with Skillfit Soccer’s website Privacy Policy and Terms of Use (each, a “Related Agreement”), are an integral part of this Membership Agreement and are incorporated by reference as if set forth herein.
SKILLFIT SOCCER’S SERVICES
This Agreement applies to User’s purchase of a Skillfit Soccer membership and related products and services. For purposes of this Agreement, the term “Services” means the Basic Services described below and Optional Services, to the extent User remains eligible for such Optional Services. User’s receipt of an Order Form does not obligate Skillfit Soccer to provide services, and Skillfit Soccer reserves the right at any time after receipt of User’s Order Form to accept, decline, or limit Services for any reason. Subject to the provisions of this Agreement, Skillfit Soccer shall provide Services as set forth herein.
Basic Services. Basic Services include the following:
User will have access to the Skillfit Soccer’s Website, including the Recruiting Hub available on the Website.
Skillfit Soccer will provide commercially reasonable recruiting advice in order to help Athlete maximize their collegiate recruiting potential.
Upon confirmation by Skillfit Soccer that the Athlete qualifies to be introduced to collegiate coaches in accordance with, and that Athlete is otherwise in compliance with, National Collegiate Athletic Association (“NCAA”) and National Association of Intercollegiate Athletics (“NAIA”) rules, Skillfit Soccer will host an online recruiting profile for the Athlete on the Website (“Recruiting Profile”), which will include a highlight video, regularly updated statistics and other appropriate information that is submitted by User.
Skillfit Soccer will make the Recruiting Profile available to those colleges and universities who have created a coaches account.
Optional Services. In addition to the Basic Services, Skillfit Soccer may provide additional services as set forth in writing in a Related Agreement (“Optional Services”). Unless provided otherwise in a signed writing, the Athlete shall not be eligible for any Optional Services past the last day of such Athlete’s senior year of high school. User shall be responsible for payment of the additional fees identified on the relevant Order Form for such Optional Services. Fees for Optional Services may be modified by Skillfit Soccer from time to time upon notice to User.
Disclaimer Regarding Services. Without limiting the disclaimers and limitations set forth in Section 7, Skillfit Soccer does not guarantee or promise that a collegiate offer, scholarship, or grant will be received by Athlete, and User shall not hold Skillfit Soccer responsible for any decision, action or other matter made or taken by any college or university with respect to recruiting or any offer, scholarship or grant (or the absence of same), since those decisions, actions and matters rest solely with such colleges and universities. IN FURTHER ACCORDANCE WITH APPLICABLE RULES INCLUDING WITHOUT LIMITATION NCAA AND NAIA REGULATIONS, SKILLFIT SOCCER DOES NOT INTEND ANY OF THE SERVICES TO BE, AND SUCH SERVICES SHALL NOT BE CONSTRUED OR DEEMED TO BE, ANY ATTEMPT OR PROMISE BY OR ON BEHALF OF SKILLFIT SOCCER TO PLACE THE ATHLETE WITH A PARTICULAR COLLEGE OR UNIVERSITY AND/OR A GUARANTEE OF ANY OFFER OR AWARD OF ANY SCHOLARSHIP OR GRANT AND/OR A GUARANTEE THAT A COLLEGE, UNIVERSITY, COACH AND/OR ATHLETIC DEPARTMENT WILL REVIEW THE RECRUITING PROFILE OR ANY OTHER MATERIALS OR INFORMATION RELATING TO THE ATHLETE.
Use and Ownership of the Website, the Recruiting Hub and the Recruiting Profile. Subject to this Agreement and the Related Agreements, Skillfit Soccer grants User a non-exclusive, non-assignable, non-transferable, limited license, without right to sublicense, to access and use the Website, the Recruiting Hub, the Recruiting Profile, and the Services (the “Materials”), solely for User’s personal use, and in accordance with this Agreement. Skillfit Soccer retains all right, title and interest in and to the Materials (including any changes, modifications, or corrections thereto) and any related documentation. User shall not reproduce, duplicate, copy, sell, resell or exploit any portion of the Materials without Skillfit’s express written permission. The Materials are protected by copyright and trademark laws.
USER OBLIGATIONS
User Obligations. User agrees to cooperate with Skillfit Soccer with respect to all aspects of the Services, including, without limitation, the preparation of information for distribution to colleges and universities as part of the Recruiting Profile. Skillfit Soccer has no obligation to continue providing any part of the Services unless User remains in compliance with its obligations under this Agreement. User understands that Skillfit Soccer’s ability to assist the Athlete in the collegiate recruiting process could be jeopardized by User’s failure to meet these obligations, which could negatively reflect on both User and Skillfit Soccer. As such, User understands that Skillfit Soccer may suspend performance under this Agreement or terminate this Agreement in whole or in part in Skillfit Soccer’s sole discretion, without further liability or obligation to User, should Skillfit Soccer determine in its sole discretion that User has failed to comply with these obligations. Without limiting the foregoing, User must comply with the following requirements:
User must keep Athlete’s profile on the Website updated and accurate at all times. At a minimum, prior to, and in order to qualify for, the distribution of the Recruiting Profile to college coaches in the coach portal, User must first (i) complete all applicable preferences on the Website and (ii) upload the following to the Athlete’s Website: Athlete grade point average, a copy of Athlete’s official transcript (test scores if available); photograph of Athlete; 3-5 minute highlight video of Athlete; all applicable contact info for Athlete; Athlete’s personal statement; and Athlete’s primary position.
User must keep in contact with the assigned Skillfit Soccer coach and must promptly respond to correspondence from college and university coaches. User agrees that responding to each contact from a college coach or other representative is a vital element in the process, and that not responding to a contact attempt by a college coach or other representative could substantially harm the Skillfit Soccer’s relationship with that coach or representative. Thus, User must keep in contact with User’s scouting representative and Skillfit Soccer during the recruiting process. Any failure by a User to respond to an inquiry will constitute a material breach of this Agreement by User.
User must comply with all published codes of conduct, including established codes of conduct published by relevant colleges and universities requiring student athletes model appropriate behavior at all times, guidelines published by the NCAA and NAIA, and codes of conduct published, referenced, or communicated by Skillfit Soccer.
User must avoid engaging in behavior that is unbecoming of a athlete or that would reflect negatively on Skillfit Soccer or a college or university, including the following conduct and activity:
Submission of any false or misleading information;
Use of the Website or Services to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or other websites;
Improper collection or tracking the personal information of others;
Inappropriate behavior, including without limitation harassment, abuse, insult, harm defamation, slander, disparagement, intimidation, obscenity, or discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; and
Violation of any international federal, provincial, state, or local rules, laws, regulations, or ordinances, including without limitation criminal charges or convictions.
User Acknowledgements, Representations and Warranties. User represents and warrants the following, and User understands that Skillfit Soccer may suspend performance under this Agreement or terminate this Agreement in whole or in part in Skillfit Soccer’s sole discretion, without further liability or obligation to User, should Skillfit Soccer determine in its sole discretion that User has violated any of the following representations and warranties:
All information provided by User, including information included in the Order Form and inputted into the Website, is true and correct to the best of User’s knowledge;
User has carefully read, fully understands and agrees to be bound by, all of the terms, conditions and legal consequences of this Agreement and each Related Agreement;
User has the legal capacity and authority to enter into this Agreement and each Related Agreement on his and/or her own behalf and on behalf of the Athlete as the Athlete’s parent or legal guardian; and
User owns the entire right, title and interest (or otherwise possesses sufficient license rights) in the copyrights of the videos and photographs of the Athlete that are provided by User to Skillfit Soccer, and that User has the authority to grant Skillfit Soccer the right and license to use such videos and photographs as permitted herein, including without limitation the right for Skillfit Soccer to use such videos and photographs, in any formats and through any channels, worldwide and in any media (including without limitation on Skillfit Soccer’s website or on third party websites, in publications, advertisements and promotional materials, and at scouting/recruiting events).
User has the entire right, title, and interest (or otherwise possesses sufficient license rights) to grant Skillfit Soccer the right to use all information provided by User as set forth herein.
FEES; PAYMENT OBLIGATIONS
User agrees to provide current, complete, and accurate purchase and account information in connection with payment of all fees under this Agreement. User agrees to promptly update User’s account and other information, including email address, mailing address, credit card numbers and expiration dates, so that Skillfit Soccer can complete transactions and contact User as needed.
User shall pay all fees set forth in the Order Form upon acceptance by Skillfit Soccer. Except where expressly stated otherwise under the Section titled “Cancellation and Refund Policies”, all fees owed and owing to Skillfit Soccer are nonrefundable and non-cancelable.
User authorizes Skillfit Soccer to charge applicable fees to User’s designated billing payment method. If Skillfit Soccer is unable to charge User’s billing payment method for an installment, Skillfit Soccer may take any one or more such actions as set forth in the “Default and Remedies” section of this Agreement.
User has the option to pay for Membership by installments using a third party payment provider such as Paypal or Stripe. Third party payment providers are independent of Skillfit Soccer. If User chooses this option, they will be redirected to the website for such third party payment provider to complete payment. Eligibility for use of a third party payment method will be determined by such third party in its sole discretion and Skillfit Soccer shall not be liable in any way with respect to User’s use of a third party payment method. User shall be solely responsible for payments made to such third party payment provider under its terms and conditions.
CANCELLATION AND REFUND POLICIES
User’s Right to Cancel. User may cancel this Agreement before midnight on the third business day after entering into this Agreement by emailing Skillfit Soccer’s finance department at info@skillfitsports.com, with such cancellation becoming effective upon Skillfit Soccer’s written confirmation to User. AFTER SUCH TIME, EXCEPT AS OTHERWISE PROVIDED HEREIN, USER SHALL HAVE NO RIGHT TO CANCEL THIS AGREEMENT AND USER SHALL REMAIN RESPONSIBLE FOR ALL FEES OWED OR OWING TO SKILLFIT SOCCER.
Recruit Protect Guarantee. If the Athlete suffers a “career ending” injury prior to the Athlete’s graduation from high school, User may terminate this Agreement and then Skillfit Soccer will approve a request for a hardship refund, provided that (i) the Athlete’s attending physician provides a signed letter to Skillfit Soccer, within ninety (90) days of the date of injury, but no later than the Athlete’s high school graduation date, expressly specifying that the injury suffered is “career ending”, and (ii) User is in compliance with all of its obligations under this Agreement and each Related Agreement. The amount of the hardship refund shall be prorated on the basis set forth below:
Service Time: Qualified Coverage
0 - 120 Days: 90% Refund of Paid $
121 - 240 Days : 60% Refund of Paid $
241 - 360 Days : 30% Refund of Paid $
361+ Days: 5% Refund of Paid $
Parent Protect Guarantee. If one or both of the Parents/Guardians of the Athlete becomes involuntarily unemployed or files a Chapter 7 bankruptcy petition within one year after the date of this Agreement, then Skillfit Soccer will suspend payments for a period of (3) three months provided that the Parent/Guardian, within ninety (90) days of the qualifying event, supplies Skillfit Soccer with, as applicable: (i) a copy of his or her termination letter from his or her employer, along with the name and phone number of his or her immediate supervisor, and proof of such Parent/Guardian’s current eligibility for unemployment benefits or (ii) a copy of the bankruptcy petition as filed with a court of competent jurisdiction. Determinations as to whether a Parent/Guardian who is an independent contractor or self-employed is involuntarily unemployed shall be made by Skillfit Soccer, in its sole discretion, on a case by case basis.
CONSENTS REGARDING INFORMATION AND CONTACTS
Consent Regarding Personal Information. User understands and acknowledges that Skillfit Soccer will gather personal information regarding User and deliver such information to third parties in connection with this Agreement, the Services and use the information further as described in Skillfit Soccer’s Privacy Policy. Such information may include, but is not limited to, the Athlete’s full name, home address, email address, telephone number, academic and athletic information and any other information that will allow third parties to contact and evaluate the Athlete (collectively, “Personal Information”). User expressly consents to the collection, disclosure and distribution of Personal Information to third parties, including colleges and universities, in connection with the Services and such other uses as described in Skillfit Soccer’s Privacy Policy, which is incorporated by reference as if fully set forth herein.
Consent Regarding Use of Likeness. User hereby consents, licenses and allows Skillfit Soccer to use, reproduce, distribute, prepare derivative works of, publicly display, publicly perform and disclose to third parties the Athlete’s voice, biographical information, appearance, likeness, form, image, videos and photographs of Athlete and/or provided by User (“Likeness”) worldwide and in any media in connection with this Agreement and the Services, and for Skillfit Soccer’s promotional and marketing purposes. User hereby releases and discharges Skillfit Soccer, its assigns and designees (including any agency, user, broadcaster, periodical, website or other publication), from any and all liability for damages for use in any manner or media of the Likeness and waives any and all claims and causes of action for damages for use of the Likeness, including but not limited to unauthorized use of the Athlete’s Likeness, violation of the Athlete’s right of publicity or privacy, and copyright and moral rights infringement or defamation.
Consent Regarding Phone Calls and Emails. User consents to be contacted by Skillfit Soccer and its agents, representatives, affiliates, or anyone calling on Skillfit Soccer’s behalf for any and all purposes arising out of or relating to this Agreement, at any telephone number (including mobile phone), or physical or electronic address User provides or at which User may be reached, and User consents to receive notices via SMS messages (including text messages), calls using prerecorded messages or artificial voice, calls and messages delivered using auto telephone dialing system or an automatic texting system, and emails. User may withdraw consent to receiving marketing messages by any reasonable means, including by emailing Skillfit Soccer at info@skillfitsoccer.com. User also acknowledges and agrees that Skillfit Soccer or its designees may listen to and/or record phone calls with User for quality monitoring purposes.
EVENTS OF DEFAULT AND REMEDIES
Events of Default. Each of the following will be considered an “Event of Default”:
User breaches any term, responsibility or representation contained in this Agreement or any Related Agreement.
User violates any NCAA or NAIA rule in regard to recruitment.
User makes any false or misleading representation in regard to this Agreement, Skillfit Soccer’s website, any Related Agreement or in the course of Skillfit Soccer’s Services provided to User.
User fails or ceases to cooperate with Skillfit Soccer.
Skillfit Soccer Remedies. Upon any Event of Default, Skillfit Soccer shall have the right to exercise any one or more of the following cumulative remedies:
Terminate this Agreement and/or any Related Agreement; provided, however, that any other remedy provided for herein shall survive such termination, and no such termination shall relieve User of its obligations to pay all fees owed or owing to Skillfit Soccer;
Cease providing any service Skillfit Soccer is required to provide under this Agreement and/or any Related Agreement;
Seek specific performance of the covenants or terms of this Agreement and/or any Related Agreement and/or pursue recovery of damages for breach of contract.
Exercise any other lawful remedy or take any other lawful action available to Skillfit Soccer.
All remedies of Skillfit Soccer hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.
User shall be responsible for all costs and fees incurred by Skillfit Soccer (including reasonable attorneys’ fees) in connection with the collection of any amount due under this Agreement
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
ALL SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT, EACH OF WHICH SKILLFIT SOCCER HEREBY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, SKILLFIT SOCCER MAKES NO WARRANTY THAT THE SERVICES WILL MEET USER’S REQUIREMENTS, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY SERVICES WILL MEET USER’S EXPECTATIONS.
USER WAIVES, RELEASES AND HOLDS HARMLESS SKILLFIT SOCCER FROM ANY AND ALL LIABILITY THAT MAY ARISE FROM THE ACCURACY, DISCLOSURE OR DISTRIBUTION OF ANY AND ALL INFORMATION IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL SKILLFIT SOCCER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST OR ANTICIPATED REVENUE, PROFITS OR LOSS OR USE OF DATA OR INFORMATION OF ANY KIND) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, EQUITY, TORT (INCLUDING ANY FORM OF NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND WHETHER OR NOT SKILLFIT SOCCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS SHALL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
WITHOUT LIMITING THE FOREGOING, SKILLFIT SOCCER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ITS SUBJECT MATTER WILL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNT OF FEES SKILLFIT SOCCER HAS ACTUALLY RECEIVED FROM USER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, THEN SKILLFIT SOCCER’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO USER’S PURCHASE OF SERVICES.
RELEASE AND INDEMNIFICATION. In consideration of Athlete being permitted to receive the Services, User agrees that:
User accepts all risks to Athlete’s health, bodily injuries, and property damage that may result from the Services, and hereby releases Skillfit Soccer and its officers, employees, and representatives from and against any and all liability to Athlete, User, and their representatives, estate, and heirs, for any and all claims and causes of action for loss or damage to property or person that may result from or be related to the Services, whether caused by Skillfit Soccer’s negligence or otherwise.
Parent agrees to indemnify and hold harmless Skillfit Soccer from liability for bodily injury, property damage, or death that may result from Athlete’s participation in the Services, including without limitation any claims against Skillfit Soccer by Athlete relating to same.
User understands that they are required to provide their own health insurance, and Skillfit Soccer is not responsible for any medical expenses that may result from any injury or illness sustained while participating in the Services.
Where Athlete is a minor, Athlete’s parent (“Parent”) must execute this Agreement to acknowledge that Parent signs on their own behalf and on behalf of their child.
GENERAL PROVISIONS
Third Party Providers. Certain content, products and services available via the Service may include materials from third parties, and third-party links on the Website may direct User to third-party websites that are not affiliated with Skillfit Soccer. User acknowledges and agrees that Skillfit Soccer provides access to such tools, links and websites “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Any use by User of tools offered through the Website is entirely at User’s own risk and discretion. Skillfit Soccer is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. Skillfit Soccer is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. User should review carefully the third-party's policies and practices and make sure they understand them before User engages in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
Governing Law. All matters relating to the Services, this Agreement and the Related Agreements and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction).
Disputes. Before bringing a claim against Skillfit Soccer, User acknowledges and agrees that User will try to resolve the dispute informally by contacting Skillfit Soccer at info@SkillfitSoccer.com. The parties will try to resolve the dispute informally, but if they cannot resolve the dispute within thirty (30) days after the date of User’s submission of such dispute, User and Skillfit Soccer agree to resolve any claims through final and binding arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Kent County, Michigan, USA. Each party shall bear the burden of its own counsel’s fees incurred in connection with any arbitration proceedings. Notwithstanding anything herein to the contrary, in the event (i) User misuses and/or abuses Skillfit Soccer’s website or Services, (ii) User breaches the confidentiality terms set forth in any Related Agreement and/or (iii) User infringes a Skillfit Soccer’s or a third party’s intellectual property rights, Skillfit Soccer may assert a claim against User and seek injunctive relief from a court of competent jurisdiction. In the event of the foregoing, any such action shall take place exclusively in the courts situated in the City of Grand Rapids, Kent County, Michigan and the parties hereby submit to the venue and jurisdiction of the courts situated therein.
Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, but if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable, then the remaining provisions of this Agreement remain in full force.
Assignment. This Agreement is personal to User and User may not assign any of its rights or delegate any of its performance obligations under this Agreement, without the prior written consent of Skillfit Soccer. Any purported assignment of rights or delegation of performance in violation of this Section is void. With respect to Skillfit Soccer, unless there is evidence to the contrary, if there is an assignment, voluntary or involuntary, by merger, consolidation, dissolution, change of control, operation of law or any other manner, then this Agreement will be binding upon the successors and assigns of Skillfit Soccer and will continue to be binding upon User.
Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the parties to this Agreement.
Waiver. No failure on the part of Skillfit Soccer to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver of same.
Entire Agreement; Amendments. This Agreement and the Related Agreements constitute the final agreement between the parties with respect to the Services. All prior and contemporaneous oral and written communications, negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. Skillfit Soccer may amend each Related Agreement from time to time in accordance with their respective terms.