Terms of Service
When MMR updates the Services or the way the Services work, it may also update the Organization Terms and your Agreement. If that happens, MMR will post an updated version of the Organization Terms and notify Organization via the Organization Admin's e-mail address on file; the update will be effective as of the date that MMR identifies as the effective date in such email.
- An "Account" is an MMR account established by an Organization.
- An "Authorized User" is the Organization and any User that has been granted access to or use of an Account, Services or Package associated with the related Organization by Organization Admin or Team Admin.
- "Installed Software" means those elements of the Services and MMR's platform related to the Services intended for installation on personal computers.
- "Intellectual Property Rights" means any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world.
- An "Organization" is the Person that is an organization that is represented when establishing an Account and enters into an Agreement with MMR. An Organization could be, for example, a school, team, league, club or other public or private organization.
- An Organization must designate at least one individual as the administrator for its Account (an "Organization Admin"). An Organization may designate additional Organization Admins, each of which shall have authority described in this paragraph. The Organization Admin has authority to make changes to the Organization's Account, to provide and revoke access of the Organization's Packages to and from Users and to take any other actions and obtain any other information related to the Organization permitted by the Agreement; provided, however, in no event may any Packages revoked from a Team be reassigned to a different Team. The Organization is responsible for the actions of its Authorized Users and to update the Organization Admins associated with its account.
- A "Person" means any individual (including but not limited to coaches and athletes), corporation, partnership, company, trust, organization, institution, Team, league, school, organization or other entity, including but not limited to the Organization and Organization Admin.
- A "Team" is a single-gender, single-division, sports team associated with an Organization. For example, a high school's varsity football team is one Team, and its junior varsity football team would be another Team.
- Each Team must have at least one individual identified as its Team's administrator (a "Team Admin"). Team Admins have the power to add or remove other Users from the Team.
- A "User" is any Person accessing or using any Services.
- "Video" means any and all Organization video clips and other game or practice film, uploaded by Organization or its Authorized Users to the Services or MMR's platform related to the Services, including, the voices, performances, poses, acts, plays, appearances, pictures, images, likeness, photographs, silhouettes and other reproductions of the physical likeness and sound of the players, coaches, and all others appearing in the Video.
- "Vital Information" means physical characteristics (e.g., height and weight) and contact information concerning any Authorized User, as inputted by Organization or Authorized User into the Services or MMR's platform related to the Services or as otherwise publicly available.
- Invoices. When an Organization first gains access to its Account, MMR provides an invoice to the Organization for the Services and each Package via electronic delivery or via the Account. When an Organization adds new Services, new Packages or new Services within such Packages to its Account, MMR shall issue new or updated invoices (if applicable) to the Organization via electronic delivery or via the Account. Upon renewal, MMR will use commercially reasonable efforts to make an invoice available for the Renewal Term of the Services and Package(s) in the Organization's Account via electronic delivery or via the Account 45 days before the last day of the then-current Services and Package(s).
- Payment. Organization must pay or cause to be paid to MMR the amount identified as due on each invoice ("Fees") on or before the due date on the invoice, or MMR may deactivate or limit the applicable Services or Package(s). All Services and Packages are invoiced in advance and are not refundable or cancelable (unless stated otherwise on the invoice or the written agreement, if applicable). Organization is responsible for all Fees related to the acquisition of rights to access and use the Services and Packages, and the providing of Packages to or use of the Services by its Authorized Users. MMR may change the Fees at any time without notice to Organization, and such Fees shall be effective upon the next renewal.
- Payments. If the Organization or Organization Admin provides MMR with a credit card, Organization hereby authorizes MMR to charge the credit card for the Fees for the applicable Services and Packages. If not restricted by this Agreement, MMR will bill the credit card on file for the applicable Services and Packages renewal unless Organization cancels its Services and Packages for the applicable Renewal Term prior to the commencement of such Renewal Term in accordance with this Agreement or otherwise pays the renewal-related Fees before the due date. Payments may also be made via other methods permitted by MMR.
Subject to these Organization Terms, Organization grants the following license rights to MMR (and its licensees, sublicensees, distributors and subdistributors): (i) Video: the non-exclusive, royalty-free, perpetual right to all Intellectual Property Rights of Organization in the Video, to delete Organization's Video on or after the expiration or termination of the applicable Term from the Services or use Organization's Video for the purpose of (a) enabling Authorized Users to use the Services, (b) if Organization authorizes through the Services or otherwise, the release (which includes the right to sublicense, license, distribute or subdistribute) of the Video, in whole or in part, to third parties, including but not limited to MMR's distributors, independent contractors and agents, to (1) use such released Video to provide the Services' community or shared features to Users and to other third parties, and (2) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use such released Video, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on MMR's websites, third party websites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from Organization, with or without attribution and without any royalty or payment obligations, which rights in this subsection (b) shall survive any termination or expiration of these Organization Terms; (ii) Vital Information: the non-exclusive, royalty-free and perpetual right to all Intellectual Property Rights of Organization and its Authorized Users in the Vital Information to use the Vital Information in connection with the Services and otherwise; (iii) Hosting: Without limiting the above, MMR may sublicense the rights in this Section as necessary to enable any third party hosting of the Services. Video shall be deemed "released" upon allowing any User or third party to view such Video outside of the Video editing platform of the Services (e.g., posting a link to such Video within the communication platform aspects of the Services, emailing a link to such Video, etc.) or otherwise obtaining confirmation from Organization that such Video is released.
- Ownership. Except for the licenses provided in this Section 5, as between MMR and Organization, (i) MMR owns all Intellectual Property Rights in the Services, MMR's marks and business model, Feedback (as defined below), and any other rights not expressly granted to Organization herein and (ii) Organization retains all Intellectual Property Rights in the Video; provided, however, such Organization ownership right shall not prevent MMR from deleting any content, including Video, uploaded to the Services on or after the expiration or termination of the applicable Term. No other licenses are granted.
- Feedback. MMR owns all Intellectual Property Rights in any Feedback and may use such Feedback for any purpose related to the Services without further approval or acknowledgement, and Organization, on behalf of itself and its Authorized Users, hereby assigns to MMR any and all rights in such Feedback throughout the universe in perpetuity. "Feedback" shall mean any comments, information, questions, survey data, data, ideas, enhancement requests, recommendations, descriptions of processes, or other information concerning the Services, whether solicited by MMR or provided by Organization or its Authorized Users without any such solicitation.
Promotion. MMR may publicize and market Organization as a customer. Subject to MMR's confidentiality obligations hereunder, MMR may display on MMR's website and in any and all promotional materials (irrespective of the means of exploitation) a case study or other customer usage scenario referencing or featuring Organization. MMR may prepare and utilize testimonials of a reasonable number of Authorized Users, subject to Organization's prior consent (to the extent Organization is entitled to grant such consent). Organization hereby grants to MMR, and represents to MMR that it may grant, a non-exclusive, non-transferable, royalty-free license for MMR to make use of Organization's name or logo on MMR's website and in any and all promotional materials (irrespective of the means of exploitation). All such use shall inure to the benefit of Organization, and MMR shall have no implied right to any other intellectual property of Organization except as set forth in these Organization Terms. MMR shall use its best efforts to comply with any use guidelines that Organization provides to MMR in writing; provided, that an inadvertent failure to comply shall not be a breach of these Organization Terms.
- Term and Termination. These Organization Terms shall commence upon the applicable commencement date set forth in the Organization's invoice and will continue for the initial period specified in Organization's invoice; if no such initial period is designated, for a period of one year (such applicable period, the "Initial Term"). Following the Initial Term, these Organization Terms will automatically renew for additional one-year renewal terms (each a "Renewal Term" and together with the "Initial Term", the "Term") and payment shall be due for such Renewal Term by Organization, unless otherwise terminated as provided below. Organization may cancel its Packages for one or more Teams at any time prior to the then-current Initial Term or Renewal Term, as applicable; provided, however, Organization shall not receive any reimbursement or refund due to such cancellation. MMR may terminate these Organization Terms if Organization materially breaches these Organization Terms and fails to cure such breach within five (5) business days after written notice thereof. Upon termination, Organization shall have no further rights hereunder and shall promptly remove any Installed Software from all computers.
- Representations and Warranties. Organization represents to MMR as follows: (i) it has the authority to enter into and perform its obligations under these Organization Terms; (ii) it has all secured and will maintain any and all rights, consents and/or releases, including all Intellectual Property Rights, necessary to grant the licenses herein, including from any Authorized Users, independent contractors, governing athletic bodies, conferences or organizations, and parents of Authorized Users that are minors; (iii) the Video, as incorporated into the Services and the MMR platform related to the Services by Organization and MMR (or MMR's exploitation thereof) in accordance with the terms of these Organization Terms, do not violate, infringe upon, or misappropriate the Intellectual Property Rights, or any other right, of any third party; (iv) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Organization's ability to perform under these Organization Terms; (v) it has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of these Organization Terms or the use or enjoyment by MMR of any of the rights herein granted; and (vi) Organization has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to MMR.
MMR represents to Organization that it has the authority to enter into and perform its obligations under these Organization Terms.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, ORGANIZATION'S USE OF THE SERVICES IS AT ORGANIZATION'S OWN RISK AND PROVIDED AS-IS, WITHOUT ANY WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
- MMR Indemnification. MMR shall defend or settle any action brought against Organization to the extent that it is based upon a third party claim that the Services, as provided by MMR to Organization under these Organization Terms and used within the scope of these Organization Terms, infringes any U.S. patent or any copyright or misappropriates any trade secret with regard to any third party (a "Claim"), and will pay any costs, damages and reasonable attorneys' fees attributable to such Claim that are awarded against Organization, provided that Organization (i) promptly notifies MMR in writing of the Claim; (ii) grants MMR sole control of the defense and settlement of the claim; and (iii) provides MMR, at MMR's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. Notwithstanding the foregoing, any and all of MMR's obligations under this Section 10 shall be limited to an amount equal to the Fees paid to MMR under these Organization Terms during the twelve months preceding the date on which the liability arises.
If Organization's use of the Services hereunder is, or in MMR's opinion is likely to be, enjoined due to a Claim, MMR may, at its sole option and expense, (i) use commercially reasonable efforts to procure for Organization the right to continue using the Services under the terms of these Organization Terms; or (ii) use commercially reasonable efforts to replace or modify the Services so that it is non-infringing and substantially equivalent in function to the enjoined aspects of the Services; or (iii) terminate Organization's rights and MMR's obligations hereunder with respect to the enjoined features of the Services and refund to Organization a prorated portion of the Fees paid for such features for the then-current annual term.
Notwithstanding anything herein to the contrary, MMR will have no liability for any infringement or misappropriation claim of any kind to the extent that related to: (i) modifications to the Services made by a party other than MMR; (ii) the combination, operation or use of the Services or any other material licensed to Organization hereunder with equipment, devices, software or data not supplied by MMR; (iii) Organization's failure to use an enhancement, upgrade, or update provided by MMR; (iv) Organization's breach of these Organization Terms; or (v) due to any action or inaction of Organization.
THE INDEMNIFICATION AND REFUND PROVISIONS OF SECTION 10.1, SUBJECT TO THE EXCLUSIONS THEREOF, SET FORTH MMR'S SOLE AND EXCLUSIVE OBLIGATIONS, AND ORGANIZATION'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
- Organization Indemnification. Organization shall indemnify and hold MMR, its affiliates, and their respective directors, officers, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Organization's breach of these Organization Terms, including any representations and warranties set forth above. This Section 10.2 shall survive any termination or expiration of these Organization Terms.
- Limitation of Liability. IN NO EVENT WILL MMR BE LIABLE TO ORGANIZATION UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST VIDEO CONTENT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT, REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MMR'S TOTAL CUMULATIVE LIABILITY TO ORGANIZATION FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO MMR BY ORGANIZATION PURSUANT TO THESE ORGANIZATION TERMS DURING THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY ARISES.
- If for any reason a court of competent jurisdiction finds any provision of these Organization Terms invalid or unenforceable, that provision of these Organization Terms will be enforced to the maximum extent permissible and the other provisions of these Organization Terms will remain in full force and effect. The parties' relationship is that of independent contractors. MMR may assign these Organization Terms or any of its rights or obligations hereunder (in whole or in part) without Organization's consent. Organization may not assign these Organization Terms without the prior written consent of MMR.
- These Organization Terms are governed by the laws of the State of New York, except for its conflict of laws provisions. Venue for all disputes arising under these Organization Terms shall lie exclusively in the District Courts of the State of New York in Nassau County or the Federal District Court of the Eastern District of New York (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts; provided, however, that MMR shall have the right to commence and prosecute any legal or equitable action or proceeding before any other U.S. court of competent jurisdiction to obtain injunctive or other relief.
- Any notices must be given in writing to the other party at the contact information indicated on an order(s) or MMR's website, and shall be deemed given immediately upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail, one (1) day after overnight express courier; or upon confirmed transmission by fax or confirmed email receipt.