TERMS OF SERVICE
EFFECTIVE DATE: AUGUST 15, 2023
Welcome to the TORBU Terms of Service. TORBU is operated by TORBU LLC. These Terms of Service (“Terms of Service” or “Terms”) govern your use of the web site www.torbu.com, including all related domains and sub-domains and all related services, and TORBU LLC’s mobile app (collectively, the “Platform”). TORBU LLC may change these Terms from time to time. By accessing and using the Platform, including as an End-User (“End-User”) of our customer (“Customer”), you agree to be bound by these Terms, regardless of whether you register as a customer or user. If you do not agree with these Terms, do not use the Platform. If you have questions, please contact email@example.com. These Terms of Service may be updated, changed or revised in our sole discretion at any time or from time to time without notice to you and any such updated, changed or revised Terms supersedes all previous versions. Your continued use of any part of the Platform constitutes acceptance of such updated, changed or revised Terms. You should review these Terms periodically to determine if any changes have been made.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE ANY PART OF THE PLATFORM.
User Account, Password and Security
Each End-User of a Customer will use a unique email address and select a password. You are responsible at all times for protecting your password, and for use of the Platform through your combination of email address and password. By signing up with the Platform, you agree that access to the Platform is being provided to you for your personal use, and not for providing services for any third party.
For End Users registering with the Platform as a Customer, you will enable End-Users to submit to you via the Platform participation, enrollment or registration information. When a Customer registers with TORBU, you will use your unique email address and password. You are responsible for maintaining the confidentiality of the password, and you are fully responsible for all activities that occur under your password or account. By signing up with the Platform, you agree that access to the Platform is being provided to you for your organization’s use, and not for providing services for any third party.
End-Users and Customers agree to (a) immediately notify TORBU of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TORBU cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND AGREE TO RELEASE TORBU LLC AND HOLD TORBU LLC HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TORBU LLC DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TORBU LLC OR LAW ENFORCEMENT AUTHORITIES. WITH RESPECT TO THE FOREGOING WAIVER AND RELEASE, YOU ACKNOWLEDGE AND AGREE THAT YOU WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY,” AND WAIVE THE PROVISIONS OF ANY SIMILAR APPLICABLE LAWS
Users representing Customer registering as new Customers represent that you are at least 18 years old and are fully able and competent to enter into and will comply with these Terms of Service, and that you are not a person barred from using the Platform under the laws of the United States or other applicable jurisdiction. End-Users affirm that you are at least 13 years old. All End-Users agree to: (a) provide accurate and complete information about themselves, as prompted by the Platform’s registration process (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it accurate and complete.
You understand that you are responsible for all information, including Registration Data, schedules, text, photographs, video, audio, messages, comments or the like (“User Information”) that you post on or otherwise provide via the Platform. TORBU has no liability for any User Information that is posted on or transmitted through the Platform. To ensure that your User Information is accurate, you should review and update it periodically.
You agree not to use the Platform in violation of any law or take any actions that would harm or infringe the rights of anyone else. You further agree that you will not use the Platform for any purpose that is immoral or otherwise prohibited by these Terms. While TORBU does not generally pre-screen User Information, it does reserve the right to pre-screen, refuse, or remove any User Information or other content or material that it reasonably believes violates these Terms of Service or is otherwise objectionable, in our sole and absolute discretion.
The Platform is not intended for the collection, storage or maintenance of Social Security Numbers or other sensitive personal information. Customers should not request, and End-Users should not provide Social Security Numbers or other sensitive personal information via the Platform. TORBU disclaims all responsibility for the listing of any Social Security Numbers on the Platform.
TORBU reserves the right to access and disclose your account information and User Information if required to do so by law or in a good faith belief that doing so is reasonably necessary to: (i) comply with legal process or claims of third parties; (ii) enforce the Terms of Service; (iii) respond to your requests for customer service; (iv) satisfy any law, regulation, legal process or governmental request; or (v) protect TORBU, its users or any other individual. You may remove your User Information from the Platform at your discretion, including upon termination of your account.
You agree that you may not submit: (1) any social security numbers or other sensitive personal information; (2) any data for which you do not have all rights, power and authority necessary for its collection, use and processing as contemplated by the Agreement; (3) any protected health information as defined by the health insurance portability and accountability act of 1996, as amended, (“HIPAA”); or (4) any nonpublic personal information as defined by the Gramm Leach Bliley Act (collectively, “Prohibited Data”).
No Unlawful Access
You agree that you will not use Platform in any manner that could in any way disable, overburden, damage, or impair the Platform or otherwise interfere with any other party’s use and enjoyment of the Platform. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Platform.
Personal and Non-Commercial Use Limitation
The Platform is for your personal and non-commercial use, unless otherwise specified in writing. You may not use any portion of the Platform for any other purpose, including any commercial purpose, without the prior express written permission of an authorized representative of TORBU LLC in each instance, which permission will be at TORBU LLC’s sole and absolute discretion. You must not post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engage in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or solicit funds, advertisers, and/or sponsors for any purpose. You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works of, transfer, sell, or otherwise infringe upon any intellectual property rights related to any information, content, software, products or services obtained from or otherwise connected to the Platform, in whole or in part.
Dealings with Third Parties
You are responsible for any registration, enrollment, correspondence, interaction or other dealings with other End-Users or Customers, or other third parties through the Platform. TORBU will not be responsible for any problems or damage that result from these activities.
As you know, the primary purpose of the Platform is to support Customers to manage critical processes of athlete, team, and organizational data. TORBU is not responsible for the activities of any Customer, and their participation on the Platform does not constitute an endorsement of such organization by TORBU. Further, registration with a Customer via the Platform, will subject the End-User to the registration terms required by the Customer. TORBU is not a party to any agreement or arrangement between End-Users and Customers, and we will have no liability with respect to any such arrangement.
Ownership of User Information
You retain full ownership of your User Information. However, by submitting User Information to the Platform, you grant TORBU a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, display, transfer, publish, modify and distribute (i) the User Information to provide the Platform, and (ii) User Information and any information relating to your use of the Platform, in aggregated, de-identified, statistical form only. All the information, content, media, image files, and materials provided on the Platform, other than User Information, (“Content”) are the property of TORBU and our licensors, as applicable. Content is protected by U.S. and international copyright laws and by other applicable laws. The Content may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by us. All rights in the Content not expressly granted herein are reserved to us and our licensors. You understand that TORBU is unable to provide you with permission to copy, display or distribute material for which you do not own the copyright, and TORBU does not provide others with such rights to your User Information.
If you submit any ideas regarding new products or services, these ideas will be the property of TORBU and you will not be entitled to or receive any compensation relating to or arising out of such products or services.
The Platform may be hyperlinked to and by other websites which are not maintained by, or related to, TORBU LLC. Hyperlinks to such sites are provided as a service to End-Users and are not sponsored by, endorsed or otherwise affiliated with the Platform or TORBU LLC. TORBU LLC has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from the Platform to another web page should be accessed at the End-User’s own risk. TORBU LLC makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via the Platform.
Modifications to Platform
TORBU reserves the unilateral right to modify or discontinue, temporarily or permanently, the Platform (or any part of the Platform) at any time and from time to time.
Termination of Account
You agree that TORBU may, without prior notice and without liability to you or others, terminate, limit your access to or suspend your TORBU account and access to the Platform. Cause for such termination, limitation of access or suspension will include, but is not limited to, (a) violations of these Terms of Service or other applicable agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) suspected engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Platform.
Termination of your TORBU account may include: (a) removal of access to all or part of the offerings on the Platform, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the Platform.
You may cancel your TORBU account at any time by submitting a termination request to TORBU. Note that termination does not require TORBU to return or delete your User Information, which may, for example, be stored on backups and archives. Your request to cancel your account does not entitle you to a refund of fees paid to TORBU nor does it alter your obligation to pay any agreed upon fees.
TORBU’s Proprietary Rights
You agree that the Platform and any software or other technology used in connection with the Platform contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further agree that content contained in promotions or other information presented through the Platform by Customers or others is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by TORBU LLC or the applicable third party (such as a Customer), you agree not to modify, transfer, distribute, publicly perform or create derivative works based on the Platform, such content or the software, in whole or in part.
TORBU LLC grants you a personal, non-transferable and non-exclusive license to access and use the Platform for your personal, non-commercial use, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Platform or any underlying software.
You agree that all of TORBU LLC’s trademarks, trade names, service marks and TORBU logos and brand features, and product and service names are trademarks and the property of TORBU LLC. (the “TORBU LLC Marks”). Without TORBU LLC’s prior written permission, you agree not to display or use in any manner the TORBU LLC Marks.
Disclaimer of Warranties, Limitation of Liability
YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY ENGAGEMENTS BETWEEN END-USERS AND CUSTOMERS OR USE OF ANY PRODUCT OR SERVICE OFFERINGS LISTED ON OR PROVIDED VIA THE PLATFORM, IS AT YOUR SOLE RISK. WHILE TORBU WILL USE COMMERCIALLY REASONABLE TECHNOLOGY FOR PROTECTING YOUR REGISTRATION DATA AND USER INFORMATION, TORBU (A) MAKES THE PLATFORM AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND (B) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE PLATFORM OR ITS CONTENTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TORBU MAKES NO WARRANTY (A) THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, (C) THAT THE PLATFORM OR ANY SERVER MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (D) THAT ANY ERRORS OR MALFUNCTIONS IN THE PLATFORM’S SOFTWARE WILL BE CORRECTED. ACCORDINGLY, YOU UNDERSTAND AND AGREE THAT IF YOU RECEIVE ANY SERVICES, CONTENT OR INFORMATION THROUGH USE OF THE PLATFORM, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT, AS BETWEEN YOU AND TORBU, YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT YOU INCUR. IN NO EVENT SHALL TORBU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, OR INABILITY TO USE, THE PLATFORM OR ANY PRODUCT OR SERVICE OFFERINGS LISTED OR PROVIDED THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TORBU IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT TORBU SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU AGREE THAT THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT TORBU WOULD NOT PROVIDE, OR PERMIT YOU TO ACCESS, THE PLATFORM ABSENT SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notice and Procedure for Making Claims of Copyright Infringement Under the Digital Millennium Copyright Act
TORBU LLC respects the intellectual property of others, and we ask our users to do the same. TORBU LLC may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who have infringed others’ intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide TORBU LLC’s Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Platform;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
You agree to indemnify, defend and hold harmless us and our affiliates, and our respective officers, directors, employees, agents, and representatives from and against all losses, expenses, damages, and costs, including reasonable attorney fees, resulting from: (i) any violation by you of these Terms, including any violation of any applicable laws, rules, or regulations and any claim arising out of or relating to your submission of Prohibited Data; (ii) any dispute or issue between you and any third party, including any Customer or other user; or (iii) from our termination of your access to or use of the Platform or the Service. Such termination will not affect either party’s rights or obligations which accrued before the termination.
These Terms of Service constitute the entire agreement between you and TORBU LLC and governs your use of the Platform, superseding any prior version of these Terms of Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other TORBU LLC services, affiliate services, third-party content or third-party software. You and TORBU LLC agree that the Terms of Service and the relationship between us will be governed by the laws of the State of Connecticut without regard to its conflict of law provisions and that all claims, causes of action or disputes (regardless of theory) arising out of or relating to the Terms of Service, or the relationship between you and TORBU LLC, will be brought exclusively in the state and federal courts of the State of Connecticut. You agree to waive all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts in any such dispute. These Terms of Service will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The failure of TORBU LLC to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TORBU without restriction.