TERMS & CONDITIONS
Acceptance and Terms of Use ("Terms")
Please read this agreement carefully. It governs your Performalyze, LLC ("Performalyze") CoachLogic Athletic Performance Index Platform ("API") or CoachLogic Performance Analytics Platform subscription, including any software, content, materials, or services that you receive through the subscription. By using or accessing a CoachLogic subscription, you confirm that you agree to this subscription agreement. If you do not agree with the terms you should discontinue all use of the CoachLogic API Application ("Platform") Services.
Description of Services
Performalyze provides an online software platform for use by coaches and athletes to monitor and analyze athletic performance by individual athlete and collective team(s), by compiling and analyzing User- and CoachLogic-provided data. The Platform is owned and operated by Performalyze, LLC The Platform includes all content and media, including, but not limited to, all athlete profiles and associated data, public and private discussions, forums, blogs, discussion and bulletin boards, e-mails, messaging, and chats on the Platform. The Platform, including any updates, enhancements, new features, and/or the addition of any new links, is subject to this Terms of Agreement.
You agree that your use of the application CoachLogic, a Member is subject to the Terms in this Agreement. The term "User" refers to a Member, Guest or Sponsor on the Site. You are only authorized to use the Services if you agree to abide by all applicable laws and to the Terms in this Agreement.
This agreement, and any posted revisions to the Terms in this agreement, shall remain in full force and effect while you use the Platform. You may terminate your Membership at any time, for any reason. After your Membership terminates, either by you or by Performalyze, this Agreement will terminate, provided, however, terms by which their nature shall survive termination and continue until fulfilled.
Performalyze may discontinue, modify or suspend any aspect of the Platform without prior notice of any kind. Performalyze may impose limits on use of the Platform, or suspend or discontinue access to all or part of the Platform without prior notice of any kind. Please check the Terms in this Agreement every time you visit to view any changes.
Subscription Rights
During the Subscription Term, Performalyze grants to User a non-exclusive, revocable, non-transferable subscription to use the Platform, solely for the Users provision of its services, and limited to the number of Subscriptions.
Fees and Payment
There are currently no fees for Beta customers. CoachLogic is currently in Beta Release. Only users selected for Beta Testing by Performalyze, LLC have access to CoachLogic. Beta users agree to provide feedback to Performalyze, LLC via email to info@coachlogic.io. Beta Users agree to not provide public negative comments, ratings or reviews while CoachLogic is in Beta phase. This agreement will be updated with Fee and Payment information when updated.
Term and Termination
Term. This Agreement commences on the Effective Date and continues until all Subscription Users granted in accordance with this Agreement have expired or been terminated.
Termination by User or Performalyze. Either party may terminate this Agreement prior to the end of a Subscription Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such petition or proceeding is not withdrawn or otherwise terminated within thirty (30) days of its initiation.
Right to Terminate. We reserve the right to terminate or restrict your use of our service, without notice, for any or no reason whatsoever.
Effect of Termination; Surviving Provisions.Upon any termination or expiration of this Agreement, User shall immediately cease all use of the API Platform. User's obligation to make a payment of any outstanding, unpaid fees, the defined terms used in the Agreement and shall survive termination or expiration of this Agreement.
Proprietary Rights
CoachLogic Intellectual Property. Performalyze and its suppliers own the Intellectual Property Rights in and to the CoachLogic Platform.This Agreement does not convey or transfer any ownership rights to the CoachLogic Platform, or any Intellectual Property Rights therein, to User. The Performalyze and CoachLogic name, logo, trade names and/or service makers are owned by Performalyze,, LLC and no right is granted to Use to use any of the foregoing except Performalyze expressly permitted herein. Performalyze and its suppliers reserve all rights, title, and interest in and to all copies of the CoachLogic Platform.
Ownership of User Data. User content uploaded to the CoachLogic Platform remains the property of User, however Performalyze reserves the right to retain content, including but not limited to an individual athlete's name, age, scores, API, statistics and email, for purposes of tracking athlete performance in the aggregate across its proprietary database. Performalyze will never share identifiable information on a minor athlete without expressly written permission from User, who will be solely responsible for obtaining any parental permissions.
Use of Submissions. Performalyze shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, modify, or distribute, including by incorporating into any product or service owned by Performalyze, any User submissions, suggestions, enhancement requests, recommendations or other feedback provided by User relating to any product or service owned by Performalyze.
Subscriptions
Who may use the subscription. In this agreement, "User" means the named, designated subscriber who has a valid subscription. Only one person may use or access a single subscription or any subscription benefits. If the subscriber is a User or institution, the User or institution must assign the subscription to one User within the User or institution, and only that User may use or access the subscription or any subscription benefits.
Access to software. The subscription provides User with access to software and associated benefits. Access to the Platform will be available on a non-guaranteed basis 24-hours a day, seven (7) days a week, excluding scheduled maintenance of CoachLogic designated from time to time by Performalyze LLC in its sole discretion. Subscriber is solely responsible for the selection and procurement of any equipment, Internet and telephone lines necessary to access the CoachLogic service. When a User's subscription concludes, User will no longer have access to the software or any associated benefits and must discontinue use of the software.
Support service. User support is provided via Forums and Frequently Asked Questions.
Changes to the subscription benefits. Performalyze reserves the right to change the benefits available under the subscription at any time without any notice to you.
Using the software and other benefits. User's use of the software is subject to the license terms provided with the software, except for any changes to those terms that are provided in this agreement. You may not use the software if you do not have an active subscription. You may not share, transfer, resell, or assign your subscription or the software.
Security
The User who created the CoachLogic account and whose Payment Method is charged is referred to here as the Account Owner. The Account Owner has access and control over the CoachLogic account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone.
By sharing the CoachLogic password, the Account Owner agrees to be responsible for assuring that any other User comply with Terms, and such Account Owner shall be responsible for the actions of those other Users.
Content
By posting, publishing, uploading or displaying content, digital media, athlete data, athlete schedules, athlete profiles, information, web links, comments, images, text, files, photographs, videos, works of authorship, messages, communications or any other materials (collectively, "Content") of any kind using the Services, you grant Performalyze, its affiliates, and agents an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, edit, move, distribute, transmit, display, perform, adapt, and publish any such Content for any purpose through the Services via any media channels now known or later developed, without notice. You represent and warrant that you own the Content posted by you through the Services or otherwise have the proper authorization to grant this license. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you using the Services. You are not permitted to take another User's Content and reproduce it in any manner without the prior written consent of Performalyze.
Third Party Content
The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).
You acknowledge and agree that Performalyze shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Performalyze does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Intellectual Property
User shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the CoachLogic Platform or any modified version or derivative work of the CoachLogic Platform, (b) provide the CoachLogic Platform, or any modified version or derivative work of the CoachLogic Platform on a timesharing or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the CoachLogic Platform, (d) reverse engineer, decompile, or disassemble the API Platform, (e) copy any features, functions or graphics of the CoachLogic Platform for any purpose other than what is expressly authorized in this Agreement, (f) insert any code or product or manipulate the content of the Platform, (g) use any data mining, data gathering or extraction method
Performalyze reserves the right to terminate your membership hereunder if Performalyze, in its sole and absolute discretion, believes that you are in violation of any Intellectual Property terms expressed here.
Confidentiality
The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to exercise its rights under this Agreement and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to such party, or (b) Performalyze such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party's use of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the Disclosing Party's Confidential Information, (c) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (d) that is or becomes publicly available through no breach of this Agreement. The Receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. The terms of this Agreement and the structure, sequence and organization of the API Platform are Confidential Information of Performalyze or its licensors.
Destruction. Within five (5) days after a Disclosing Party's request, or upon any termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information.
Warranty
Performalyze makes no warranties express or implied, including but not limited to the implied warranties of merchantability and fitness for any particular purpose. While Performalyze strives for accuracy and completeness of data and services furnished pursuant to this Agreement, no warranty or representation Performalyze to accuracy or completeness is made or implied.
Subscriber warrants that he is aware of and will comply with all applicable federal, state, local, NCAA, or other laws and regulations with regard to access to or use of any and all information, databases, programs, or other products to which access is provided by or through Performalyze.
Limitation of Liability
User specifically understands and recognizes that the system by which these services are offered to him may experience problems of various kinds resulting in an inability to provide services.
User agrees that Performalyze will not be liable for any claim or demand of any nature or kind whether asserted against Performalyze or against User by any third party, arising out of the services or materials provided for their use; Subscriber agrees to indemnify and hold Performalyze harmless from claims of third parties arising out of the Subscriber's use of the services or materials provided pursuant to this Agreement.
Performalyze shall not be liable for or deemed to be in default for any delays or failure in performance or interruption of service resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including problems with or delays caused by its database or other providers and by acts of God, flood, fire, war, terrorism, or public enemy.
13.4. No action or suit, regardless of form, other than an action for payments due Performalyze, arising out of the transactions pursuant to this Agreement may be brought by either party more than one year after the cause of the action accrues.
General
Publicity. Either party may include the other's name and logo in customer or vendor lists on such party's website and/ or marketing collateral. User also agrees to: (i) serve Performalyze a reference or hosting onsite reference visits; (ii) collaborate on press releases announcing or promoting the relationship; and (iii) collaborate on case studies or other marketing collateral.
Authority. Each party has full power and authority to enter into and perform this Agreement, and the person signing on behalf of each party has been properly authorized and empowered to enter into this Agreement. Each party further acknowledges that he has read this Agreement, understands it, and agrees to be bound by it.
Assignment. This Agreement is not assignable or transferable by User and any attempted assignment or transfer shall be null and void and of no force or effect. CoachLogic may assign this Agreement and/or the payments due to Performalyze without notice to or requirement for User's permission or approval.
Relationship of the Parties. Performalyze and User are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
Choice of Law and Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State as such laws are applied to contracts made and to be performed in Tennessee, and all actions hereunder shall be brought in a court of competent jurisdiction in Tennessee and in no other jurisdiction.
Attorneys Fees. In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the successful party's reasonable attorneys' fees and reasonable costs.
Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to User at the address User provides, or, in the case of Performalyze, when addressed to by email. Notices regarding Performalyze LLC or the CoachLogic Platform in general may be given by electronic mail to User's e-mail address on record with Performalyze and such notice shall be deemed to have been delivered twelve (12) hours after sending.
Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks.
Waiver. The waiver, modification, or failure to insist by Performalyze on any of these terms or conditions, shall not void, waive, or modify any of the other terms or conditions nor be construed Performalyze a waiver or relinquishment of Performalyze's right to performance of any such term or terms.
Severability. If any provision or part of the Agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect.
Priority of Documents. In case of any conflict between the terms of this Agreement and any Exhibit(s) hereto, the terms of this Agreement shall govern.