Terms & Conditions
This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Grant of Rights
a. Software. Subject to the terms and conditions set forth herein, we hereby grant you a limited, world-wide, non-exclusive, fee based, non transferable (except as set forth under Section 11.6) right and license, under our Intellectual Property Rights, to (i) use, in the form in which such Software is delivered by the Boston Braves only,, and (ii) utilize such Software only for the purpose of receiving donations.
b. Limited Rights of Licensee. Your obtainment and/or use of the Software does not grant You any rights of ownership in the Software, as all rights granted are merely those of a licensee under the terms of this Agreement, with those rights granted only for such time as (i) You conform to the terms and conditions of this Agreement, and (ii) until the termination of this Agreement.
c. No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor Your exercise of rights granted convey any other rights or license to the Software, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of Boston Braves’ Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Software, Confidential Information, Documentation and Marks (as defined below), including without limitation, all worldwide right, title and interest in and to (i) all patents and all filed, pending applications for patents, including any reissue, reexamination, divisional, continuation or continuation- in-part patent applications now or hereafter filed (“Patent Rights”); (ii) all trade secrets, and all trade secret rights and equivalent rights arising; (iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names (“Marks”), in each case of (i) through (iv) as the same may arise or exist under common law, state law, federal law and laws of foreign countries (collectively “Intellectual Property Rights”).
a. Limited Warranty. Boston Braves agrees to provide Software which operates for the purpose of permitting you to accept donations through your website. Boston Braves shall have no obligation to provide warranty services if a defect is caused by a malfunction of non- Boston Braves hardware or software, or the failure to install and use any mandatory bug fixes or other software code provided free of charge by Boston Braves, provided the relevant defect is caused by or is not remedied by failure to install the same, by modification of the Software not made by Boston Braves, or by operator error or by misuse of Software.
b. Disclaimer. EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING BETWEEN THE PARTIES, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIMITED WARRANTY GRANTED ABOVE IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, AND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, ACCURACY AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY TO YOU AND NOT TO ANY DONOR OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION OR MODIFICATION OF THIS WARRANTY SHALL BE BINDING AGAINST Boston Braves UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN EXECUTIVE OFFICER OF Boston Braves.
c. Licensee Warranty Limitations. You agree to indemnify, defend and hold harmless Boston Braves, it’s officers, agents, employees, and affiliates from any claim or liability arising out of or relating to any grant by you of any representation or warranty.
Terms and Termination
a. Terms. This Agreement shall continue in force during your use the Software provided by Boston Braves as defined in this agreement. Either party may terminate this Agreement at any time. If you would like to terminate this Agreement, you must send a request to Boston Braves to close your account. Boston Braves may terminate this Agreement by closing your account, which will prevent the processing of future donations. Boston Braves may, at their sole discretion, suspend and/or place an account under review for possible violation of terms, related to the list described in Section V.a.
Without limiting the foregoing, you agree to not use the Services to establish or contribute to any Campaign with the implicit or express purpose relating to any of the following:
1. Any activity that violates any law or governmental regulation;
2. Campaigns that are fraudulent, misleading, inaccurate, dishonest, impossible or imitating any other person or fundraising campaign without permission (whether on the Platform or not);
3. The promotion of hate, violence, harassment, discrimination, terrorism, or intolerance of any kind, including by race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, or serious disabilities or diseases;
4. Illegal drugs, narcotics, steroids, controlled substances or other products that present a risk to consumer safety or any related paraphernalia;
5. Ransom, human trafficking or exploitation;
6. Knives, explosives, ammunition, firearms, or other weaponry or accessories;
7. Gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery) or sweepstakes;
8. Offensive, graphic, perverse or sensitive content, including pornography or other sexual content;
9. Annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies;
10. Offering monetary rewards, including gift cards, without declaring fair market value (FMV) of goods exchanged;
11. Transactions for the sale of items before the seller has control or possession of the item;
12. Collection of payments on behalf of merchants by payment processors or otherwise;
13. Credit repair or debt settlement services.
b. Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution by or against either Party of bankruptcy proceedings, which proceedings are not dismissed within ninety (90) days of their commencement, or (ii) upon either Party’s making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution.
Intellectual Property Notices and Confidentiality
a. Intellectual Property Notices. You agree not to remove and to retain all proprietary Marks, legends and IP notices that appear on or display in connection with the Software, documentation, and Confidential Information delivered to you by Boston Braves, and all whole or partial copies thereof.
b. Confidentiality. For purposes of this Agreement, a Party’s Confidential Information shall mean (i) all information considered by one Party to be confidential and which is clearly marked as “confidential” prior to disclosure to the other Party, or if disclosed orally or visually disclosed, shall be identified as the confidential information of the disclosing Party at the time of disclosure and then summarized in writing and provided to the recipient within thirty (30) days of such oral or visual disclosure; (ii) all information concerning or related to the Software, including but not limited to the logic, designs, source code, product specifications, inventions, research, improvement, manufacture and sale of the Software (including sales, costs, profits, pricing methods, organizations, business and product plans), and (iii) any other information which a reasonable business person would consider to be confidential information of the other Party. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the receiving Party; (ii) is disclosed by one Party with the prior written approval of the other Party, (iii) is received by the receiving Party from a third party without a confidentiality obligation or duty of nondisclosure; or (iv) is disclosed pursuant to any judicial or governmental order, provided that to the extent consistent with such order the disclosing Party gives the other Party sufficient prior notice to contest such order.
c. Non-Use and Non-Disclosure. The Parties to this Agreement agree to observe complete confidentiality with respect to the Confidential Information, and to make all reasonable efforts not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without the prior written permission of the other Party (except such disclosure or access which is required to perform any obligations under this Agreement and to ensure that any employees, or any third parties who obtain access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Without limiting the foregoing, the Parties agree to employ, with regard to the Confidential Information, procedures no less restrictive than the strictest procedures used by it to protect its own confidential and proprietary information.
d. Source Code. You agree not to attempt, directly or indirectly, to decompile, disassemble, reverse engineer or use any other similar process with respect to the code, logic or information embodied by the Software.
Trademarks and Trade Names
a. Use. During the Term, you shall have the right to use Boston Braves’ Marks to advertise and identify that your website donation program is administered with the Software. You shall use such Marks in accordance with Boston Braves’ usage in the Software, and shall not modify or delete such Marks as set forth in the Software or in its user interface without the prior written consent of Boston Braves, in its sole discretion.
b. Ownership. Except for the limited rights provided for in this Section 7, nothing contained in this Agreement shall grant you any right, title or interest in Boston Braves’ Marks. At no time during the Term shall you challenge or assist others in challenging Boston Braves’ rights in and to its Marks, or the registration thereof, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to such Marks. All uses of Boston Braves’ Marks will inure solely to Boston Braves, and you hereby irrevocably assign to Boston Braves all such right, title and interest, if any, in any such Marks and agree to provide Boston Braves reasonable assistance in its registration of the Marks in those jurisdictions in which your activities will be carried out.
Patents and Copyright Indemnity
a. Limitation of Liability. Boston Braves SHALL HAVE NO LIABILITY FOR ANY CLAIM BASED UPON: (I) THE COMBINATION, OPERATION OR USE OF THE SOFTWARE WITH EQUIPMENT, DEVICES OR SOFTWARE NOT SUPPLIED, APPROVED, OR SPECIFIED BY Boston Braves, WHERE SUCH CLAIM ARISES SOLELY AS A RESULT OF SUCH COMBINATION; (II) ANY ALTERATION OR MODIFICATION OF ANY PRODUCT NOT PERFORMED BY Boston Braves, (III) THE FAILURE TO INSTALL MANDATORY SOFTWARE UPDATES AND/OR FIXES OR OTHER SOFTWARE CODE PROVIDED FREE OF CHARGE TO YOU AND/OR YOUR DONORS, PROVIDED SUCH CLAIM WOULD NOT HAVE ARISEN BUT FOR SUCH FAILURE TO INSTALL THE SAME, (IV) MISUSE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, USE NOT IN ACCORDANCE WITH THE INTENDED PURPOSE OF THE SOFTWARE.
b. Entire Liability. THIS SECTION 8 STATES THE ENTIRE LIABILITY OF Boston Braves, AS WELL AS YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND Boston Braves SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT OR MISAPPROPRIATION.
c. Notification of Unauthorized Use. You agree to promptly notify Boston Braves in writing upon your discovery of any unauthorized use or infringement of the Software, or Boston Braves’ Intellectual Property Rights with respect thereto. Boston Braves shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that Boston Braves brings such an action or proceeding, you shall cooperate and provide full information and assistance to Boston Braves (at Boston Braves’ expense) and its counsel in connection with any such action or proceeding.
Indemnification by Licensee
a. Subject to Boston Braves’ indemnification obligation pursuant to Section8, you shall defend, or at your sole option, settle, at your sole expense, any demand, claim or action brought against Boston Braves to the extent that such demand, claim or action is based on an allegation by a third party based on your actions or omissions with respect to this Agreement or your use of the Software, and you will indemnify Boston Braves from any costs, damages and fees (including attorney’s fees) incurred by, settled for, or awarded against Boston Braves from such claim. You shall be relieved of the foregoing indemnification obligations to the extent Boston Braves fails to (i) notify you promptly in writing of any Claim, (ii) permit you to defend against, compromise or settle such Claim or (iii) provide all available information and assistance (at your expense) reasonably necessary for you to defend against, compromise, or settle such claim. You shall not be liable for any costs, damages or fees incurred by Boston Braves on such action or claim unless you have authorized this in writing in advance. You will not agree to a settlement that would adversely affect Boston Braves’ interests without Boston Braves’ express written consent.
Limitation of Liability
a. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, ITS AFFILIATES, AGENTS, REPRESENTATIVES, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY (EXCEPT PURSUANT TO SECTIONS 8 AND 9) UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING ANY AMOUNTS FOR LOSS OF PROFITS, SUBSTITUTE GOODS, LOSS OF DATA OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR TERMINATION HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY PROVIDED HEREUNDER. THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS FOR WHICH EITHER PARTY IS LIABLE TO THE OTHER PARTY UNDER SECTION 4 SECTION 6,, OR SECTIONS 8 OR 9 (INDEMNIFICATION), OR BASED ON YOU EXCEEDING THE SCOPE OF THE LICENSES GRANTED HEREUNDER.
b. Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT WILL THE AGGREGATE LIABILITY OF Boston Braves, ITS SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO Boston Braves. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.