Terms of Service

Welcome to the Ballfrog.com, LLC, platform supported service hosted by Ballfrog.com, LLC (hereafter, “Ballfrog,” “we”, “us” and “our”). Please review the following Terms of Service (the “Terms”) which govern your (hereinafter “you”, “Customer” or “End User”) access to and use of the services offered by Ballfrog, including the Ballfrog and school-branded mobile applications, the companion websites we host for schools, our school administrative portal, our website at Ballfrog.com, the SMS, email, and push notifications we send in connection with them, and our sponsorship services, together with any additional services listed in a Terms Letter between Customer and Ballfrog (collectively referred to as the “Services”), and any scores, information, text, graphics, photos, videos or other materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, BALLFROG IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE SERVICES, AND YOU MUST IMMEDIATELY STOP USING THE SERVICES. THESE TERMS ARE SUBJECT TO PERIODIC AMENDMENT BY BALLFROG. Ballfrog reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Services and/or the information contained therein. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.

1. Basic Terms

You are responsible for your use of the Services, for any Content you or any of your authorized users or administrators post to the Services, and for any consequences thereof. Content you or a School submit for publication will be viewable by other users of the Services and, where a School publishes it to its companion website, by the public. Private communications such as chat messages are visible only as described in our Privacy Policy. You should only provide Content that you are comfortable sharing with others under these Terms.

The Services may display sponsor content selected by a School. Sponsor content is not targeted based on your personal information. Ballfrog is not the sponsor, source, manufacturer, distributor, supplier or provider of any goods or services offered by third parties shown or referenced in sponsor content, makes no representations or warranties about them, and has no control over their quality or availability.

Additionally, unless otherwise stated in a Terms Letter, to the extent you have an obligation to pay Ballfrog for Services, you will be responsible for payment for all Services within 30 days of receipt of the invoice. Customer is responsible for maintaining complete and accurate billing and contact information. Any amount not received by Ballfrog when due shall be subject to a late fee of 1% per month. All payments are non-refundable. Customer shall pay all taxes, duties or charges of any kind (including withholding or value added taxes) imposed by any federal, state, or local governmental entity for the Services or any other service provided in connection with this Agreement. If Ballfrog has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced and paid by Customer. If Customer’s account is overdue, in addition to any of its other rights or remedies, Ballfrog may suspend the Services provided to Customer and its authorized users, without liability to Customer, until such amounts are paid in full.

2. Privacy

Any information that you provide to Ballfrog is subject to our Privacy Policy which governs our collection and use of your information and as may be amended by Ballfrog from time to time. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States, and to the locations where our service providers operate, for storage, processing and use as described in the Privacy Policy. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Ballfrog account, which you may not be able to opt-out from receiving.

3. Access Codes and Account Security

You are responsible for safeguarding the one-time sign-in codes and signed-in sessions you use to access the Services, for keeping control of the mobile phone number associated with your account, and for any activities or actions under your account. Ballfrog cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

4. Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Ballfrog be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

5. Your Rights

You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). However, this license does not authorize Ballfrog to use confidential student information, education records, school-controlled student data, or private communications for advertising, marketing, independent commercial purposes, or public distribution.

You agree that this license allows Ballfrog to host, display, format, transmit, and distribute Content within the Services, including on a School’s app and companion website, to use Content to provide, promote, and improve the Services, and to facilitate sharing of Content that you or a School specifically direct, such as sharing a post or schedule outside the app. This license does not extend to private communications or School Data except as necessary to provide the Services.

Such uses by Ballfrog will be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.

We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and any administrators you assign. You understand that Content you or a School publish may be displayed on the School’s app and companion website, and if you do not have the right to submit Content for such use, it may subject you to liability. Ballfrog will not be responsible or liable for any use of your Content by Ballfrog in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit. Customer is strictly responsible for obtaining all permissions to use player profiles; organization, school or team logos, news Items (created or linked) and any images or content contained therein.

6. School and Student Data

When Services are provided to or used on behalf of a school, school district, or other educational institution (“School”), certain information submitted to or generated through the Services may relate to students or be provided or controlled by the School (“School Data”). School Data may include student names, contact information, team or activity information, communications, and other information associated with a student’s use of the Services.

The School retains all rights and control over School Data provided by or on behalf of the School. Ballfrog does not acquire ownership of School Data. Ballfrog may access, use, process, store, and disclose School Data only as necessary to provide, maintain, secure, and support the Services provided to the School; to improve the Services using only de-identified and aggregated information; to comply with the School’s lawful instructions; or as otherwise required by law. Upon termination of the Services or the School’s written request, Ballfrog will delete or return School Data within a commercially reasonable period, except where retention is required by law.

7. Your License To Use the Services

Ballfrog gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Ballfrog as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Ballfrog, in the manner permitted by these Terms.

8. Ballfrog Rights

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Ballfrog and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Ballfrog name or any of the Ballfrog trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Ballfrog, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. Without limiting the above, Ballfrog may sublicense the rights in this Section 8 during the term as necessary to third parties.

9. Restrictions on Content and Use of the Services

The Services (including those offered by the Ballfrog mobile app) offer users the ability to submit Content (as defined above) for display and publication to users of the Services. By submitting Content via the Services, you represent and warrant that you:

• are at least thirteen (13) years of age;
• are the author and owner of the intellectual property rights thereto or that you have obtained the necessary waiver of any moral rights owned by any third party in any intellectual property;
• are not posting any Content that includes threats to incite violence or that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable to a reasonable person;
• will fully comply with the Terms of Use, any other posted user conduct policies and all international, federal, state or local laws and regulation of the jurisdiction you reside in;
• will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Ballfrog, expressing or implying any endorsement by Ballfrog of your posted content or otherwise attempt to mislead others as to the source of the posted content;
• will not use the Services in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
• will not re-sell or assign your rights or obligations under the Terms; and
• will not send unsolicited email advertisements to any other users of the Services via any contact made through the Services.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services, and to suspend or terminate users without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Ballfrog, its users and the public.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Ballfrog’s computer systems, or the technical delivery systems of Ballfrog’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Ballfrog (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Ballfrog (NOTE: crawling the Services is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of Ballfrog is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.

10. Minimum Age

In order to use Ballfrog you must be 13 years of age or older. No one under 13 may create an account or use the Services, including through a School-provided account, and Schools may not provision accounts for students under 13. You must not access Ballfrog or accept these Terms if you are a person who is either barred or otherwise legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.

11. Copyright Policy

Ballfrog respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Ballfrog will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:

Ballfrog.com, LLC
Attn: Copyrights
1814 Nolensville Pike.
Nashville, TN 37210
Email: info@ballfrog.com

12. Termination

The Terms will continue to apply until terminated by either you or Ballfrog as follows.

You may end your legal agreement with Ballfrog at any time for any reason by deactivating your account(s) and discontinuing your use of the Services. You do not need to specifically inform Ballfrog when you stop using the Services.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 6, 8, 9, 11, 12, and 13.

Nothing in this section shall affect Ballfrog’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.

13. Disclaimers/Limitations of Liability/Indemnification

Please read this section carefully since it limits the liability of Ballfrog and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Ballfrog Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A. The Services are Available “AS-IS”

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE BALLFROG ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Ballfrog Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Ballfrog Entities or through the Services, will create any warranty not expressly made herein.

B. Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that the Ballfrog Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Ballfrog Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

C. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BALLFROG ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE BALLFROG ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID BALLFROG, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE BALLFROG ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

D. Indemnification

You agree to indemnify, hold harmless and defend, at your expense, against any and all third party claims, actions, proceedings, and suits brought against Ballfrog or any of its subsidiaries, officers, directors, employees, agents, affiliates, or partners, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorney’s fees) incurred by Ballfrog or any of its officers, directors, employees, agents, affiliates, or partners arising out of or relating to (i) your breach of any of these Terms, (ii) your use of the Services, (iii) your posting of any Content via the Services, or (iv) your unauthorized use of the Services.

14. General Terms

A. Waiver and Severability

The failure of Ballfrog to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

B. Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of Tennessee without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Davidson County, Tennessee, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

C. Entire Agreement

These Terms of Service, together with any applicable Terms Letter, and our Privacy Policy are the entire and exclusive agreement between Ballfrog and you regarding the Services (excluding any services for which you have a separate agreement with Ballfrog that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Ballfrog and you regarding the Services. Other than members of the group of companies of which Ballfrog.com, LLC, is the parent, no other person or company will be third party beneficiaries to the Terms.

D. Assignment

Customer shall not assign its rights or delegate its obligations under this Agreement without Ballfrog’s prior written consent. Ballfrog may freely assign its rights under this Agreement.