1. Agreement between you and CLUBWAKA
1.1. By accessing, using, providing or obtaining any content from the CLUBWAKA Websites (1) You warrant that you are at least 18 years of age and possess the legal authority to create a binding legal obligation, (2) You agree to be bound by these Terms without modification, and (3) You agree to use the CLUBWAKA Websites in strict compliance with applicable laws, rules, and regulations, and in a manner that does not reflect negatively on the goodwill or reputation of CLUBWAKA.
1.2. Please read these Terms carefully. If You do not accept these Terms, do not use the CLUBWAKA Websites. CLUBWAKA maintains the CLUBWAKA Websites solely to provide you with information about, and assist you in determining the availability of, the Products and Services so that you may make legitimate purchases of the Products and Services.
1.3. Consistent with Section 12.3 below, CLUBWAKA reserves the right to change these Terms at any time without notice or liability.
1.4. Consistent with Section 6 below, CLUBWAKA reserves the right to terminate or restrict your access to the CLUBWAKA Websites at any time without notice or liability.
2.1. "CLUBWAKA" or "we" means WAKA Group, LLC.
2.2. "CLUBWAKA Websites" or "CLUBWAKA Website" means the www.CLUBWAKA.com and www.kickball.com website, their respective subdomains, and any other website owned, operated and/or controlled by CLUBWAKA, together with the respective Content, Marks, Products and Services available from these sites or subdomains. For the sake of clarity, CLUBWAKA Websites do not include third-party websites linked from CLUBWAKA.com or websites managed by third-party content providers. These Terms apply only to websites and services the content of which is provided and/or controlled by CLUBWAKA, including but not limited to CLUBWAKA.com, and Kickball.com.
2.3. "Content" means the text, documents, information, data, articles, images, photographs, graphics, frame and border, software, applications, video and audio recordings, designs, features, and other materials made available by CLUBWAKA on the CLUBWAKA Websites. "Content" also includes Marks and Products and Services.
2.4. "User Generated Content" means the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials that CLUBWAKA may, in its sole discretion, allow you to post on or through the CLUBWAKA Websites from time to time.
2.5. "Mark" means trademark, trade name, service mark, trade dress, logo, custom graphic, image, or icon owned by CLUBWAKA.
2.6. "Products and Services" means Coed Adult Sports Leagues and Activities, CLUBWAKA Vacations, CLUBWAKA Events, CLUBWAKA branded merchandise, and other products and services that are available through the CLUBWAKA Websites.
2.7. "Purchase" includes register, reserve or purchase.
3. Scope of these Terms and Conditions
3.2. Additional Terms
3.2.1. Additional terms may also apply to certain aspects of your use of the CLUBWAKA Websites or purchase of Products and Services over the CLUBWAKA Websites. Examples of such are included below:
22.214.171.124. Purchase of services or merchandise on the CLUBWAKA Websites is also subject to any terms and conditions as may be advertised or presented at the time of purchase.
126.96.36.199. Purchase of Products and Services through the CLUBWAKA Referral Program service is subject to the CLUBWAKA Referral Program Terms and Conditions.
4. Ownership of CLUBWAKA Information and Intellectual Property
4.1. Ownership Rights
4.1.1. The CLUBWAKA Websites are the sole and exclusive property of CLUBWAKA. CLUBWAKA retains all right, title, and interest in the CLUBWAKA Websites.
4.1.2. The CLUBWAKA Websites are protected by copyright, trademark, patent, trade secrets, unfair competition, intellectual property and other local laws and international treaties. Any unauthorized use, reproduction, or modification of the CLUBWAKA Websites may violate such laws.
4.1.3. For sake of clarity, this Section 4.1 does not apply to User Generated Content as provided for in Section 5 herein.
4.2.1. CLUBWAKA, WAKA Kickball, Kickball.com, WAKA, World Adult Kickball Association, World Kickball Championship, Founders Cup, and other Marks that appear, are displayed, or used on the CLUBWAKA Websites are registered or unregistered trademarks or service marks of CLUBWAKA or Affiliates. These Marks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from CLUBWAKA or the relevant trademark owner
4.2.2. Under no circumstances may CLUBWAKA's Marks (including but not limited to trademarks and trade dress) be used in connection with any product or service that is not offered by CLUBWAKA, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CLUBWAKA.
5. User Generated Content
5.1. From time to time, CLUBWAKA may, in its sole discretion, allow you to post User Generated Content on the CLUBWAKA Websites.
5.2. CLUBWAKA expressly reserves the right, in its sole discretion, to reject, refuse to post, or remove any posting by you, or to deny, restrict, suspend, or terminate your ability to post User Generated Content, for any or no reason, with or without prior notice or explanation, and without liability.
5.3. CLUBWAKA exercises reasonable efforts to monitor User Generated Content posted on the CLUBWAKA Websites. However, CLUBWAKA nonetheless assumes no responsibility for the User Generated Content, no obligation to modify or remove any inappropriate User Generated Content, and no responsibility for the conduct of the User submitting any such User Generated Content.
5.4. You are solely responsible for the User Generated Content that you post on or through any of the CLUBWAKA Websites, and any material or information that you transmit to other Users and for your interactions with other Users.
5.5. CLUBWAKA does not claim any ownership rights in any User Generated Content that you post. You continue to retain any such rights that you may have in the User Generated Content, subject to the limited license herein.
5.6. By posting any User Generated Content on or through the CLUBWAKA Websites, you hereby grant to CLUBWAKA a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Generated Content solely on or through the CLUBWAKA Websites. This limited license does not grant CLUBWAKA the right to sell or otherwise distribute such User Generated Content outside of the CLUBWAKA Websites. After you remove such User Generated Content from the CLUBWAKA Websites, CLUBWAKA will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.
5.7. You represent and warrant that: (1) you own the User Generated Content posted by you on or through the CLUBWAKA Websites or otherwise have the right to grant the license set forth in this Section 5, and (2) the posting of your User Generated Content on or through the CLUBWAKA websites does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any User Generated Content posted by you on or through the CLUBWAKA Websites.
6. Personal License Granted to You by CLUBWAKA
6.1. CLUBWAKA grants you a limited, personal, nonexclusive, nontransferable, revocable license to access and use the CLUBWAKA Websites as expressly permitted in these Terms.
6.2. Except for this limited license and as otherwise set forth in Section 6, CLUBWAKA does not grant you any other rights or license with respect to the CLUBWAKA Websites.
6.3. Consistent with the above, you agree that you will use the CLUBWAKA Websites only to gather information about the Products and Services and/or to make legitimate Purchases for you or for another person for whom you are authorized to act.
7. Limitations on Your Use of the CLUBWAKA Websites
7.1. No Copy or Distribution
7.1.1. You may copy, display, or print one copy of any portion of the Content. However, you shall not modify the Content in any manner whatsoever, and you must include the CLUBWAKA copyright notice in the form: "© CLUBWAKA 2018. All rights reserved."
7.1.2. You may not resize, upload, post, display, distort, add to, republish, distribute, delete or transmit any part of the Content in any form.
7.1.3. You may not modify, translate into any language or computer language, or create derivative works from or reverse engineer any Content or any part of the CLUBWAKA Websites.
7.1.4. You may not sell, offer to sell, transfer, or license any portion of the CLUBWAKA Websites or the Content in any form to any third parties.
7.1.5. You may not access, copy, acquire, or monitor any Content by using any manual process, or any "robot," "spider," "deep-link," "page-scrape," or any other automatic device, program, algorithm or methodology without first obtaining the prior written consent of CLUBWAKA.
7.2. No Commercial Use
7.2.1. Unless CLUBWAKA has granted you permission in advance and in writing, you may use the CLUBWAKA Websites only for personal, non-commercial use.
7.2.2. Unless CLUBWAKA has granted you permission in advance and in writing, you shall not use the CLUBWAKA Websites to engage in any commercial purpose, including but not limited to:
188.8.131.52. Advertising or offering to sell any goods or services;
184.108.40.206. Conducting contests or surveys;
220.127.116.11. Distributing chain letters, or advertising with respect to any Ponzi scheme or pyramid scheme;
18.104.22.168. Advertising or offering to sell any business opportunities, direct sale opportunities, employment or contractor positions, multi-level marketing opportunities, or securities.
7.3. No Use for Illegal or Improper Motives
7.3.1. You shall not use the CLUBWAKA Websites for any of the following purposes:
22.214.171.124. Distributing, disseminating, posting, or publishing any information or material that degrades, embarrasses, harasses, humiliates, intimidates, or threatens any individual or group of individuals on the basis of their age, ancestry, color, ethnicity, marital status, medical condition, mental or physical disability, national origin, race, sex, sexual orientation, union or nonunion affiliation, or any other basis protected by federal, state, or local law or ordinance;
126.96.36.199. Distributing, disseminating, posting, or publishing any indecent, infringing, libelous, obscene, or unlawful information or material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;
188.8.131.52. Distributing, disseminating, posting, publishing, sending, or otherwise disclose confidential information, trade secrets, or any other confidential and/or proprietary data of CLUBWAKA or any other entity or person;
184.108.40.206. Distributing, disseminating, posting, publishing, or otherwise making available any material that infringes any copyright, patent, trademark, or other proprietary rights of CLUBWAKA or any other entity or person; or
220.127.116.11. To abuse, defame, harass, stalk, threaten, or otherwise violate others' legal rights, including but not limited to rights of privacy and publicity or the intellectual property rights or publicity rights of a third party.
7.4. No Other Misuse
7.4.1. You agree that you will not otherwise misuse the CLUBWAKA Websites, including but not limited to any of the following:
18.104.22.168. Taking any action that will or is likely to interfere with, intercept, or impose an unreasonable or disproportionately large load on the infrastructure of the CLUBWAKA Websites;
22.214.171.124. Manipulating the price of a Product or Service;
126.96.36.199. Uploading, downloading, or transmitting files that may damage the operation of another's computer, such as computer viruses (such as Trojan horses, worms, or time bombs), corrupt files, and/or similar software;
188.8.131.52. Disguising, misrepresenting, or omitting the source or origin of any information uploaded to, downloaded from, or transmitted through the CLUBWAKA Websites;
184.108.40.206. Using or accessing the CLUBWAKA Websites in any way that, in CLUBWAKA's sole judgment, adversely affects the performance or function of the CLUBWAKA Websites, or any other computer systems or networks used by CLUBWAKA, or other CLUBWAKA Website users.
8. Your Indemnity Obligation
9. Rights Reserved by CLUBWAKA
9.1. Rights Not Granted are Reserved
9.1.1. Any rights not expressly granted herein are reserved.
9.2. Changes and Updates
9.2.1. Any aspect of the CLUBWAKA Websites may be changed, supplemented, deleted, updated, discontinued, suspended, or modified at any time, and without prior notice to you. However, CLUBWAKA makes no commitment to update the information contained on the CLUBWAKA Websites.
9.2.2. CLUBWAKA may also change or impose fees for certain services, or establish or change general practices services, at any time and without prior notice to you.
9.3.1. CLUBWAKA does not promise availability of the CLUBWAKA Websites, and assumes no liability or responsibility for any delay, interruption, or downtime.
9.4. Accuracy of Content
9.4.1. The Content is intended for informational purposes only. Although CLUBWAKA exercises reasonable efforts to ensure the Content's quality and accuracy, there might be errors, and the information provided may not be complete, current, or applicable to your particular situation.
9.4.2. CLUBWAKA assumes no liability or responsibility for any errors or omissions; you are responsible for evaluating the accuracy, completeness, and usefulness of any Content available through the CLUBWAKA Websites or obtained from a linked website.
9.5. User Generated Content
9.5.1. Despite the prohibitions of Section 7 herein and CLUBWAKA's reasonable efforts to monitor the User Generated Content, User Generated Content may from time to time appear on the CLUBWAKA Websites which, in whole or in part, is unauthorized, impermissible, or otherwise violates these Terms, and CLUBWAKA assumes no responsibility or liability for this material.
9.5.2. Users are solely responsible for the User Generated Content that they post on or through any of the CLUBWAKA Websites.
9.6.1. CLUBWAKA makes reasonable attempts to exclude viruses from the CLUBWAKA Websites. However, CLUBWAKA cannot ensure that the CLUBWAKA Websites will at all times be free from viruses or other destructive software.
9.6.2. CLUBWAKA assumes no liability or responsibility for any damages to computer equipment or other property that may result from use of the CLUBWAKA Websites; you are responsible for taking appropriate safeguards before downloading information from the CLUBWAKA Websites.
9.7. Outbound Links
9.7.1. The CLUBWAKA Websites may from time-to-time provide links to other websites. Such links are provided for your reference only.
9.7.2. When you click on these links, you are leaving the CLUBWAKA Websites and entering a third-party's website. We are not responsible for such third party websites.
9.8. Inbound Links
9.8.1. CLUBWAKA permits you to create links from a third party website to the CLUBWAKA homepage or market pages (www.CLUBWAKA.com), through a plain text link, provided that:
220.127.116.11. You discontinue providing a link to the CLUBWAKA homepage if so requested by CLUBWAKA, and;
18.104.22.168. You do not imply in any fashion that CLUBWAKA is endorsing any of your products or services, or products or services affiliated with you, and;
22.214.171.124. You do not present CLUBWAKA in a false light, or provide misleading or false information about CLUBWAKA, the CLUBWAKA websites, the Content, or the Products and Services, and;
126.96.36.199. You do not remove or obscure the copyright notices, or other notices on the CLUBWAKA websites, and;
188.8.131.52. You do not use any Mark of CLUBWAKA, and;
184.108.40.206. You do not replicate, frame, or mirror the Content.
9.8.3. CLUBWAKA explicitly reserves the right to require you, in the sole discretion of CLUBWAKA, to remove links to the CLUBWAKA homepage or any other CLUBWAKA Website.
10. Disclaimer of Warranty and Limitation of Liability
10.1. Disclaimer of Warranty
10.1.1. The CLUBWAKA Websites are provided "as is" and without warranty of any kind, either express or implied.
10.1.2. CLUBWAKA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF EXPECTATION OF PRIVACY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE, THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
10.2. Limitation of Liability
10.2.1. Subject to applicable law, you use the CLUBWAKA Websites solely at your own risk.
10.2.2. IN NO EVENT SHALL CLUBWAKA OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR OTHERWISE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE CLUBWAKA WEBSITES OR FOR ANY USER GENERATED CONTENT POSTED THEREIN OR FOR ANY CONTENT OBTAINED THROUGH OR OTHERWISE IN CONNECTION WITH THE CLUBWAKA WEBSITES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER CLUBWAKA WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.
10.3. No Liability for Unauthorized Access of Your Information
10.3.2. UNDER NO CIRCUMSTANCES WILL CLUBWAKA OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR OTHERWISE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH A THIRD PARTY'S UNAUTHORIZED ACCESS TO YOUR INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER CLUBWAKA WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT SUCH DAMAGES WERE POSSIBLE.
11. Communications and Confidentiality
11.1. Any communications you send to the CLUBWAKA Website or otherwise to CLUBWAKA via electronic mail are on a non-confidential basis, and CLUBWAKA is under no obligation to refrain from reproducing, publishing, or otherwise using them in any way and for any purpose.
11.2. You acknowledge and agree that CLUBWAKA will be free to use the content of such electronic mail communications, including any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose, to include the development, production, and/or marketing of goods or services, without incurring any obligation to you for such use.
12. General Provisions
12.1. No Offer to Buy or Sell Securities
12.1.1. The information on the CLUBWAKA Websites does not constitute an offer to sell, or the solicitation of an offer to buy any securities, and must not be relied upon in connection with any investment decision.
12.2. Independent Contractors
12.2.1. Your acceptance of these Terms, and your use of the CLUBWAKA Websites, does not create a joint venture, partnership, employment, or agency relationship with CLUBWAKA.
12.3. Modification to These Terms and Conditions
12.3.1. CLUBWAKA may modify, revise, or update these Terms, and/or the documents incorporated by reference, at any time, by updating this posting. Therefore, you should periodically visit this page when you use the CLUBWAKA Websites to review current Terms.
12.4. Governing Law, Choice of Forum, and Procedural Restrictions
12.4.1. You agree that the substantive laws of the State of New York, without regard to its conflicts of laws principles, will govern the interpretation of these Terms, as well as any dispute arising from your access to, dealing with, or use of the CLUBWAKA Websites.
12.4.2. You agree that, should you bring a lawsuit related to your access to, dealings with, or use of the CLUBWAKA Websites, you must do so in the state or federal courts of New York County, New York.
12.4.3. Should CLUBWAKA bring a lawsuit against you related to your access to, dealings with, or use of the CLUBWAKA Websites, you assent to the jurisdiction of the state or federal courts of New York County, New York, and hereby waive all defenses of improper venue, forum non conveniens, and personal jurisdiction.
12.4.4. You understand and agree that you will not bring any class action lawsuit against CLUBWAKA or its Affiliates related to your access to, dealings with, or use of the CLUBWAKA Websites.
12.5. No Assignment of Rights or Duties
12.5.1. You may not assign, delegate, or transfer your rights or obligations under these Terms.
12.6. Entire Agreement
12.6.1. These Terms make up the entire agreement between you and CLUBWAKA relating to your use of the CLUBWAKA Websites, and replaces and prior understandings or agreements, whether oral or written, regarding your use of the CLUBWAKA Websites.
12.7.1. If a court finds any of these Terms to be unenforceable or invalid, that Term will be enforced to the fullest extent permitted by applicable law and the other Terms will remain valid and enforceable.
12.8.1. The section headings herein are provided for solely for convenience and ease of reference; they do not limit or affect these Terms.
12.9.1. All notices, consents, requests, instructions, approvals and other communications to CLUBWAKA provided for herein shall be deemed validly given, made or served if in writing and delivered personally or sent by certified mail, postage prepaid, or by overnight courier, to:
P.O. Box 4668 #46219
New York, NY 10163-4668
12.10. Failure to Act Does Not Constitute Waiver
12.10.1. If CLUBWAKA fails to act with respect to your breach or anyone else's breach on any occasion, this will not constitute a waiver of CLUBWAKA's right to act with respect to future or similar breaches.
13. Intellectual Property Protection
13.1. CLUBWAKA respects the intellectual property rights of others, and requires that users of the CLUBWAKA Websites do the same.
13.2. If you believe your work has been copied and posted on or through the CLUBWAKA Websites in a way that constitutes trademark or copyright infringement, please send CLUBWAKA a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the CLUBWAKA Websites (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) 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; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.
13.3. CLUBWAKA's contact information for notification of claimed infringement is as follows: CLUBWAKA, P.O. Box 4668 #46219, New York, NY 10163-4668