Terms of Service
This USER AGREEMENT (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and OSN Technologies Corp. (“OSN,” “One Sports Nation,” “we,” “us,” and “our”) respects governing your use of the OSN platform and services offered on the App (together, the “Services”). By using the App or the Services, and by clicking accept when prompted on the App, you agree to be bound by all agreements which constitute OSN’s Terms of Service, including this Agreement.
1. DEFINITIONS
Capitalized terms used in this Agreement or other portions of the Terms of Service and not otherwise defined have the meanings set forth below.
“App Visitors” means unregistered users of the App.
“Including” means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, in each case, under the laws of any state, country, territory or other jurisdiction.
“Substantial Change” means a change to the Terms of Service that materially reduces your rights or increases your responsibilities.“
“Terms of Service” means this Agreement, OSN’s Privacy Policy and the other terms of service described in the App.
“User Content” means any comments, remarks, data, Feedback, content, text, photographs, images, video, music, or other content or information that you or any App Visitor or User post to any part of the App or provide to OSN, including such content or information that is posted as a result of questions.
2. ACCOUNTS
2.1 REGISTRATION
Each person who uses our Services must register for their own account with us with a username and password (“Account”) to access and use certain portions of our Services. You are responsible for safeguarding your username and password and for any use of our Services with your username and password, and you agree not to share your username or password with anyone. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. Your Account registration is subject to approval by us. We reserve the right to decline a registration for any lawful reason whatsoever.
2.2 ELIGIBILITY
By registering for an Account and by otherwise using our Services, you represent that you: (a) will use our Services for their intended purposes only; (b) are an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
2.3 USER PROFILE
To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and the public. You agree to provide accurate, non-misleading and complete information on your Profile and on all registration and other forms you access while using our Services, and you agree to correct and update as needed any information that is or becomes inaccurate, misleading or incomplete. We reserve the right to suspend or close the Account of anyone who provides inaccurate, misleading or incomplete information in creating or maintaining a Profile or an Account.
2.4 ACCOUNT TYPES
Once you register for an Account, to the extent other types of Account become available on the App, you can add additional account types without re-registering, but you agree to register for only one Account that requires one unique user name and password. This Account will be home to all your account types. If you create an Account as an employee or agent on behalf of a company, you further represent and warrant that you are authorized to enter into binding contracts, including this Agreement and the Terms of Service.
2.5 ACCOUNT PERMISSIONS
You are responsible for all activity on your Account. You may not provide other Users permissions to act on your Account and you agree not to request or allow another person to create an Account for you, your use, or your benefit. If any User violates the Terms of Service, it may affect your ability to use our Services and your Account may be suspended or closed.
2.6 VERIFICATION OF FACTS ABOUT YOU
You authorize OSN, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and email address, subject to applicable law, and during such verification some Account features may be temporarily limited but will be restored when verification is completed successfully. When requested, you must timely provide us with complete information, which may include providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity.
4. TYPES OF SERVICES AGREEMENTS
4.3 TERMS APPLICABLE TO ALL SERVICE AGREEMENTS
OSN (a) does not supervise, direct, control, or monitor the performance of services under any Service Agreement, (b) is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; and (c) does not make any representations or warranties regarding the performance of services under any Service Agreements.
7. COVENANTS
7.1 CONFIDENTIAL INFORMATION
In using the App, you may encounter confidential or proprietary content or information. For the purposes of this Agreement, the term “Confidential Information” means all non-public information concerning OSN, its Services, the App and OSN’s affiliates, including current and prospective clients, opportunities for placement identified through the App, compensation, rates and other pricing information, and any other information which is not publicly available, communicated by any means whatsoever, including, without limitation, oral, visual, written and electronic transmission.
You acknowledge that the Confidential Information is the sole and exclusive property of OSN. Accordingly, you shall not, while a registered User of the App or after termination of your Account, disclose, use, reveal, report, publish or transfer all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information (a) becomes generally known to and available for use by the public other than as a result of your acts or omissions to act, or (b) is required to be disclosed pursuant to any applicable law or court order (in which case, you shall provide OSN with prior notice). In the event of the termination of your Account, whether voluntary or otherwise, you agree to deliver to OSN all documents and data pertaining to the Confidential Information and shall not take any documents or data of any kind or any reproductions (in whole or in part) of any items relating to the Confidential Information.
8. RECORDS OF COMPLIANCE
You are solely responsible for creation, storage, and backup of your records. You agree that OSN has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.
9. WARRANTY DISCLAIMER
OSN and its affiliates make no representation or warranty about the Services, including that the Services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, OSN and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
10. LIMITATION OF LIABILITY
OSN is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement or other portions of the Terms of Service, including, but not limited to: (a) your use of or your inability to use our App or Services; (b) delays or disruptions in our App or Services; (c) viruses or other malicious software obtained by accessing, or linking to, our App or Services; (d) glitches, bugs, errors, or inaccuracies of any kind in our App or Services; (e) damage to your hardware device from the use of the Site or Services; (f) the content, actions, or inactions of third parties’ use of the App or Services; (g) a suspension or other action taken with respect to your Account; (h) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and User Content found on, used on, or made available through the App; and (i) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
In no event shall OSN, our affiliates, our licensors, or our third-party service providers be liable to any User for any special, indirect, consequential, exemplary or punitive damages, including loss of profits or goodwill, in any forum for any claim or loss arising out of or related to this Agreement or the other Terms of Service, even if such party is advised in advance of the possibility of such damages. Except as prohibited by applicable law, the liability of OSN, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed $2,500. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or other portions of the Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise.
11. RELEASE
You hereby release OSN, our affiliates, and ours and their respective employees, agents, members, managers, owners, officers, directors and independent contractors from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the services under any Service Agreements and requests for refunds based upon such disputes.
12. INDEMNIFICATION
You agree to indemnify and hold OSN, our affiliates, and ours and their respective employees, agents, members, managers, owners, officers, directors and independent contractors, harmless of and from all debts, taxes, penalties, liabilities, damages, judgment, losses, bodily injury, property damages, claims, demands and causes of action (including reasonable attorney’s fees, expert fees and costs), whether brought by you, another User, or a third party, which arise(s) out of: (a) your or your agents’ use of the Services; (b) any services or Work Product or User Content related to your use of the Services; (c) any Service Agreement entered into by you or your agents, including the classification of any person or entity as an independent contractor or employee and any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
13. AGREEMENT TERM AND TERMINATION
13.1 VOLUNTARY TERMINATION
Unless both you and OSN expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement.
13.2 TERMINATION FOR BREACH
Without limiting our other rights or remedies, we may revoke or limit access to the App and the Services, deny your registration, or close your Account if: (a) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (b) we have reasonable reason to believe that you have provided false or misleading information to us; (c) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the App; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is suspended or closed, you may not use the App under the same Account or a different Account or re-register for a new Account without our prior written consent.
You acknowledge and agree that, if we suspend or close your Account, we have the right (but not the obligation) where allowed by law to: (y) notify other Users and Clients on an as needed basis of your closed account status, and (z) provide those Users and Clients with a summary of the reasons for your Account closure. You agree that OSN will have no liability arising from or relating to any notice that it may or may not provide to any User or Client regarding closed account status or the reason(s) for the closure.
13.3 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the App and any content stored in your Account may be deleted, for which we expressly disclaim liability. OSN may retain some or all of your Account information as permitted or required by law.
13.4 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.
14. DISPUTES BETWEEN YOU AND OSN
14.1 ARBITRATION OBLIGATIONS AND SCOPE
If a dispute arises between you and OSN or our affiliates, you and OSN agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with OSN, the termination of your relationship with OSN, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis. Claims that may not be subject to predispute arbitration agreement by generally applicable law are excluded from the coverage of this provisions regarding arbitration. You agree that the arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”).
This Section 14.1 does not apply to litigation between OSN and you that is or was already pending in a state or federal court or arbitration before your acceptance of this Agreement. This Section 14.1 also does not apply to claims for workers’ compensation, state disability insurance, or unemployment insurance benefits. In addition, nothing in this Section 14.1 prevents you from making a report to or filing a claim or charge with a government agency, including the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Furthermore, nothing in this Section 14.1 prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Section 14.1. This Section 14.1 also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this section 14.1. Nothing in this Section 14.1 prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration.
Except as otherwise provided herein, you and OSN agree: (a) that the arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Section 14.1, including the enforceability, revocability, scope, breach, or validity of this Section 14.1 or any portion hereof; (b) all such matters shall be decided by an arbitrator and not by a court; (c) except for the Class Action Exception, the arbitrator will decide any question of whether the parties agreed to arbitrate, including any claim that all or part of this Section 14.1, this Agreement or any other portion of the Terms of Service is void or voidable.
You and OSN agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator (“Class Action Exception”). If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
This Section 14.1 replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Section 14.1. In the event any portion of this section 14.1 is deemed unenforceable, the remainder of this Section 14.1 will be enforceable.
14.2 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and OSN agree to first notify each other of the Claim by email to inquires@onesportsnation.com and OSN agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and OSN then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or OSN, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and OSN will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.
14.3 WAIVER OF JURY TRIAL
THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY PORTION OF THE TERMS OF SERVICE OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING THIS AGREEMENT.
15. GENERAL
15.1 ENTIRE AGREEMENT
This Agreement, other Terms of Service and any Service Agreement that you enter into, are the only agreements between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.
15.2 MODIFICATIONS; WAIVER
Subject to the conditions set forth herein, OSN may amend this Agreement and any other portions of the Terms of Service at any time by posting a revised version on the App. OSN will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the App and providing notice on the App or by email. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon OSN unless they are agreed in a written instrument signed by a duly authorized representative of OSN or posted on the App by OSN.
15.3 ASSIGNABILITY
This Agreement and the other Terms of Service shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. This Agreement may not be assigned by a party without the other party’s written consent, except that OSN may assign this Agreement to any successor to all or substantially all of the assets of the Company, whether by merger or otherwise. Any purported assignment in violation of this paragraph shall be voidable by the other party
15.4 NO JOINT VENTURE OR OTHER RELATIONSHIP
Nothing in this Agreement or otherwise in the Terms of Service shall create, or be construed to create, any employment relationship, joint venture, or partnership between you and OSN.
15.4 SEVERABILITY; WAIVER
No waiver of any provision of this Agreement, whether by conduct or otherwise, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, nor shall such waiver constitute a waiver in any other instance. If any provision of this Agreement is determined to be in violation of applicable law, such provision shall be void and the other provisions of this Agreement shall remain in full force and effect.
15.5 FORCE MAJEURE
Except to the extent provided in this Agreement, no party shall be liable for any default or delay in the performance of this Agreement (a) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood. earthquakes, elements of nature, acts of God, riots, pandemic or other similar causes beyond the reasonable control of such party and (b) provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions by the non-performing party (a “Force Majeure Event”). Upon notification in writing to the other party of a Force Majeure Event, the non-performing party shall be excused from further performance so affected for so long as such circumstances continue and such party continues to use commercially reasonable efforts to recommence performance without delay.
15.6 ACCESS OF THE APP OUTSIDE THE UNITED STATES
The App is controlled and operated in the United States. OSN makes no representations that the App or Services are appropriate or available for use outside of the United States. Those who access or use the App from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the App or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and, upon notice to OSN, your Account will be closed.
15.7 CONSENT TO ELECTRONIC NOTICE
OSN and its affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from OSN and its affiliates rather than in paper form.
Additionally, you agree to receive SMS messages for the purpose of authentication and verification.