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Terms of Service 

Last updated: 17 May 2024

 

The following Unforced Pickleball Terms of Service (“Terms”) are a legal, binding agreement between Unforced Pickleball, Inc. (“Unforced Pickleball”) and you (“You” or “Your”) and govern Your access to and use of any and all products, features or services provided or made available by or on behalf of Unforced Pickleball to You (collectively, “Services”). Any reference to Unforced Pickleball will include any and all of its affiliates, parent companies and wholly-owned subsidiaries.

 

PLEASE READ CAREFULLY: UNFORCED PICKLEBALL PROVIDES YOU ACCESS TO THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH ALL TERMS AND CONDITIONS IN THESE TERMS. BY CLICKING “ACCEPT”, SIGNING UP FOR THE SERVICE, OR BY ACCESSING OR USING ANY UNFORCED PICKLEBALL SERVICE, YOU ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS, (A) UNFORCED PICKLEBALL MAY IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, AND (B) YOU MUST NOT ACCESS OR USE THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU ARE UNDER THE AGE OF 18, YOU REPRESENT THAT YOU HAVE YOUR PARENT OR GUARDIAN’S PERMISSION TO USE THE SERVICE. PLEASE HAVE THEM READ THESE TERMS WITH YOU. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A USER UNDER THE AGE OF 18, BY ALLOWING YOUR CHILD TO USE THE SERVICE, YOU ARE SUBJECT TO THESE TERMS AND RESPONSIBLE FOR YOUR CHILD’S ACTIVITY ON THE SERVICE.

THESE TERMS CONTAIN AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. THESE TERMS ARE VERY IMPORTANT TO READ CAREFULLY BECAUSE THE IMPACT, RESTRICT OR ELIMINATE YOUR ABILITY TO FILE SUIT IN A COURT. 

  1. FEES. You will pay Unforced Pickleball the fees as specified in any online order. Except as otherwise specified in the online order, (i) payment obligations are non-cancellable and fees paid are nonrefundable (except as otherwise herein provided), (ii) quantities purchased cannot be decreased during the Term; and (iii) fees are due upon purchase unless otherwise set forth in the online order. All fees and other amounts payable under these Terms are exclusive of any taxes, levies, duties, or similar government assessments of any nature, including without limitation, sales, use, value-added, or withholding taxes (collectively, “Taxes”). Unforced Pickleball may change its fees and payment policies for the Service from time to time and such changes will be posted on Unforced Pickleball’s website. The changes to the fees or payment policies are effective upon the posting of the change to Unforced Pickleball’s website. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this agreement for any reason and any collection expenses (including attorneys’ fees) incurred by Unforced Pickleball will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account.

  2. AGE REQUIREMENT, MEMBER ACCOUNT, PASSWORD, AND SECURITY. You must be at least 18 years old to use the Service. If You are under 18, You represent that You have Your parent or guardian’s permission to use the Service. If You are a parent or legal guardian of a user under the age of 18, by allowing Your child to use the Service, You are subject to these Terms and responsible for Your child’s activity on the Service. To register for the Service, You must complete the registration process by providing Unforced Pickleball with current, complete and accurate information as prompted by the sign-up form, including Your email address and password. You shall protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Accounts. “Account” refers to Your unique account for the Service You agree to notify Unforced Pickleball immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, Unforced Pickleball’s support staff may access the Service under Your customer account in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.

  3. NONEXCLUSIVE RIGHT TO ACCESS SERVICES AND YOUR WARRANTIES.

    1. Right to Access. Unforced Pickleball hereby grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services via Your Account. Your right to access and use the Service is conditioned upon Your compliance of all of Your obligations in this Section 3.

    2. Use Restrictions. You will not nor will You allow any third party to: (i) copy, modify, adapt, translate or otherwise create derivative works of the Service or any underlying software; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service or any underlying software; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Service; (iv) remove any proprietary notices or labels on the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or any underlying software or technology infrastructure; (vi) access the Service using any automated means (such as robots, botnets or scrapers); or (vii) collect or harvest any information that might identify a person (for example, usernames or faces). 

    3. Personal Use. You will use the Service solely for Your own personal use, and You will not make the Service available to any third-parties.

    4. Compliance With Law. You will comply with all applicable laws and regulations in Your use of and access to the Service.

    5. Termination. Your rights to access and use the Service will terminate immediately if You fail to comply with these terms or any other agreement between You and Unforced Pickleball. Upon such termination, You must cease any further use of the Service without the express written consent of Unforced Pickleball.

    6. Your Content. You represent and warrant that You are the rightful owner of Your Content (as defined in Section 5) and that You have the legal right to grant the licenses and permissions as detailed in these Terms. You further represent that You have obtained the appropriate legal rights and permissions for any individual appearing in Your Content and that such individual(s) has given their express consent for their likeness and image to be used by Unforced Pickleball, including but not limited to training Unforced Pickleball’s AI models. You may not upload any content or material that is (i) fraudulent, (ii) infringing on the rights of any third party, (iii) libelous, defamatory, obscene, pornographic, profane, indecent or otherwise inappropriate (including videos or images of a sexual nature) or (iv) otherwise unlawful. You will defend, indemnify and hold harmless Unforced Pickleball against any claim, demand, suit or proceeding made or brought against Unforced Pickleball as a result of Your actual or alleged breach of this Section 3.6. 

  4. CONFIDENTIALITY.

    1. Definition.Confidential Information” means, without limitation, any and all nonpublic or proprietary information, documentation, or knowledge concerning any of the following, as it pertains to Unforced Pickleball: accounts and billings, business (past, present or future) information or activities, computer software or hardware, computer/software code(s) and coding, business or technical concepts, contemplated new products or services, contracts, customer lists and information, data analyses and compilations, designs, diagrams, discoveries, drawings, financial information, flow charts, forecasts, information systems data and materials, inventions, innovations, know how, marketing plans and information, physical or digital materials, methods, models, operations information and data, plans, business policies and procedures, price lists and policies, procedures, processes, product and service information, business programs, business records, research, sales data and documents, specifications, suppliers, systems, technical data, techniques, and trade secrets. All information furnished hereunder or made available in any manner pursuant to this confidentiality agreement is deemed confidential information whether or not identified as such.

    2. Exclusions. Confidential Information does not include that which (i) is or becomes part of the public domain other than as a result of disclosure by one of the parties; (ii) becomes available to You on a non-confidential basis from a source other than Unforced Pickleball, provided that source is not bound with respect to that information by a confidentiality agreement with Unforced Pickleball or is otherwise prohibited from transmitting that information by a contractual, legal or other obligation; or (iii) was already lawfully known by and was reduced to writing by You prior to Your agreement to these terms and access to any Confidential Information or services, or any confidential discussions between the parties. In any dispute with respect to these exclusions, the burden of proof will be on the party claiming the exclusion applies and such proof will be by clear and convincing evidence.

    3. Disclosure. You will not use or disclose Confidential Information without Unforced Pickleball’s prior written consent except for the purpose of performing Your obligations under these terms. If You are compelled to disclose Confidential Information by a court of competent jurisdiction, You shall give Unforced Pickleball as much notice as is reasonably practicable prior to disclosing such information.

    4. Return. Upon termination or expiration of these terms, You will promptly either return or destroy (at Unforced Pickleball’s direction) all Confidential Information and, upon request, provide written certification of such.

    5. Use. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Unforced Pickleball, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Unforced Pickleball of any unauthorized use of Your account or any other breach of security known to You.

  5. YOUR CONTENT. In connection with Your use of the Service, You may be able to upload into the Service videos, recordings, data, documents, files, and any other materials or information provided by You into the Service (“Your Content”). You retain ownership rights to Your Content. Unforced Pickleball is under no obligation to host or receive any content. Subject to Unforced Pickleball’s Privacy Policy, You hereby grant Unforced Pickleball a non-exclusive, worldwide, sublicensable, transferable, royalty-free, fully paid up, perpetual and irrevocable right and license to use, reproduce, publicly perform, publicly display, transmit, distribute, aggregate, translate, alter, modify, and create derivative works of Your Content, in any and all media, whether now or hereafter known or devised, and by any and all technologies and means of delivery, whether now or hereafter known or devised (i) for the purposes of providing the Service to You; (ii) for Unforced Pickleball’s own marketing, promotional, educational, or other similar uses; and (iii) to improve, enhance, and train the Service or any underlying software or models, including for use with other users, and such improvements, enhancements, and training may be by means of artificial intelligence, machine learning, and other similar means. This license shall survive the termination of this Agreement. Any improvement, enhancement, and/or change to the Service due to the training contemplated under this section remains the sole and exclusive property of Unforced Pickleball. 

  6. PRIVACY.

    1. Privacy. You hereby acknowledge and agree that Unforced Pickleball will use, reproduce, modify, distribute and display Your Content and Your Data as set forth in Unforced Pickleball’s Privacy Policy available at: https://www.unforcedpickleball.com/privacy-policy , as may be amended from time to time. “Your Data” means any and all data or information that (i) You upload to the Service or otherwise provide to Unforced Pickleball via the Services or Your Account, (ii) is derived from Your use of the Service, or (iii) is collected or made available to Unforced Pickleball in connection with Your use of the Service. Your Data may include personal data.

    2. Aggregated Statistics. Notwithstanding anything to the contrary in these terms, Unforced Pickleball may monitor Your use of the Service and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to Your use of the Service that is used by Unforced Pickleball in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service. As between Unforced Pickleball and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Unforced Pickleball. You acknowledge that Unforced Pickleball may compile Aggregated Statistics based on Your Data input into the Service. You agree that Unforced Pickleball may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify You.

  7. INDEMNIFICATION.

    1. Indemnity. To the maximum extent permitted under applicable law, You agree to indemnify, hold harmless and defend Unforced Pickleball and its officers, directors, employees, agents, affiliates, successors and assigns at Your expense, for any and all claims, actions, proceedings, and suits brought against Unforced Pickleball or any of its officers, directors, employees, agents, affiliates, successors or assigns, and all related liabilities, damages, losses, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Unforced Pickleball or any of its officers, directors, employees, agents or affiliates, arising out of, relating to, alleging or based upon:

      1. Your breach of any term or condition of these Terms;

      2. Your use of the Service;

      3. Your violation of any applicable law, rule or regulation;

      4. Any representations or warranties made by You concerning the Service;

      5. Any claims made by or on behalf of a third party pertaining to Your use of the Service;

      6. Violations of Your obligations of privacy to any third party;

      7. Any claims about acts or omissions of third parties in connection with the Service; or

      8. Your Data.

    2. Procedure. Unforced Pickleball will provide You with written notice of any such claim, suit or action, provided, however, failure to do so does not relieve You of Your obligations in Section 7.1. You shall cooperate as fully as reasonably required in the defense of any claim. Unforced Pickleball reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You shall not settle any indemnified claim in any manner that requires Unforced Pickleball to admit fault, pay money or comply with any ongoing covenants.

  8. INTELLECTUAL PROPERTY.

    1. Definition of Intellectual Property. For purposes of these Terms “Intellectual Property” will mean, without limitation: Business information, business methods, codes and coding methods, compilations, copyrightable works, designs, developments, discoveries, drawings, engineering, formulas, hardware configuration information, improvements, innovations, inventions, machines, original works of authorship, processes, products, service marks, software, technical data, technology, trade dress, trade secrets, trademarks, and writings.

    2. Ownership. All Intellectual Property rights in the Service and any other related services or products under these Terms, belong to Unforced Pickleball. The rights in the Intellectual Property include, but are not limited to: all rights under U.S. and foreign trademark, trade secret, patent and copyright laws; all reproduction, performance, display and distribution rights; the right to modify, distort or alter; the right to produce derivative works; and all so-called moral rights. Intellectual Property is deemed Confidential Information.

    3. No Implied Licenses. Except for the limited, revocable rights to access and use the Service expressly set forth in these Terms, no right or license is granted under these Terms by or on behalf of Unforced Pickleball to or under any Intellectual Property or intellectual property right, whether by express grant, implication, estoppel or otherwise.

    4. Feedback. You hereby grant Unforced Pickleball a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) You communicate to Unforced Pickleball, without compensation, without any obligation to report on such use, and without any other restriction. Unforced Pickleball’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses under copyright, patent, and any other form of intellectual property. Feedback is deemed to be Confidential Information and not Your confidential information or trade secret. “Feedback” refers to any suggestion or idea for modifying any of Unforced Pickleball’s products, goods, services, software or technologies.

    5. Takedown. If Your copyright protected work was posted on the Service without Your authorization, You can submit a copyright removal request to request that the content be removed. Submitting a copyright removal request is a legal process. Please submit all copyright removal requests to Unforced Pickleball’s address set forth below.

  9. DISCLAIMER OF WARRANTIES.

    1. Changes. Unforced Pickleball is constantly changing and improving the Service. As part of this continual evolution, Unforced Pickleball may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. Unforced Pickleball may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with law, or prevent illegal activities on or abuse of Unforced Pickleball systems. These changes may affect all users, some users or even an individual user. When the Service requires or includes downloadable software, that software may update automatically on Your device once a new version or feature is available, subject to Your device settings. The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. 

    2. Errors. Unforced Pickleball does not represent or warrant that the Service will be uninterrupted or error- free, that defects will be corrected, or that the Service or any other software used in connection with the Service are free of viruses or other harmful components. Unforced Pickleball does not warrant or represent that the use of the Service will be correct, accurate, timely or otherwise reliable. 

    3. Your Data. You specifically agree that Unforced Pickleball will not be responsible for unauthorized access to or alteration of Your Data by third parties.

    4. As-Is. The Service is provided “as is” and there are no warranties, claims or representations made by Unforced Pickleball either express, implied, or statutory, with respect to the Service, including warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance, or trade usage. Unforced Pickleball does not warrant the Service will meet Your needs or be free from errors, or the operation of the service will be uninterrupted.

    5. Basis of Bargain. The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to You.

    6. Third-Party Products. Unforced Pickleball may from time to time make Third-Party Products available to You. “Third-Party Products” means any services, software or technology provided or made available to You that is owned by a third party and subject to its own terms and conditions as required by the owner of such services, software or technology. Such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If You do not agree to abide by the applicable terms for any such Third-Party Products, then You shall not install, access or use such Third-Party Products. The Service may contain links to third-party websites and online services that are not owned or controlled by Unforced Pickleball. Unforced Pickleball has no control over, and assumes no responsibility for, such websites and online services. Be aware when You leave the Service; Unforced Pickleball suggests You read the terms and privacy policy of each third-party website and online service that You visit.

  10. LIMITATION OF LIABILITY.

    1. CONSEQUENTIAL DAMAGES. UNFORCED PICKLEBALL WILL NOT BE LIABLE TO YOU OR ANY USER OR THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE, THE UNDERLYING SOFTWARE, THESE TERMS OR ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF UNFORCED PICKLEBALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH WILL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH.

    2. LIMITATION OF DAMAGES. UNFORCED PICKLEBALL’S AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO YOU, YOUR AFFILIATES AND ANY AND ALL THIRD PARTIES ARISING OUT OF OR RELATING TO THE SERVICE, THE UNDERLYING SOFTWARE, THESE TERMS OR ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS WILL NOT, IN THE AGGREGATE, EXCEED THE GREATER OF U.S. $500 AND THE AMOUNTS ACTUALLY PAID BY YOU TO UNFORCED PICKLEBALL FOR THE SERVICE IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT CAUSING THE DAMAGE RELATING TO YOUR FIRST CLAIM MADE AGAINST UNFORCED PICKLEBALL UNDER THESE TERMS. THE FOREGOING IS AN AGGREGATE CAP AND NOT A PER CLAIM, PER INCIDENT OR PER LIABILITY CATEGORY CAP.

    3. NO RELIANCE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 10 MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT IN ENTERING INTO THESE TERMS YOU HAVE NOT RELIED AND ARE NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS WHATSOEVER, WHETHER WRITTEN OR ORAL (FROM OR BY UNFORCED PICKLEBALL OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS AND THAT YOU WILL NOT HAVE ANY RIGHT OR REMEDY RISING OUT OF ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT NOT EXPRESSLY SET FORTH IN THESE TERMS. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL, BARGAINED FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE TERMS AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS.

  11. SERVICE LEVELS. Unforced Pickleball does not guarantee the Service will be operable for any specific period of time. Unforced Pickleball does not guarantee that the Service will be operable during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by Your failure to use the Service in accordance with these Terms (iii) caused by any failures of Your equipment, systems or local access services, (iv) for previously scheduled maintenance or (v) relating to events beyond Unforced Pickleball’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Unforced Pickleball or Your servers are located or co-located.

  12. PROPRIETARY RIGHTS NOTICE. The Service and all intellectual property rights in the Service are, and shall remain, the property of Unforced Pickleball. All rights in and to the Service not expressly granted to You in these Terms are hereby expressly reserved and retained by Unforced Pickleball and its licensors without restriction, including, without limitation, Unforced Pickleball’s right to sole ownership of the Service. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Service or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use, register, attempt or assist anyone else to register the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Unforced Pickleball; or (d) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

  13. TERM AND TERMINATION.

    1. Term. These Terms shall commence upon Your use of the Service and shall continue for as long as the Service is provided or until termination. Unforced Pickleball may suspend or terminate Your access to or use of the Service at any time, for any reason or no reason, and with or without notice.

    2. Effect of Termination. Upon any termination or expiration of these Terms, Unforced Pickleball will cease providing the Service to You and any and all rights granted to You under these Terms shall cease. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the term will be immediately due and payable in full. 

  14. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES. Unforced Pickleball reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy governing the Service, at any time, by posting the modified agreement to https://www.unforcedpickleball.com/terms-of-service (or any of its subdomains). You are responsible for regularly reviewing the policy. No amendment to or modification of these Terms will be binding unless (i) in writing and signed by a duly authorized representative of Unforced Pickleball, (ii) You accept updated terms online, or (iii) You continue to use the Service after Unforced Pickleball has posted updates to these Terms at https://www.unforcedpickleball.com/terms-of-service . Your use of the Service after Unforced Pickleball has posted updates to these Terms will constitute Your acceptance of any revised terms and conditions. If You object to any change to these Terms made by Unforced Pickleball in accordance with this section, You should immediately cease use of the Services and remove Your Content from the Services.

  15. DISPUTE RESOLUTION.

    1. Choice of Law and Venue. These Terms will be governed by and construed under the laws of the state of Florida without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Florida law, rules, and regulations, Florida law, rules and regulations shall prevail and govern. Subject to Sections 15.2 - 15.8, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Florida. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms.

    2. Rights to Litigate. YOU AND UNFORCED PICKLEBALL ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

    3. Mandatory Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND UNFORCED PICKLEBALL ARISING FROM OR RELATING IN ANY WAY TO THE SERVICE, THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREIN, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

    4. AAA Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 15. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Delaware.

    5. Arbitrator Authority. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

    6. Class Action Waiver. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR UNFORCED PICKLEBALL WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

    7. Arbitration Agreement Severability. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

    8. Exceptions. Notwithstanding anything to the contrary herein, You and Unforced Pickleball: (i) may still bring an individual action in small claims court; (ii) may still pursue an enforcement action through a federal, state, or local agency if that action is available; and (iii) must file suit in court to address an intellectual property rights infringement claim. Also, nothing in this Section 15 bars either of us from bringing issues to the attention of federal, state, or local agencies.

  16. MISCELLANEOUS.

    1. Force Majeure. Unforced Pickleball shall be excused from performance hereunder if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, but not limited to, labor disputes (whether involving the workforce of Unforced Pickleball or any other party), strikes, lockouts, shortages of or inability to obtain labor, failure of a utility service or telecommunications network, breakdown of plant or machinery, default of suppliers or subcontractors, war, pandemic, epidemic, COVID-19 or its variants, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, act of God, fire, flood or storm (each, a “Force Majeure Event”). 

    2. Entire Agreement. These Terms constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order, vendor onboarding process or web portal, or any other documentation authored and/or provided by You (excluding documents authored by Unforced Pickleball) will be incorporated into or form any part of these Terms unless agreed to by an authorized representative of Unforced Pickleball in writing, and all such terms or conditions will be null and void. 

    3. Severability. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect.

    4. Headings. Section headings are not to be considered part of these Terms nor are they intended to be a full or accurate description of the contents.

    5. Notices. Any notices to Unforced Pickleball must be sent to: support@unforcedpb.com .

    6. Waiver. A waiver of any right(s) is not a continuing waiver of that or any other right(s).

    7. Assignment and Relationship. You may not assign or otherwise transfer any of Your rights or obligations hereunder without Unforced Pickleball’s prior written consent, and any such attempt is null and void. Unforced Pickleball may assign, pledge or otherwise transfer (whether by operation of law, acquisition or sale of stock or assets, merger, consolidation, transfer of control or otherwise) or subcontract its rights and obligations under these Terms without the prior written consent of You. The relationship between Unforced Pickleball and You is not one of a legal partnership relationship, but is one of independent contractors. These Terms shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

    8. Limitation on Legal Action. YOU AND UNFORCED PICKLEBALL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    9. Survival. The following sections of these Terms will survive any termination or expiration of these Terms: 1, 2, 3.2-3.6 (inclusive), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16.

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