PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OFFERED BY EVOSPORTS INC ("EVOSPORTS"). BY ACCESSING THE EVOSPORTS DASHBOARD, BY USING THE EVOSPORTS AUTOMATED STREAMING SYSTEM OR EQUIPMENT, OR BY MUTUALLY EXECUTING ONE OR MORE STATEMENTS OF WORK WITH EVOSPORTS THAT REFERENCE THESE TERMS, YOU ("CUSTOMER") AGREE TO BE BOUND BY THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THAT ENTITY. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1. Acceptance and Structure of the Agreement
By accessing the EvoSports dashboard, using the EvoSports Automated Streaming System or EvoSports Equipment, or authorizing our system to access a Google or YouTube account on behalf of your venue, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not access or use the service.
These Terms, together with (i) each Statement of Work executed by the parties (each, a "Statement of Work" or "SOW"), (ii) any Statements of Work previously or subsequently entered into by the parties, and (iii) any exhibits and policies referenced herein (including the Support and Availability Policy attached as Exhibit A and the Privacy & Data Policy) form the entire agreement between you and EvoSports (collectively, the "Agreement"). Upon mutual execution, each Statement of Work is incorporated into and forms a part of the Agreement.
Any online Statement of Work that you submit via EvoSports's standard online process and that is accepted by EvoSports is deemed to be mutually executed.
Order of precedence.
In the event of any conflict between these Terms and a Statement of Work, the Statement of Work controls. There is no force or effect to any different terms of any related purchase order or similar form, even if signed by the parties after the date of the applicable Statement of Work. This Agreement supersedes all prior or contemporaneous communications and proposals, whether oral, written, or electronic, with respect to its subject matter.
These Terms contain, among other things, warranty disclaimers, liability limitations, and use limitations.
2. Service Description; Grant of Rights
EvoSports provides a business-to-business (B2B) tournament management and automated live streaming service for billiards venues. The service creates and manages live broadcasts, ingests video via RTMP, updates broadcast metadata, and transitions broadcasts through their lifecycle on behalf of authorized venues. Depending on the Statement of Work, the service may also include the EvoSports System License, Commentator Studio seats, the Sponsor Portal, the Player App, and EvoSports-supplied hardware (the "Equipment").
For each Statement of Work, subject to Customer's compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Statement of Work), EvoSports grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the EvoSports product(s) and/or service(s) specified in that Statement of Work (collectively, the "Service" or "Services") during the applicable Statement of Work Term, for Customer's internal business purposes, only as provided herein and only in accordance with EvoSports's applicable official user documentation for such Service (the "Documentation").
3. Eligibility and Account Access
You represent that you are an authorized representative of a participating venue and that you have the authority to bind that venue to these Terms.
Access to the dashboard is granted via a venue-specific access code or through OAuth sign-in with an account included in the venue's authorized users list. You are responsible for safeguarding these credentials and for any activity that occurs under your access. Customer is responsible for the use of the Service by any person to whom Customer has given access, even if Customer did not authorize that use.
Notify us promptly at support@evosports.live if you suspect unauthorized access to your venue's account.
4. Implementation and Installation
Upon payment of any applicable fees set forth in a Statement of Work, EvoSports will use reasonable commercial efforts to provide standard installation and implementation assistance for the Service, but only if and to the extent that assistance is set forth on that Statement of Work ("Implementation Assistance"). If EvoSports provides Implementation Assistance in excess of any agreed-upon hours estimate, or otherwise provides additional services beyond those agreed in a Statement of Work, Customer will pay EvoSports at its then-current hourly rates for consultation.
EvoSports or its designee may, upon Customer's request, install and set up the Equipment at the Customer location. EvoSports is not responsible for (and Customer or its designee is solely responsible and liable for) preparing, setting up, adjusting, modifying, or certifying the location — including any electrical outlets, network cabling, waterlines, or drain lines — prior to installation of the Equipment. Customer will pay EvoSports the Equipment Fee listed in the applicable Statement of Work.
5. Equipment; Title and Risk of Loss
For Equipment provided on a rental or subscription basis, EvoSports retains all rights, title, and interest in and to the Equipment, and Customer holds the Equipment as bailee. Except for regular wear and tear, in the event of any theft or loss of, or damage to, any Equipment placed at a venue, Customer will pay EvoSports, calculated as of the date such Equipment is stolen, lost, damaged, or repaired: (i) the full retail value of Equipment that is lost or stolen or that cannot be reasonably repaired (in EvoSports's sole discretion); or (ii) all costs, expenses, and fees arising from or related to the repair of Equipment that can be reasonably repaired.
Where a Statement of Work identifies Equipment as purchased outright rather than rented, title to that Equipment passes to Customer upon EvoSports's receipt of the applicable Equipment Fee in full; the software and Services running on that Equipment remain licensed, not sold, and remain governed by this Agreement.
6. Support, Service Levels, and Updates
Subject to Customer's payment of all applicable fees, EvoSports will provide support, maintenance, and uptime for each Service in accordance with (i) the support package selected by Customer on the applicable Statement of Work (if any) and (ii) EvoSports's then-current standard Support and Availability Policy, the current version of which is set out in Exhibit A below.
Standard Support Services include a customer hotline available 24 hours a day, 7 days a week, and software updates provided at no additional charge. On-site service visits and support services outside the scope of Exhibit A are billable at EvoSports's then-current hourly rate, as set forth in the applicable Statement of Work.
From time to time, EvoSports may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"). Updates become part of the Services and are subject to this Agreement, provided that EvoSports has no obligation under this Agreement or otherwise to provide any Updates. Customer understands that EvoSports may make improvements and modifications to the Services at any time in its sole discretion, provided that EvoSports will use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
7. Fees; Billing and Payment
EvoSports may charge a fee for using the Services. If Customer is using a free version of the Services, EvoSports will notify Customer before any Services Customer is then using begin carrying a fee. For paid Services, Customer shall pay EvoSports the fees set forth in each Statement of Work ("Fees"), which may include recurring subscription and usage fees (for example, per streaming table), one-time equipment fees, additional hardware fees, and hourly service-visit fees. Unless the applicable Statement of Work states otherwise, recurring subscription billing begins two (2) weeks from Customer's receipt of the Equipment.
Payment processing.
EvoSports uses a third-party payment processor (the "Payment Processor") to bill Customer through a payment account linked to Customer's account on the Services. The processing of payments is subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. EvoSports currently uses Stripe, Inc. as Payment Processor; Customer can review Stripe's Terms of Service and Stripe's Privacy Policy. EvoSports is not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the Services, Customer agrees to pay EvoSports, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, and authorizes EvoSports, through the Payment Processor, to charge Customer's chosen payment provider. EvoSports reserves the right to correct any errors or mistakes that the Payment Processor makes, even if it has already requested or received payment. The terms of Customer's payment are based on the payment method and may be determined by agreements between Customer and its financial institution, credit card issuer, or other provider. If EvoSports, through the Payment Processor, does not receive payment from Customer, Customer agrees to pay all amounts due upon demand.
Recurring charges.
Some Services consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by Customer. By choosing a recurring payment plan, Customer acknowledges that such Services have an initial and recurring payment feature and accepts responsibility for all recurring charges prior to cancellation. EVOSPORTS MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY EVOSPORTS) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE EVOSPORTS REASONABLY COULD ACT. To terminate authorization or change the payment method, Customer must contact support@evosports.live.
Taxes, refunds, and overages.
Customer is responsible for all taxes associated with the Service, excluding taxes based on EvoSports's net income. All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on a Statement of Work, then (i) EvoSports will invoice Customer for such additional users or usage at the overage rates set forth on the Statement of Work — or, if no overage rates are set forth, at EvoSports's then-current standard overage rates — in each case on a pro-rata basis from the first date of the excess usage through the end of the Statement of Work Initial Term or then-current Statement of Work Renewal Term, as applicable, and (ii) if the Statement of Work Term renews under Section 13, the renewal will include the additional fees for such excess users and usage.
8. Acceptable Use and Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly:
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service, except to the extent applicable laws specifically prohibit such restriction.
- Modify, translate, or create derivative works based on the Service.
- Copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or the Equipment.
- Use the Service for the benefit of a third party.
- Remove or otherwise alter any proprietary notices or labels from the Service, the Equipment, or any portion thereof.
- Use the Service to build an application or product that is competitive with any EvoSports product or service.
- Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, or impose an unreasonable load on the Service or its infrastructure.
- Bypass any measures EvoSports may use to prevent or restrict access to the Service, or to other accounts, computer systems, or networks connected to the Service.
- Stream content Customer does not have the legal rights to broadcast, or content that is illegal, infringing, defamatory, or otherwise violates third-party rights or applicable law.
- Use the Service to harass, abuse, or harm another person or organization.
- Misuse the Service's YouTube integration in a manner that violates YouTube's Terms of Service or Community Guidelines.
Customer is responsible for all of Customer's activity in connection with the Service, including uploading Customer Data onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national, and foreign laws, treaties, and regulations, including those related to data privacy, international communications, export laws, and the transmission of technical or personal data, and (b) shall not use the Service in a manner that violates any third-party intellectual property, contractual, or other proprietary rights.
9. Third-Party Services and Integrations
The Service integrates with third-party services including, but not limited to, the Google / YouTube Data API, the YouTube Live Streaming API, Google Firebase, Stripe, and Discord. Customer's use of those third-party services through our integration is also governed by their own terms:
Customer acknowledges and agrees that (i) the Service may operate on, with, or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Integrations"), (ii) the availability and operation of the Service or portions of it may depend on EvoSports's ability to access such Third Party Integrations, and (iii) Customer's failure to provide adequate access, or any retraction of permissions relating to such Third Party Integrations, may result in a suspension or interruption of the Service.
Customer represents and warrants that it has all rights, licenses, permissions, and consents necessary to connect, use, and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend, and hold harmless EvoSports for all claims, damages, and liabilities arising out of Customer's use of any Third Party Integrations in connection with or through the Service. EvoSports cannot and does not guarantee that the Service will incorporate (or continue to incorporate) any particular Third Party Integration, and makes no representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and that provider and is governed by that third party's terms and conditions.
10. Ownership; Intellectual Property; Feedback
As between the parties, EvoSports retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by EvoSports for the purposes of this Agreement, including any copies and derivative works of the foregoing, together with the EvoSports trademarks. Any software that is distributed or otherwise provided to Customer hereunder (including any software identified on a Statement of Work) is deemed part of the "Services" and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
Customer retains all rights to the video content streamed through Customer's authorized YouTube channel. Customer grants EvoSports a limited, non-exclusive license to process that content solely to the extent necessary to operate the Service on Customer's behalf.
From time to time, Customer may provide suggestions, comments, and other feedback to EvoSports with respect to the Service ("Feedback"). Feedback, even if designated as confidential by Customer, does not create any confidentiality obligation for EvoSports notwithstanding anything else. EvoSports acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Customer grants to EvoSports a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair EvoSports's right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any products, software, or technologies that Customer may develop, produce, market, or distribute.
11. Confidentiality
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business ("Confidential Information"). The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information; (ii) to give access to such Confidential Information solely to those employees with a need to have access for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that it takes with its own confidential information, but in no event less than reasonable precautions.
The foregoing does not apply to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Nothing in this Agreement prevents the Receiving Party from disclosing Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure so that it may contest the order. In any event, EvoSports may aggregate data and use such aggregated data to evaluate and improve the Services and otherwise for its business purposes. Upon the Disclosing Party's request, the Receiving Party will promptly return all Confidential Information and copies, or certify in writing that it has destroyed all such materials.
12. Customer Data and Privacy
"Customer Data" means any data, information, or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer retains all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not EvoSports, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to EvoSports as contemplated hereunder, without any infringement, violation, or misappropriation of any third-party rights, including intellectual property rights and rights of privacy.
EvoSports will use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. EvoSports is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to EvoSports's gross negligence or willful misconduct.
To the extent that Customer Data includes any personal information, (i) EvoSports will process, retain, use, and disclose that personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, and (ii) EvoSports agrees not to sell such personal data, and not to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes or outside the scope of this Agreement. EvoSports understands its obligations under applicable data protection laws and will comply with them.
Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent.
Notwithstanding anything to the contrary, Customer acknowledges and agrees that EvoSports may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data, and (ii) freely use, retain, and make available Aggregated De-Identified Data for EvoSports's business purposes, including improving, testing, operating, promoting, and marketing EvoSports's products and services. "Aggregated De-Identified Data" means data submitted to, collected by, or generated by EvoSports in connection with Customer's use of the Service, but only in aggregate, de-identified form that can in no way be linked specifically to Customer.
Customer's use of the Service is also governed by our Privacy & Data Policy, which describes what data we access, how we use it, how we protect it, and how deletion can be requested.
13. Term; Renewal; Suspension; Termination
This Agreement commences upon the date of the first Statement of Work and, unless earlier terminated in accordance herewith, continues until the expiration of all Statement of Work Terms. For each Statement of Work, unless otherwise specified therein, the "Statement of Work Term" begins as of the effective date set forth on that Statement of Work and, unless earlier terminated as set forth herein, (x) continues for the initial term specified on that Statement of Work (the "Statement of Work Initial Term"), and (y) following the Statement of Work Initial Term, automatically renews for additional successive periods of equal duration (each, a "Statement of Work Renewal Term") unless either party notifies the other of its intention not to renew no later than thirty (30) days prior to the expiration of the Statement of Work Initial Term or then-current Statement of Work Renewal Term, as applicable.
Termination for breach.
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.
Suspension.
Without limiting the foregoing, EvoSports may suspend or limit Customer's access to or use of the Service if (i) Customer's account is more than sixty (60) days past due, or (ii) Customer's use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service that interferes with EvoSports's ability to provide access to the Service to other customers. In the case of subsection (ii): (a) EvoSports will use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation without resorting to suspension or limitation; (b) prior to any suspension or limitation, EvoSports will use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) EvoSports will reinstate Customer's use of or access to the Service if Customer remediates the issue within thirty (30) days of receipt of such notice.
Survival.
All provisions of this Agreement that by their nature should survive termination will survive, including accrued payment obligations, ownership provisions, warranty disclaimers, indemnity, confidentiality, and limitations of liability. For clarity, any services provided by EvoSports to Customer following termination, including any assistance in exporting Customer Data, are billable at EvoSports's standard rates then in effect. Upon termination or expiration, Customer will return all EvoSports-owned Equipment in accordance with Section 5.
14. Indemnification
Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers, and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses") that arise from or relate to any claim that (i) the Customer Data or Customer's use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of EvoSports as Indemnitor), infringes, violates, or misappropriates any third-party intellectual property or proprietary right.
Each Indemnitor's indemnification obligations are conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice only relieves the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by the failure); (y) the option to assume sole control over the defense and settlement of the claim (provided that the Indemnitee may participate in the defense and settlement at its own expense); and (z) reasonable information and assistance in connection with the defense and settlement, at the Indemnitor's expense.
EvoSports's foregoing obligations do not apply with respect to the Service or any information, technology, materials, or data (or any portions or components thereof) to the extent (i) not created or provided by EvoSports, including any Customer Data; (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by EvoSports; (iv) combined with other products, processes, or materials not provided by EvoSports, where the alleged Losses arise from or relate to such combination; (v) Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) Customer's use of the Service is not strictly in accordance with this Agreement.
15. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND THE EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
EVOSPORTS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES OR THE EQUIPMENT DUE TO INAPPROPRIATE EQUIPMENT USE, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, SATURATION OF THE INTERNET NETWORK, OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, OR PROBLEMS RELATED TO THE SERVICES OR THEIR USE.
Without limiting the foregoing, EvoSports does not guarantee that streams will start, run, or end without interruption, that third-party services (including Google, YouTube, Firebase, Stripe, and Discord) will be available, or that the Service will be free of bugs or defects.
16. Limitation of Liability
EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 AND FOR CUSTOMER'S BREACH OF SECTION 10 (OWNERSHIP; INTELLECTUAL PROPERTY; FEEDBACK), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT:
- (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, HOWEVER ARISING;
- (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, REGARDLESS OF THE SOURCE OF ORIGINATION; OR
- (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO EVOSPORTS HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
17. Changes to These Terms
We may update these Terms from time to time. When we make material changes, we will notify affected venue operators via email. Continued use of the service after the changes take effect constitutes acceptance of the revised Terms. The "Last updated" date at the top of this document reflects the most recent revision.
18. Governing Law
These Terms are governed by the laws of the United States, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the service shall be resolved in the courts of competent jurisdiction in the United States.
19. General
Notices.
All notices under this Agreement must be in writing and are deemed duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the applicable Statement of Work. Either party may update its address by giving notice in accordance with this section. Notices to EvoSports may also be sent to support@evosports.live.
Force majeure.
Except for payment obligations, neither party is liable for any failure to perform its obligations hereunder where such failure results from any cause beyond that party's reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Assignment.
Neither party may assign any of its rights or obligations hereunder without the other party's consent, provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of that party's business relating to this Agreement, and (ii) EvoSports may utilize subcontractors in the performance of its obligations hereunder.
Relationship of the parties.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has authority of any kind to bind the other in any respect.
Amendment; severability; waiver.
Except for updates to these Terms made by EvoSports in accordance with Section 17, and except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, that provision will be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party does not constitute a waiver and does not limit that party's rights with respect to such breach or any subsequent breaches.
Attorneys' fees.
In any action or proceeding to enforce rights under this Agreement, the prevailing party is entitled to recover costs and attorneys' fees.
20. Contact
Questions about these Terms? Contact us at support@evosports.live.
EvoSports INC, 750 NW Coleman Ct, Poulsbo, WA 98370.