1. Acceptance of Terms; Modifications:
These Terms of Service (“Terms”) are a binding legal agreement between you and UniVarCity, LLC, a company incorporated under the laws of Virginia, with a registered office at 5213 12th Street North, Arlington, Virginia 22205 (“UVC,” “we,” “us,” and “our”). Terms govern your use of our software applications, resources, and services for college athlete coaches and participants in the coaches’ programs to find each other, communicate with each other, and arrange for the provision of coaching and instructional services (collectively, our “UVC Service”). Terms govern all use of the UVC Service, whether you access it from our website at www.univarcity.com (“Site”) or any other access point we may make available to you. Our policies applicable to your use of the UVC Service are incorporated by reference into these Terms. By agreeing to these Terms during the account sign-up process or accessing or using the UVC Service without an account, you accept these Terms. If you do not agree with these Terms, you should not accept them, in which case you do not have the right to use the UVC Service.
You understand and agree that we may change the Terms from time to time, and that any such change will be effective (except as otherwise described in Section 17.10 below) when we post the modified Terms on the UVC Service, unless otherwise required by applicable law. Your continued access and use of the UVC Service after we post the modified Terms will constitute your consent to be bound by the modified Terms.
2. UniVarCity Service:
2.1 Nature of the UVC Service: The UVC Service consists of a Web application and other related tools, support and services that college athlete coaches (“Coaches”) and those looking to purchase and participate in Coaches’ programs and services (“Participants”) can use to find, communicate with, and interact with each other. We charge fees for some aspects of the UVC Service, as described below in Section 9.
You must be at least 18 years of age to schedule a Booking (as defined in Section 2.5 below). And, to the extent you are a parent, scheduling a Booking for a minor child Participant(s), you acknowledge and agree to the Release in Section 2.3 below.
2.2 UVC does not provide Coaching Services: UVC is a neutral venue for Coaches and Participants. UVC is not a Coach and, except for providing support-styled practice plans to Coaches, does not provide coaching services. We make no representations or warranties about the quality of coaching or other services provided by Coaches (“Instruction”), or about your interactions and dealings with users. Coaches listed on UVC are not under the direction or control of UVC, and Coaches determine, in their own discretion, how to provide Instruction. UVC does not employ, recommend, or endorse Coaches; and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Coaches or Participants, whether online or offline. We use our best efforts and reasonable care in an initial review of Coach credentials, including if they are a current college athlete. UVC makes no representations or warranties that this initial review is accurate, complete, or comprehensive, and do not otherwise screen Coaches or Participants. You should exercise caution and use your independent judgment before engaging Coaches, providing Instruction, or otherwise interacting with users via the UVC Service. Coaches and Participants are solely responsible for making decisions that are in the best interests of themselves.
2.3 Release: Subject to Section 16 below, UVC has no liability for any claims, injuries, loss, harm, or damages arising from or in any way related to your interactions or dealings with other users and the acts or omissions of Coaches and Participants, whether online or offline. You acknowledge and agree that, to the maximum extent permitted by the applicable law, your use or provision of Instruction is at your sole and exclusive risk. Additionally, to the extent users purchase Instruction for their minor children Participants, such users further acknowledge and agree UVC has no liability for any claims, injuries, loss, harm, or damage arising from or in any way related to such minor children Participants’ interactions or dealings with Coaches or other Participants or users, or the acts or omissions of Coaches or such minor children, whether online or offline; and users acknowledge and agree that, to the maximum extent permitted by the applicable law, such minor children’s participation in and receipt of Instruction is at their sole and exclusive risk.
2.4 Transactions are between Coaches and Participants: The UVC Service may be used to find and offer coaching Instruction and to facilitate payment, but all transactions conducted via the UVC Service are between Coaches and Participants. Except for the limited refunds specified in Section 9.5, you agree that UVC has no liability for damages associated with Instruction (which may include bodily injury or death) or resulting from any other transaction between users of the UVC Service.
2.5 Bookings: Coaches and Participants transact with each other on the UVC Service when they both agree to a booking that specifies the fees, time period, cancellation policy, and other terms of providing Instruction via the booking mechanism provided on the UVC Service (“Booking”). A Booking may be initiated by a Participant by selecting the type(s) of Instruction to be provided and then following the prompts that appear on-screen. If you are a Participant and you initiate a Booking, you agree to pay for the Instruction described in the Booking when you click “Book Now.” You acknowledge that, once you complete a Booking, you agree to honor the price and other terms of that Booking, as acknowledged in the Booking confirmation.
2.6 Participants are Solely Responsible for Evaluating Coaches: Participants are solely responsible for evaluating the suitability of Coaches for the Instruction they provide. Though UVC performs a limited screening of Coaches, any such screening is limited, and UVC does not warrant that any such screen is accurate, complete, conclusive, or up-to-date. Similarly, UVC does not endorse reviews of Coaches by other Participants that may be available via the UVC Service, and UVC makes no commitments that such reviews are accurate or legitimate.
2.7 Umbrella Liability Insurance Coverage: UVC maintains an umbrella liability insurance policy with $2,000,000 per occurrence limits; providing necessary and applicable coverage for Coaches and Participants; particularly for, in the event of, and to the extent that an injury to a Coach or Participant, or damage to property occurs during Instruction. UVC maintains this policy as a courtesy and benefit to Coaches, for the limited purpose of protecting Coaches and Participants, reasonably related to Coaches’ provision of Instruction to Participants via the UVC Service.
3. Certificate of Compliance with Applicable Law:
By accessing and using the UVC Service, you certify that you: (1) are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher, and (2) will comply with all laws and regulations applicable to your activities conducted through, or related to, the UVC Service.
You acknowledge that UVC is entitled to rely on these certifications from you, is not responsible to ensure that all users have complied with applicable laws and regulations, and will not be liable for a user’s failure to do so.
4. Use of UniVarCity Service; Suspension:
4.1 Your Conduct on the UVC Service: When you use the UVC Service, you agree:
- To use the UVC Service only in a lawful manner and only for its intended purposes.
- Not to submit viruses or other malicious code to or through the UVC Service.
- Not to use the UVC Service, or engage with other users of the UVC Service, for purposes that violate the law.
- Not to use the UVC Service to arrange for the provision and purchase of services with another user, then complete the transactions for those services outside of the UVC Service; particularly insofar as, and to the extent to which, doing so may negatively impact a Coach’s NCAA eligibility.
- Not to use the Service for purposes competing with UVC or to promote other products or services.
- Not to post reviews about Coaches that aren’t based on your personal experience, that are intentionally inaccurate or misleading, or that violate these Terms.
- Not to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.
- Not to post “spam” or other unauthorized commercial communications.
- To use the UVC Service only for your own purposes, and not to impersonate any other person.
- Not to transfer or authorize the use of your account for the UVC Service by any other person, or to engage in fraudulent transactions.
- Not to provide false information in your profile on, or registration for, the UVC Service, or to create multiple or duplicate accounts.
- Not to interfere with our provision of, or any other user’s use of, the UVC Service.
- Not to solicit another user’s username and password for the UVC Service or any other sensitive, personal information, including bank details.
4.2 Suspension and Termination: You understand and agree that we have no obligation to provide the UVC Service in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the UVC Service: (1) if in our sole discretion your conduct on the Site or the UVC Service is inappropriate, unsafe, dishonest, or in breach of these terms; or (2) if necessary in our discretion to protect UVC, its users, or the public. You may suspend or terminate your use of the UVC Service at any time and for any reason. If you wish to deactivate your account, please contact UVC. Note that if you have any outstanding payment obligations, those will survive suspension or termination of your account.
5. Registration; Account Security:
In order to use some aspects of the UVC Service, you will be required to create a username, password, and user profile. If you elect to use the UVC Service, you agree to provide accurate information about yourself and keep this information up-to-date. You agree not to impersonate anyone else and not to maintain more than one account (or, if UVC suspends or terminates your account, not to create additional accounts). You are responsible for maintaining the confidentiality of your username and password for the UVC Service and are responsible for all activity under your account. You agree to notify us promptly of any unauthorized use of your account.
7. Your Content:
7.1 Your Content: We may require or allow you (or someone else on your behalf) to submit or upload text, photographs, images, videos, reviews, information and materials to your profile on the UVC Service or otherwise in connection with using the UVC Service or participating in promotional campaigns we conduct on the Site (collectively, “Your Content”). For example, Coaches are invited to create a profile page with a photograph and other information to Participants, while Participants may submit reviews of Coaches.
7.3 Release: If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release UVC and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 7.2 and the other provisions of these Terms.
7.4 Your Representations and Warranties about Your Content: You represent and warrant that (1) you are the owner or licensor of Your Content, and that you have all rights, consents and permissions necessary to grant the license in Section 7.2 and make the release in Section 7.3 with respect to Your Content, (2) that you have any necessary consents and release from individuals who appear or whose pets appear in Your Content; and (3) Your Content does not violate the law or these Terms.
7.5 Right to Remove or Screen Your Content: Though we are not obligated to do so, we reserve the right to monitor, screen, edit, and remove Your Content on the Service. Our enforcement of these Terms with respect to Your Content is at our sole discretion, and failure to enforce the Terms in one instance does not create a waiver of our right to enforce them in another instance. We have no obligation to retain or provide you with copies of Your Content, nor will we have any liability to you for any deletion, disclosure, loss or modification to Your Content. It is your sole responsibility to maintain backup copies of Your Content.
8. Phone, Text and Mobile Communications:
8.2 Phone Number Changes: In the event you deactivate a mobile phone number provided to us, you agree to update your UVC account information promptly to ensure that messages are not sent to the person who acquires your old number.
9. Fees + Payment:
9.1 Currency: All fees, deductible amounts and other payments referenced on, or charged through, the UVC Service are listed and payable in US dollars.
9.2 Fees for Participants: Participants may purchase Instruction from a Coach by completing a Booking as described in Section 2.5. If you are a Participant, you enter into a transaction with the Coach when you accept a Booking and you agree to pay the total fees indicated in the Booking. As described in Sections 9.3 and 9.4 the total amount Participants are charged for a Booking may also include service and payment processing fees payable to UVC. Where required by law, the amount charged will also be inclusive of applicable taxes. The Coach, not UVC, is responsible for performing and providing Instruction.
9.3 Fees for Coaches: Coaches may agree to provide Instruction to a Participant by agreeing to a Booking as described in Section 2.5. Once the Booking is completed, you agree to honor the price set forth in your Booking. The purchase of Instruction is a transaction between Coach and Participant. UVC’s role is to facilitate the transaction. We will (either directly or indirectly through an authorized third party) collect payment from the Participant at the time of Booking and initiate payment to the Coach no longer than 14 days after completion of the service period indicated in the Booking. Service and payment processing fees will be charged, as described in Section 9.4. Where required by law, the amount charged will also be inclusive of applicable taxes.
9.4 Service and Payment Processing Fees: We charge service fees for aspects of the UVC Service. If you are a Coach, except where otherwise specified via the UVC Service, our service fee is calculated as a percentage of the fees a Participant agrees to pay you in a Booking and is collected from each Booking. Additionally, we pass through any payment processing fees associated with any payment processing platform (e.g. Stripe) to Participants, so that any such payment processing fees are also added to the amount a Coach sets for a Booking. Any and all service and payment processing fees are charged to Participants in a manner that ensures Coaches receive the amount they set for each Booking and Instruction session, exclusive of, and before a Coach’s payment of any applicable and required taxes, which taxes are the Coach’s sole responsibility to pay.
UVC’s standard service fee is 20% of the amounts Coaches set and charge for Participants for their Bookings and Instruction sessions. (UVC’s service fees cover our costs for ongoing web-development and hosting and associated fees, marketing and advertising, liability insurance for Coaches and participants, general administration, and other labor and associated efforts and expenses to provide the UVC Service.) And, when and where applicable, pass through-styled payment processing fees are added on top of that, to ensure Coaches receive 100% of the amount they set and charge Participants for Bookings (excluding any applicable or required tax payment obligations, which will be the sole responsibility of Coaches to pay).
9.5 Cancellations & Refunds:
- Cancellations by Coach: If a Coach cancels a Booking prior to the start of the Instruction session…
- Cancellations by Participants: If a Participant cancels a Booking prior to the start of the Instruction session…
- Force Majeure: The cancellation policies described herein may not apply in the event of certain emergency situations beyond the control of Coaches and/or Participants that make it impossible or impractical to perform agreed Bookings. In such cases, UVC may, in its reasonable discretion, issue refunds under terms that vary from the cancellation policies above.
- Refunds for Failure to Perform: If we determine in our reasonable discretion that a Coach has failed to provide Instruction or is otherwise in breach of these Terms, then we may, cancel a Booking and/or issue a full or partial refund to a Participant.
9.6 Authorization to Charge: When you pay for Instruction on the UVC Service, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding, confirmed Bookings. UVC’s role is to facilitate payments from Participants to Coaches as limited payment agent for the Coach. You authorize us to charge your credit card or other payment method for fees you incur on the UVC Service as they become due and payable, and to charge any alternative payment method UVC has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you for fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither UVC nor the Coach will be responsible for any failure to provide Instruction associated with those fees. Except as expressly provided in these Terms, all fees paid via the UVC Service are non-refundable once paid.
9.7 Taxes: Except for taxes on UVC’s income and gross receipts or where UVC is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of Instruction services via the UVC Service. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the UVC Service.
9.8 Payment Processing: Payment processing services are provided by Stripe and subject to the Stripe Services Agreement (available at https://stripe.com/us/legal), and, if you are receiving payments via the UVC Service, the Stripe Connect Account Agreement (available at https://stripe.com/us/connect-acount/legal) (collectively, the “Stripe Terms”). By using the UVC Service to receive payment, you will be asked to set up a Stripe account and accept the Stripe Terms. You authorize UVC to obtain all necessary access to, and perform all necessary activity on (including requesting funds where appropriate), your Stripe Connected Account to facilitate payment related to information about you and your business, and authorize UVC to share it and transaction information with Strip for the purposes of facilitating the payment processing services provided by Stripe. UVC reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
10. Non-Circumvention / NCAA Eligibility
COACHES AND PARTICIPANTS ACKNOWLEDGE AND AGREE THE EXCHANGE OR MAKING OF PAYMENTS FOR INSTRUCTION OUTSIDE AND IN CIRCUMVENTION OF THE UVC SERVICE WILL JEOPARDIZE COACHES’ NCAA ELIGIBILITY. PART OF THE PURPOSE OF THE PAYMENT PROCESSING PLATFORM IS TO ALLOW FOR AND ENSURE COACHES’ ABILITY TO TRACK AND SHARE EARNINGS HISTORY SPECIFICALLY TIED TO COACHES’ USE OF THE UVC SERVICE TO PROVIDE INSTRUCTION, INCLUDING DOING SO IN A MANNER THAT ENSURES COACHES MAINTAIN THEIR NCAA ELIGIBILITY. SPECIFICALLY, PARTICIPANTS PAYING, AND COACHES ACCEPTANCE OF PAYMENT FROM PARTICIPANTS, IN CIRCUMVENTION OF THE UVC SERVICE (E.G. IN CASH OR OTHER TANGIBLE OR INTANGIBLE BENEFITS (E.G. GIFTS, GOODS, OR CRYPTO CURRENCIES) WILL PUT A COACH’S NCAA ELIGIBILITY AT RISK, AS SUCH PAYMENTS MAY BE CHARACTERIZED AS IMPERMISSIBLE BENEFITS IN THE OPINION AND UNDER THE PURVIEW OF THE NCAA. WE HAVE ESTABLISHED UVC SPECIFICALLY FOR THE PURPOSE OF PROVIDING A PLATFORM FOR COLLEGE ATHLETES TO MARKET THEMSELVES TO PROVIDE INSTRUCTION AS COACHES, INCLUDING PROVIDING THE UVC SERVICE IN A MANNER THAT FACILITATES AND ENCOURAGES PAYMENTS AND TRANSACTIONS FROM PARTICIPANTS TO COACHES FOR COACHES’ INSTRUCTION IN A MANNER THAT ALLOWS COACHES TO PROVIDE THEIR COMPLIANCE DEPARTMENTS WITH A COMPLETE AND ACCURATE RECORD OF ANY AND ALL EARNINGS FROM INSTRUCTION PROVIDED TO PARTICIPANTS VIA THE UVC SERVICE.
11. Copyright Infringement:
UVC follows the procedures of the Digital Millennium Copyright Act. We will respond to claims of copyright infringement that are reported in accordance with this Section. It is our policy, in appropriate circumstances, to deactivate or terminate the access of users who repeatedly infringe or are repeatedly charged with infringing on others’ copyrights or other intellectual property rights.
If you believe in good faith that your copyrighted work has been infringed by content posted on the UVC Service, please provide our designated copyright agent with a written notice that includes all of the following information:
- A description of the copyrighted work you believe to have been infringed;
- A description of the URL or other location on our Site of the material you believe to be infringing;
- Your name, mailing address, telephone number, and email address:
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you which you make under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
Our designated agent for notice of copyright infringement can be reached at:
Attn: Copyright Notice
5213 12th Street North
Arlington, Virginia 22205
12. Third Party Services, links:
The UVC Service may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources, or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD UNIVARCITY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES AND/OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, THAT ARE IN ANY WAY RELATED TO YOUR: (1) transactions and interactions, online or offline, with other users of the UVC Service; (2) breach of these Terms; (3) disputes with other users of the UVC Service; (4) your misstatements, misrepresentations, or violation of applicable law; (5) property damage or personal injury to third parties caused during the provision or receipt of any Services; or (6) Your Content. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.
14. Intellectual Property:
14.1 UVC Service: UVC and its licensors retain all right, title and interest in and to the UVC Service, the technology and software used to provide it, all electronic documentation and content available through the UVC Service (other than Your Content), and all intellectual property and proprietary rights in the UVC Service and such technology, software, documentation and content. Except for your rights to access and use the UVC Service set forth in these Terms, nothing in these Terms licenses or conveys any of our intellectual property or proprietary rights to anyone, including you. You agree that we will have a perpetual right to use and incorporate into the UVC Service any feedback or suggestions for improvement that you provide to us concerning the UVC Service, without any obligation of compensation.
14.2 UniVarCity Trademarks: UVC owns all rights in and to its trademarks, service marks, brand names and logos (the “UVC Marks”). If you are a Coach, UVC grants you, for so long as you are in good standing on the UVC Service, a limited, revocable, non-exclusive, non-transferable license to use the UVC Marks solely: (1) in the form incorporated into goods, including customizable marketing collateral (promo cards, signage, etc.), made available for purchase via the UVC Store and/or (2) in any other manner specifically authorized in writing via the UVC Service. As a condition of exercising such license, you agree that (1) all goodwill associated with your use of the UVC Marks inures solely to the benefit of UVC, and (2) such license immediately terminates upon your ceasing to be a Coach in good standing, whether at your own option or because UVC suspends or terminates your rights to use the UVC Service.
15. Warranty Disclaimer for UniVarCity Services:
The information and material s found on the UVC Service, including text, graphics, information, links or other items, re provided “as is” and “as available.” Reviews, profiles, advice, opinions, statements, offers, or other information or content made available through the UVC Service, but not directly by UVC, are those of their respective authors, who are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UVC DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF INFORMATION AND MATERIALS ON THE UVC SERVICE; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN UVC; (3) WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE UVC SERVICE WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UVC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE UVC SERVICE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY COACH THAT OFFERS COACHING OR INSTRUCTIONAL SERVICES VIA THE UVC SERVICE.
16. Limitation of Liability:
16.1 Exclusion of Certain Types of Damages: To the maximum extent permitted under applicable law, in no event will UVC be liable to you for any indirect, special, incidental or consequential damages or for any business losses, or loss of profit, revenue, contracts, data, goodwill, or other similar losses or expenses that arise out of or relate to the use of or inability to use the UVC Service, including without limitation damages related to any information received from the UVC Service, removal of your profile information or review (or other content) from the UVC Service, any suspension or termination of your access to the UVC Service, or any failure, error, omission, interruption, defect, delay in operation or transmission of the UVC Service, even if we are aware of the possibility of any such damages, losses or expenses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
16.2 Limit on Our Liability to You: EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL UVC’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO THE UVC SERVICES OR THESE TERMS EXCEED THE AMOUNT PAID BY YOU TO UVC (SPECIFICALLY EXCLUDING AMOUNTS PAID TO COACHES) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY OR, IF YOU HAVE NOT PAID ROVER FOR THE USE OF ANY SERVICES, THE AMOUNT OF $100.00 USD.
16.3 No Liability for non-UniVarCity Actions: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UVC BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIFIC, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE UVC SERVICE, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, THEFT, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE UVC SERVICE, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE UVC SERVICE, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU.
IF YOU HAVE A DISPUTE WITH A COACH OR PARTICIPANT, YOU AGREE TO RELEASE UVC FROM ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN NO EVENT WILL UVC BE LIABLE FOR DIRECT OR INDIRECT CONSEQUENCES OF A COACH OR PARTICIPANT FAILING TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
17. Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH UVC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
17.1 Arbitration Agreement Claims: This Section 17 is referred to as the “Arbitration Agreement” in these Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17.9 below, you and UVC (together, the “Parties”) agree that any and all disputes or claims that arise between you and UVC relating to the UVC Service, interactions with others on the UVC Service, and/or these Terms (including any alleged breach of these Terms) (collectively “Claims”), except for Excluded Claims (defined in the following sentence), will be resolved as set forth in this Arbitration Agreement. As used herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims arising out of or related to a violation of Section 4.1 above, (3) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents), and (4) claims that, as a matter of applicable law, cannot be made subject to arbitration.
17.2 Agreement to Arbitrate: Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17.9 below, you agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration rather than in court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties’ dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
17.3 Prohibition of Class and Representative Actions and Non-Individual Relief: YOU AND UVC ARGEE THAT UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH SECTION 17.9 BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACCTION OR PROCEEDING. UNLESS BOTH YOU AND UVC AGREE OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER UVC SERVICE USERS.
17.4 Pre-Arbitration Dispute Resolution: Before you commence arbitration, we suggest that you contact us to explain your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at email@example.com or by mail at UniVarCity LLC, Attn: Legal, 5213 12th Street North, Arlington, Virginia 22205. If the issue is not resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the rules and procedures to govern the arbitration.
17.5 Arbitration Procedures: The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration. If we cannot agree, then the arbitration will be conducted in English by a neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Jams Rules”), as modified by this Arbitration Agreement. The rules that apply are those in effect when arbitration is demanded by either of the Parties, and the JAMS rules are incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provision of these Terms as a court would, including without limitation, the limitation of liability provision in Section 16. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator will submit a decision in writing, specifying the findings of fact and the conclusions of law on which the decision is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.
The arbitration will be held in Virginia in the United States, or another mutually agreed location. If the value of relief sought is $10,000 USD or less, you or UVC may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and UVC subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or UVC, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State (Commonwealth) of Virginia, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different UVC users, but is bound by rulings in prior arbitrations involving the same UVC user to the extent required by applicable law. As limited by applicable law, these Terms and the applicable JAMS Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.
17.6 Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be shared equally by you and UVC, except where prohibited by applicable law. In addition, (1) if you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, UVC will pay your portion of such fees, and (2) if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, UVC will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be solely responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse UVC for all fees associated with the arbitration paid by UVC on your behalf that you otherwise would be obligated to pay under the JAMS rules.
17.7 Confidentiality: All aspects of the arbitration proceedings, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
17.8 Severability: If any term, clause, or provision of this Section 17 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 17 will remain valid and enforceable.
17.9 Opt-Out Procedure: You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section 17.9. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opto-Out Notice to UniVarCity, Attn: Legal, 5213 12th Street North, Arlington, Virginia 22205. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to register for the UVC Service to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. By opting out of binding arbitration you are agreeing to resolve Claims (including Excluded Claims) in accordance with Section 18.
17.10 Future Changes to this Arbitration Agreement: Notwithstanding any provision in these Terms to the contrary, you agree that if we make any changes to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against UVC prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against UVC prior to the effective date of removal.
18. Governing Law and Jurisdiction:
These Terms, and any dispute between you and UVC will be governed by the laws of the State (Commonwealth) of Virginia, without regard to principles of conflicts of law, except that the Federal Arbitration Act will govern the interpretation and enforcement of Section 17 (the Arbitration Agreement). Unless you and we agree otherwise, or except where prohibited by applicable law, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that arises between you and UVC must be resolved exclusively by a state or federal court located in the State (Commonwealth) of Virginia. You and UVC agree to submit to the personal jurisdiction of the courts located within Arlington, Virginia for the purpose of litigating all such claims or disputes.
Nothing in these Terms will be construed as making either party the partner, joint venturer, agent, legal representative, employer, worker, or employee of the other. Neither party will have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that will be binding on the other, except as provided for herein or authorized in writing by the party to be bound. These Terms are non-exclusive and do not prohibit Coaches from offering coaching services via other means or third parties. The invalidity, illegality or unenforceability of any term or provision of these Terms will in no way effect the validity, legality or enforceability of any term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closes to expressing the intention of the invalid or unenforceable term or provision, and these Terms will be enforceable as so modified. To the maximum extent possible under applicable local law, this Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.
For questions or concerns about the UVC Service or these Terms, please contact us at firstname.lastname@example.org.