Salmom Upstream, LLC

Developing and implementing real-world community solutions.

DELTASPORT APP USER AGREEMENT

DELTASPORT USER AGREEMENT

DELTASPORT USER AGREEMENT

Last Modified: March 18, 2022

Effective Date: March 18, 2022

  1. Overview.

    1.1. Introduction. This DeltaSport User Agreement (this “Agreement”) is an agreement betweenyou (referred to in this Agreement as “you”, “your”, or “yourself”) and Salmon Upstream, LLC, a Virginia limited liability company (referred to in this Agreement as “Salmon Upstream”, “we”, “us”, or “our”), the owner and operator of the DeltaSport website located at https://www.salmonupstream.com/deltasport-app/ (the “DeltaSport Website”) and the DeltaSport software and mobile applications (the “DeltaSport Apps”). The DeltaSport Website and the DeltaSport Apps are collectively referred to as the “DeltaSport Platform” (or simply as “DeltaSport”). You agree to read this Agreement carefully.

    1.2. Binding Contract. You acknowledge that this Agreement is a legally binding contract between you and Salmon Upstream and that it governs your access to and use of the DeltaSport Services. We may immediately terminate this Agreement or deny access to the DeltaSport Services (in whole or in part) at any time for any reason or no reason.

    1.3. Text Messages (SMS Messages) to Your Phone. You agree that the Salmon Upstream Parties may contact you by telephone or text messages (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice) at any of the phone numbers provided by you or on your behalf in connection with your User Account.

    1.4. Important Provisions. This Agreement includes important provisions affecting your legal rights and obligations, including, but not limited to: (i) a disclaimer of warranties and limitation of liability by Salmon Upstream (see Section 13 below), (ii) dispute resolution provisions that include a waiver of the right to a jury, a waiver of the right to participate in a class action or similar proceeding, a limitation of the period of time for bringing a claim against us, and an agreement that any court proceedings will take place only in the City of Lynchburg, Virginia (see Section 15 below), and (iii) an obligation for you to pay any expenses and liabilities (such as damages, costs, or legal claims) that the Salmon Upstream Parties suffer as a result of your violation of any of the provisions of this Agreement or your use of the DeltaSport Services (see Section 12 below). The previous examples are not comprehensive, and you are responsible for reading and agreeing to all of the provisions of this Agreement as a condition of your access to and use of the DeltaSport Services.

  2. Additional Policies. Our Privacy Policy, located at https://www.salmonupstream.com/deltasport-app-privacy-policy/ (our “Privacy Policy”), explains how we collect and use your information. Our Acceptable Use Policy, located at https://www.salmonupstream.com/deltasport-app-acceptable-use-policy/ (our “Acceptable Use Policy”), explains some of your responsibilities when using the DeltaSport Services. You understand and agree that the provisions of our Privacy Policy and our Acceptable Use Policy (collectively, our “Policies”) are incorporated into, and form a binding part of, this Agreement.

  3. Children.

    3.1. Children Under 13. If you are under the age of thirteen (13) years old, you are not allowed to use the DeltaSport Platform.

    3.2. Children Ages 13 to 17. In this Agreement, “Eligible Minor” (collectively, “Eligible Minors”) means an individual who is at least thirteen (13) years old but younger than eighteen (18) years old. If you are an Eligible Minor, in order to create and activate a User Account, you must complete a verification and approval process (the “Parental Approval Process”) where we obtain the written consent of your parent or legal guardian. If you initiate the creation of a User Account and you are an Eligible Minor, we will send you information about the Parental Approval Process, and your account will initially be suspended until the Parental Approval Process is completed. Until the Parental Approval Process is completed and you are registered in our system as an Authorized Minor, you are not allowed to use your User Account.

  4. Modification. As technology changes and as the DeltaSport Platform grows and develops, we may modify this Agreement and our Policies from time to time. When we modify this Agreement or our Policies, we will give you notice by posting or displaying the amended Agreement or Policies on the DeltaSport Website or in the DeltaSport Apps, and, if the changes meaningfully affect your rights or obligations, we may give you notice by e-mail (if we have your e-mail address). The amended Agreement and Policies will include an effective date, and they will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 14 and 15 will not apply to any disputes for which we and you have received actual notice on before such effective date. If you continue to access or use the DeltaSport Services after this Agreement or our Policies are amended, you agree to be bound by the revised Agreement and Policies. If you do not agree with the updated Agreement and Policies, you agree that you will promptly (1) discontinue your use of the DeltaSport Services, and (2) contact us to request that your User Account be closed.

  5. Definitions. In addition to terms defined in other parts of this Agreement, as used in this Agreement:

    5.1. “Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person.

    5.2. “Authorized Minor” (collectively, “Authorized Minors”) means an Eligible Minor whose parent or legal guardian has entered into a written authorization agreement for the Eligible Minor to use the DeltaSport Platform.

    5.3. “DeltaSport Parties” (each, a “DeltaSport Party”) means Salmon Upstream, its Affiliates, and the officers, directors, shareholders, members, managers, employees, contractors, attorneys, and agents of Salmon Upstream or of its Affiliates.

    5.4. “DeltaSport Services” means the DeltaSport Platform all related systems and services provided by Salmon Upstream, including without limitation all services provided by Salmon Upstream pursuant to this Agreement.

    5.5. “Person” (or “person”) means any individual, corporation, company, partnership, association, trust, unincorporated organization, court or government or political subdivision or agency thereof, any other business entity or legal entity, and any legal person.

    5.6. “Team Owner” means a person that is assigned the role of Team Owner with respect to a Team in the DeltaSport Platform.

    5.7. “User” (and “user”, collectively “Users” or “users”) means a person who accesses or uses the DeltaSport Services.

  6. Description of the DeltaSport Platform. The DeltaSport Platform is a social platform created specifically for sports leagues (including school leagues, recreational leagues, and clubs), teams, events, spectators, and fans, and we have designed DeltaSport to promote positive and healthy social interactions. Every DeltaSport user is assigned to one or more roles, such as Spectator, Team Member, Team Owner, or League Owner (each, a “User Role”) that allow the user to interact with the DeltaSport Platform and other users in various ways, including viewing scores and other information about Events, Teams, and Team Members, creating and sharing a Team Member profile, creating and sharing posts (including text, photo, or video content), sharing live video transmissions, posting comments, reacting to content (such as by “liking” a post), connecting with or following Teams, Team Members, or Events, exchanging messages with other Team Members, and creating and managing Leagues, Teams, and Events. You acknowledge and agree that we are not responsible or liable for the actions or inactions of users, Team Owners, League Owners, or any other person. If you join a Team in DeltaSport, or request to join a Team in DeltaSport, you acknowledge and agree that we may provide certain information about you to the applicable Team Owner and League Owner, including your name, contact information, profile picture, and Identity Verification Status.

  7. Identity Verification.

    7.1. Generally. In certain situations, such as for a parent or legal guardian to authorize the User Account of an Eligible Minor or to access certain content, you may be required to verify your identity (“Identity Verification”) by completing an identity verification process. In some situations, a Team Owner may choose for such Identity Verification to be performed by a third-party identity verification provider (an “Identity Verification Provider”) through a system integrated with the DeltaSport Platform (an “Integrated ID Verification System”) or through other methods selected by the Team Owner. If you complete Identity Verification through an Integrated ID Verification System, for each such Identity Verification we will record the type, scope, status, and date of that Identity Verification (collectively, your “Identity Verification Status”) as part of your Account Information, and we may share your Identity Verification Status with other users and Team Owners. You represent and warrant to the DeltaSport Parties and to every user and Team Owner that the information and documentation you provide in connection with any identity verification process or background check process will be true, complete, and accurate, that you will not provide any false, fraudulent, misleading, or counterfeit information or documents, and that you will not fail to disclose any material information requested in connection with any Identity Verification.

    7.2. Identity Verification Fee. If a Team Owner or an Identity Verification Provider requires you to pay a fee (an “Identity Verification Fee”) in connection with your Identity Verification, we may, as the Network Owner’s or the Identity Verification Provider’s limited payment collection agent, charge you the applicable Identity Verification Fee using your Payment Information. If you choose or are required to pay an Identity Verification Fee through the DeltaSport Platform, you agree that you will provide complete and accurate billing contact and payment information (your “Payment Information”) as part of your Account Information. Subject to our Privacy Policy, your Payment Information may be transmitted to and stored by a third-party payment processor. You are responsible for making full and complete payment for any applicable Identity Verification Fee. In no event are we responsible for any failure to process any payments. In the event of a charge back by a credit card issuer, or any similar action by a payment provider or processor (a “Charge Back”), you agree that we may suspend, close, or terminate your User Account. Except as otherwise expressly stated in this Agreement or as otherwise expressly determined by Salmon Upstream or the applicable Team Owner or Identity Verification Provider, all payments are final and non-refundable.

  8. Your User Account and Responsibilities.

    8.1. Registration. In order to use the DeltaSport Platform, you must register for and maintain an active personal account (a “User Account”). As part of the User Account registration process, you may submit to us certain personal information, such as your real name, photo, address, e-mail address, mobile phone number, and date of birth (or age range), and other information. Depending on your User Role, your User Account may include a profile (a “Profile”) that contains information, such as your name, photo, and other information that will be shared with and visible to other users. As used in this Agreement, “Account Information” means all information associated with a User Account, including any information that the user provides to us in connection with the User Account. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, we retain the right, in our sole discretion, to suspend or terminate your User Account and your access to the DeltaSport Services. You will not access or use, or attempt to access or use, any other person’s User Account. Unless otherwise expressly permitted by us in writing, you will only register for one User Account.

    8.2. Permission to Use the DeltaSport Services. Subject to your compliance with this Agreement and our Policies, we grant you permission to access and use the DeltaSport Platform and the DeltaSport Services made available to you. If you violate this Agreement or our Policies, your permission to use the DeltaSport Services will automatically terminate. Your permission to access and use the DeltaSport Services will also terminate automatically if your User Account is suspended, closed, or deleted. Your permission to access and use the DeltaSport Services is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We reserve the right, in our sole discretion, to refuse service and/or to suspend or terminate your User Account.

    8.3. Your Responsibilities. You are responsible for maintaining the confidentiality of the login credentials (such as password and e-mail address, mobile phone number, or username) used to access your User Account (your “Login Credentials”). You acknowledge and agree that you are responsible for any activities that occur through your User Account, whether or not authorized by you. You agree to immediately notify us of any security breach associated with your Login Credentials or your User Account and of any unauthorized use of your User Account. We will not be liable for your losses caused by any unauthorized use of your User Account, and you acknowledge and agree that you may be liable for the losses of the DeltaSport Parties or others due to such unauthorized use. You will not authorize third parties to use your User Account. You will not assign or otherwise transfer your User Account to any other person. You will only use the DeltaSport Services in compliance with all applicable laws. You must not use the DeltaSport Services in any manner that causes nuisance, annoyance, inconvenience, or property damage to any user or any other person.

    8.4. Third-Party Products, Services, and Content. The DeltaSport Platform is designed to be used or accessed in connection with third-party products, services, and content that we do not control and for which different terms of use and privacy policies apply. We do not endorse and are not responsible or liable for any content, information, products, or services provided by another user, Team Owners, League Owners, or other third parties.

    8.5. Network Access and Devices. It is your responsibility to obtain and maintain the mobile phone, e-mail, and internet access necessary to use the DeltaSport Platform and to obtain and update compatible devices necessary to access and use the DeltaSport Platform. We do not guarantee that the DeltaSport Platform will function on any particular operating systems or devices. Your internet service provider or mobile network’s data, phone call, and messaging rates and fees may apply when you access or use the DeltaSport Platform. The DeltaSport Platform may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

    8.6. Prohibited Activities. You agree that you will not engage in any of the following activities or permit or allow any other person to do so: (i) remove any copyright, trademark, or other proprietary notices from any portion of the DeltaSport Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the DeltaSport Services except as expressly permitted by us; (iii) decompile, reverse engineer, or disassemble the DeltaSport Services; (iv) mirror or frame any portion of the DeltaSport Services; (v) create or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the DeltaSport Services or unduly burdening or hindering the operation or functionality of any aspect of the DeltaSport Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the DeltaSport Services or its related systems or networks.

  9. User Content.

    9.1. Generally. As used in this Agreement, “User Content” means all Account Information and all content (including without limitation, text, photos, graphics, audio, video, and other materials) that a user uploads, posts, sends, submits, transmits, or otherwise transfers to or through the DeltaSport Services. You acknowledge and agree that we do not prescreen User Content and that we are not responsible for the content of any User Content, and we make no guarantees as to the validity, accuracy, or legal status of any User Content. Nevertheless, we may at any time, with or without notice to you, block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit any User Content.

    9.2. Your Content. You represent and warrant to the DeltaSport Parties that your User Content complies (and will at all times continue to comply) with the terms of this Agreement and our Policies. You acknowledge and agree that your User Content will be treated as non-confidential and non-proprietary, except as otherwise specifically provided in our Privacy Policy. You retain any ownership rights you have in your User Content, and nothing in this Agreement limits your right to use your User Content outside of the DeltaSport Services or your right to license or sell your User Content to others. In order for us to provide the DeltaSport Services to you and other users, subject to the terms of this Agreement and the Privacy Policy, you grant us a universal, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license (the “Content License”) to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your User Content in any and all media or distribution methods (now known or later developed). We will only share your User Content with third parties as permitted by the Privacy Policy. Subject to the Privacy Policy, the Content License permits us, for example, to facilitate your sharing of your User Content with other users.

    9.3. Third-Party Access. You understand and agree that some or all of your User Content may be accessed or viewed by other users, Team Owners, League Owners, and other third parties. You hereby grant to each user, Team Owner, and League Owner permission to access and view any of your User Content that is available to them through the DeltaSport Services (until the User Content is removed from the DeltaSport Services or the user, Team Owner, or League Owner no longer has access to the User Content through the DeltaSport Services). Some portions of the DeltaSport Services may include options or controls to limit the sharing or visibility of your User Content, and we will respect the choices you make using those options or controls. We will only share your User Content with third parties as permitted by this Agreement and our Privacy Policy.

    9.4. Third-Party Rights. You represent and warrant to the DeltaSport Parties: (1) that you have the right (and have obtained any and all necessary permissions, consents, and authorizations) to grant us the Content License and to grant all other rights and licenses granted in this Agreement, and (2) that the use of your User Content and the exercise of the Content License by the DeltaSport Parties (and their sublicensees) will not violate or infringe the Intellectual Property Rights (as defined below) or other rights of any person. In addition, you represent and warrant to the DeltaSport Parties: (a) that none of your User Content will contain third-party copyrighted material or material that is subject to other third-party Intellectual Property Rights unless you have written permission from the rightful owner of the materials (or you are otherwise legally entitled) to upload, post, send, submit, transmit, or otherwise transfer such materials as part of your User Content, to grant us the Content License, and to grant all other rights and licenses granted in this Agreement; and (b) that none of the User Content is false, slanderous, libelous, or in any way defamatory.

  10. Intellectual Property Rights.

    10.1. Generally. You acknowledge and agree that, except for User Content and except as otherwise expressly stated in this Agreement, Salmon Upstream (or its third-party licensors) own all Intellectual Property Rights in and to all content and materials displayed, transmitted, performed, included, or provided by us on or through the DeltaSport Services, including without limitation all text, titles, photos, graphics, logos, designs, audio and video transmissions and recordings, and other content (collectively, “DeltaSport Materials”). Except as otherwise expressly provided in this Agreement, we retain all rights in and to the DeltaSport Services and the DeltaSport Materials. As used in this Agreement, “Intellectual Property Rights” means intellectual property rights arising from or in respect of the following, whether protected, created, or arising under the laws of the United States or any other jurisdiction: (i) fictional business names, trade names, company and corporate names, trademarks and service marks (whether registered or unregistered), logos, Internet domain names, and trade dress rights, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”); (ii) inventions, patent applications, and patents issued therefrom in the United States and in all other countries, including all continuations, divisionals, continuations-in-part, inventions registrations, re-examinations, registrations, renewals, utility models, reissues and the like corresponding thereto; (iii) copyrights and registrations and applications therefor; (iv) proprietary and confidential information which constitute trade secrets, such as proprietary and confidential know-how, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, and databases (collectively, “Trade Secrets”); (v) publicity rights, including without limitation the right to use a Person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona for advertising, marketing, promotional, trade, business, and commercial purposes (collectively, “Publicity Rights”); and (vi) moral rights, privacy rights, and sui generis database rights.

    10.2. Our Trademarks. The names “Salmon Upstream” and “DeltaSport”, the DeltaSport logos, and the graphics, icons, logos, service names, designs, and layouts associated with the DeltaSport Services are the Trademarks of Salmon Upstream. You agree that you will not use any of our Trademarks (including as part of other Trademarks or Internet domain names) in connection with any product or service in any manner that is likely to cause confusion or cause dilution of our Trademarks. All other Trademarks are the property of the respective owners.

    10.3. Feedback. We encourage you to send us messages, feedback, or data, including, for example, ideas, comments, suggestions, or questions about the DeltaSport Services or any other product or service (collectively, “Feedback”). You agree not to send us any information or ideas that are sensitive or confidential, and you agree that any Feedback we receive from you will not be considered confidential. You grant us a universal, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your Feedback in any and all media or distribution methods (now known or later developed), and to exercise all Intellectual Property Rights in and to your Feedback. We will be entitled to use the Feedback for any commercial or other purpose whatsoever (including, for example, developing, improving, producing, providing, or marketing products and services) without compensation to you or any other person sending the Feedback, and we will not be under any obligation to tell you if and how we use the Feedback.

  11. Claims of Intellectual Property Infringement.

    11.1. Generally. We respect the Intellectual Property Rights of others, and we require each of our users to do the same. We take claims of infringement of Intellectual Property Rights seriously, and we reserve the right, in our sole discretion, to block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit (collectively, “Remove” or “Removing”) any User Content. In appropriate cases and in our sole discretion, we may Remove User Content if properly notified that such User Content infringes a third party’s Intellectual Property Rights. It is our policy, in appropriate circumstances, to disable or terminate the User Accounts of users who are repeat infringers. Without limiting any of our rights to take other action described in this Agreement, including without limitation, immediately Removing or modifying Infringing Content without notice, we will, within a reasonable period of time following our receipt in writing of a final, non-appealable court order finding that specific User Content infringes a third party’s Intellectual Property Rights (“Infringing Content”), Remove or modify such Infringing Content in the jurisdictions to which such order applies.

    11.2. Reporting Claims of Copyright Infringement.

    11.2.1. Digital Millennium Copyright Act (DMCA) Notice Procedures. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the DeltaSport Services infringe your copyright, you may request removal of those materials (or access thereto) from the DeltaSport Services by submitting written notification to the Salmon Upstream Intellectual Property Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice”) must include the following:

Your physical or electronic signature; Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the DeltaSport Services, a representative list of such works; Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address); A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law; A statement that the information in the written notice is accurate; and A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Salmon Upstream’s designated Intellectual Property Agent to receive DMCA Notices is:

Andrew B. Stockment

Flora Pettit PC

530 East Main Street

Charlottesville, VA 22902

434-979-1400

DMCA-clientnotices@fplegal.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the DeltaSport Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

11.2.2. DMCA Counter-Notification Procedures. If you believe that your User Content was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Salmon Upstream (a “DMCA Counter-Notice”) by submitting written notification to the Salmon Upstream Intellectual Property Agent (identified above). Pursuant to the DMCA, the DMCA Counter-Notice must include the following:

Your physical or electronic signature; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; · A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; Your name, address, and telephone number (and if you wish to facilitate our ability to contact you, your e-mail address); and A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if your address is outside of the United States, for any judicial district in which Salmon Upstream may be found), and that you will accept service of process from the person who provided us with the DMCA Notice at issue. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your DMCA Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the DeltaSport Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

11.3. Reporting Claims of Other Intellectual Property Infringement. If you believe any User Content accessible on or through the DeltaSport Services infringes your Intellectual Property Rights (other than your copyrights), you may request removal of the User Content from the DeltaSport Services by submitting written notification to the Salmon Upstream Intellectual Property Agent (designated above). The written notice (an “Infringement Notice”) must include all of the following:

Your physical or electronic signature. Identification and description of the Intellectual Property Rights you believe to have been infringed. If you are reporting a claim of trademark infringement, your written notice must identify the exact trademark, service mark, or other mark (and if the mark is anything other than standard characters, you must include a copy of the mark), a description of the goods or services for which you believe you have trademark rights, the registration number and office of registration (if applicable), and a description of the reason why you believe the User Content (“Alleged Infringing Content”)causes a likelihood of confusion with or dilution of your mark. Identification of the Alleged Infringing Content you believe to be infringing in a sufficiently precise manner to allow us to locate it. Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address). A statement that you have a good faith belief that use of the Alleged Infringing Content is not authorized by the owner of the Intellectual Property Rights, the owner’s agent, or the law. A statement that the information in the written notice is accurate. A statement, under penalty of perjury, that you are the authorized owner of the Intellectual Property Rights or that you are authorized to act on behalf of the owner of the Intellectual Property Rights. Upon receipt of an Infringement Notice, we may act in any manner that we deem reasonable and appropriate, including without limitation, temporarily or permanently Removing the Alleged Infringing Content described in such Infringement Notice. However, we will generally endeavor to provide a copy of the Infringing Notice to the user who is responsible for the applicable Alleged Infringing Content (the “Responsible Party”) and request that such Responsible Party provide a written response to the party alleging infringement (the “Asserting Party”) or to us, in which case we will forward such response to the Asserting Party, together with the Responsible Party’s contact information (name, address and e-mail address). If the Responsible Party’s response is not satisfactory to the Asserting Party, or the Responsible Party fails to respond within ten (10) business days of the date we forward the Infringement Notice, we may disclose, if known, the name, address, e-mail address, and other contact information of such Responsible Party to the Asserting Party, in which case, such Responsible Party and such Asserting Party will communicate directly to resolve the matters alleged in such Infringement Notice. Thereafter, but without limiting our rights to take any other action that we deem appropriate or reasonable (including Removing the Alleged Infringing Content), we will Remove or otherwise act with respect to the Alleged Infringing Content upon a written direction from both the Asserting Party and the Responsible Party or in accordance with Section 11.1 above.

WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR ANY OTHER CONTENT OR MATERIALS THAT ARE POSTED, DISPLAYED, OR TRANSMITTED BY ANY PERSON IN CONNECTION WITH THE DELTASPORT SERVICES (COLLECTIVELY, “THIRD-PARTY MATERIALS”) OR FOR ANY FAILURE TO REMOVE ANY THIRD-PARTY MATERIALS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO APPLICABLE LAW, ANY PERSON WHICH ALLEGES THAT ANY THIRD-PARTY MATERIALS INFRINGES ITS OR A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS EXPRESSLY AND FOREVER WAIVES ALL SUCH INFRINGEMENT CLAIMS AGAINST THE DELTASPORT PARTIES AND AGREES THAT ITS SOLE RECOURSE WITH RESPECT TO ANY SUCH CLAIMS WILL BE AGAINST THE PERSON OR ENTITY WHO POSTED OR IS OTHERWISE RESPONSIBLE FOR SUCH THIRD-PARTY MATERIALS.

WE HAVE NO RESPONSIBILITY OR LIABILITY TO ANY PERSON FOR REMOVING ANY THIRD-PARTY MATERIALS. EACH USER EXPRESSLY AND FOREVER WAIVES ALL CLAIMS AGAINST THE DELTASPORT PARTIES ARISING OUT OF OR RELATING TO THE TEMPORARY OR PERMANENT SUSPENSION OR REMOVAL OF ANY THIRD-PARTY MATERIALS.

You agree that if you knowingly materially misrepresent that User Content or activity on the DeltaSport Services is infringing Intellectual Property Rights, you will be held liable for, and will promptly reimburse us for, all costs and fees (including attorneys’ fees) and other damages and expenses we incur in reviewing, investigating, addressing, and responding to your written notice and the claims made in such notice.

  1. Indemnification. You will indemnify, defend and hold harmless the DeltaSport Parties (and their successors and assigns) from, against, and with respect to any and all liabilities, claims, losses, damages (including without limitation property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all mediation, arbitration, trials, and appeals), arising out of, related to, or resulting from: (i) your use of the DeltaSport Services, (ii) the use of the DeltaSport Services by any person using your User Account; (iii) your breach of this Agreement (including our Policies) or of any of your representations or warranties; (iv) any material misrepresentations by you; (v) your failure to provide true, complete, and accurate information and documentation in connection with any identity verification or background check; (vi) your negligence, willful misconduct, fraudulent acts, or criminal acts; (vii) your violation of any applicable laws; (viii) your User Content; or (ix) the DeltaSport Parties’ exercise of the Content License or use of your User Content.

  2. Disclaimers and Limitation of Liability – PLEASE READ CAREFULLY: This Section 13 limits the liability of the DeltaSport Parties. The provisions of this Section apply to the maximum extent permitted under applicable law. Some jurisdictions do not permit the limitation of liability in contracts or the disclaimers of implied warranties, so some or all of the provisions of this Section may not apply to you.

    13.1. You understand and agree that we are not responsible or liable for the acts or omissions of users, Team Owners, League Owners, or other third parties. You may be introduced to a third party that may pose a risk of harm to you or others. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF EVERYONE IN YOUR RIDE GROUP AND YOUR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS, HEREBY FOREVER RELEASE, ACQUIT, DISCHARGE, AND AGREE NOT TO SUE OR INSTITUTE ANY LEGAL ACTION AGAINST THE DELTASPORT PARTIES FROM, AGAINST, AND WITH RESPECT TO, ALL CLAIMS, ACTIONS, LIABILITY, OBLIGATIONS, DAMAGES, CAUSES OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING FROM, RELATED TO, OR ASSOCIATED WITH: (1) ANY ACTS OR OMISSIONS OF OTHER USERS, TEAM OWNERS, LEAGUE OWNERS, ANY IDENTITY VERIFICATION PROVIDER, OR ANY AFFILIATES OF THE FOREGOING, OR OF ANY OTHER PERSON, OR (2) ANY TRANSACTION BETWEEN YOU AND A THIRD PARTY.

    13.2. You understand that we cannot and do not guarantee or warrant that User Content, files, or other content or materials available for downloading from the Internet or transmitted through the DeltaSport Services will be free of viruses, malware, or other destructive code. You are responsible for implementing sufficient procedures and safeguards to satisfy your particular requirements for anti-virus and anti-malware protection and for maintaining a means external to the DeltaSport Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT, DAMAGE, OR DELETE YOUR DEVICES OR DATA DUE TO YOUR USE OF THE DELTASPORT SERVICES OR YOUR ACCESSING OR DOWNLOADING ANY USER CONTENT, DELTASPORT MATERIALS, OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE DELTASPORT SERVICES OR LINKED TO FROM THE DELTASPORT SERVICES.

    13.3. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY OF ANY KIND TO YOU OR OTHERS AS A RESULT OF ANY LOSS, THEFT, DELETION, DESTRUCTION, ALTERATION, OR CORRUPTION OF, DAMAGE, UNAUTHORIZED ACCESS TO, OR FAILURE TO TRANSMIT, STORE, BACKUP, OR ENCRYPT ANY USER CONTENT OR ANY DATA OR FILES STORED ON ANY DEVICE USED TO ACCESS THE DELTASPORT SERVICES.

    13.4. YOUR USE OF THE DELTASPORT SERVICES AND THE DELTASPORT MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES) IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DELTASPORT SERVICES AND THE DELTASPORT MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

    13.5. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DELTASPORT PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE RELATING TO THIS AGREEMENT, THE DELTASPORT SERVICES, THE DELTASPORT MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES), THE CONNECTED SERVICES, AND ANY PRODUCTS OR SERVICES PROVIDED BY USERS, SERVICE PROVIDERS, OR NETWORK OWNERS. NONE OF THE DELTASPORT PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF THE DELTASPORT SERVICES, THE DELTASPORT MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES), OR ANY PRODUCTS OR SERVICES PROVIDED BY USERS, TEAM OWNERS, LEAGUE OWNERS, OR OTHER THIRD PARTIES. WITHOUT LIMITING THE FOREGOING, NONE OF THE DELTASPORT PARTIES REPRESENTS OR WARRANTS THAT THE DELTASPORT SERVICES, THE DELTASPORT MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE DELTASPORT SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE DELTASPORT SERVICES, THE DELTASPORT MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE DELTASPORT SERVICES) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    13.6. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE DELTASPORT PARTIES WILL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) THE USE OF THE DELTASPORT SERVICES BY YOU OR ANY OTHER PERSON, OR (B) THE OPERATION OR MALFUNCTION OF THE DELTASPORT SERVICES, REGARDLESS OF WHETHER OR NOT YOU, THE DELTASPORT PARTIES, OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    13.7. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE DELTASPORT PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL AMOUNT PAID BY YOU TO SALMON UPSTREAM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON‑INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.

    13.8. You acknowledge and agree: (a) that none of the DeltaSport Parties nor any person or entity acting, or purporting to act, on behalf of Salmon Upstream has made any representations to you other than those representations expressly made by Salmon Upstream in this Agreement, and (b) that in connection with your acceptance of this Agreement, you have not relied upon any representations made by any of the DeltaSport Parties or any person or entity acting, or purporting to act, on behalf of Salmon Upstream other than those representations and warranties expressly made by Salmon Upstream in this Agreement.

    13.9. SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS Section 13. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING IN THIS SECTION MAY NOT APPLY TO YOU.

  3. Governing Law and Interpretation. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regard to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, you and Salmon Upstream expressly agree (a) that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”) is expressly excluded from this Agreement, (b) that any and all terms contained in UCITA will have no force or effect on any portion of this Agreement, and (c) that UCITA does not apply to this Agreement or the DeltaSport Services. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by Salmon Upstream and you, and no presumptions or burden of proof will arise favoring or disfavoring Salmon Upstream or you by virtue of authorship of any of the provisions of this Agreement. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Throughout this Agreement, the referents of masculine, feminine, and gender neutral pronouns will not be limited to referents of the specified gender. The words “include”, “includes”, and “including” are not limiting, the word “or” is not exclusive, and the words “herein”, “hereunder”, and “hereof” refer to this Agreement (including our Policies). We retain all rights at law and in equity to enforce the provisions of this Agreement in accordance with applicable laws.

  4. Dispute Resolution – PLEASE READ CAREFULLY: This Section 15 includes important provisions that affect your legal rights, including, for example, a waiver of the right to a jury, a waiver of the right to participate in a class action or similar proceeding, a limitation of the period of time for bringing a claim against us, and an agreement that all court proceedings will take place only in the City of Lynchburg, Virginia.

    15.1. Initial Dispute Resolution. We believe you will have a positive experience using the DeltaSport Platform and all of the DeltaSport Services, and we invite you to contact us about any questions or issues you experience. We want to address any concerns you may have about the DeltaSport Services without needing to engage in a formal legal process. As used herein, “Dispute” (collectively, “Disputes”) refers to any controversy, disagreement, dispute, cause of action, or claim. You and Salmon Upstream agree to attempt to resolve any Dispute through an informal dispute resolution process (the “Informal Dispute Resolution Process”) and agree to work in good faith to settle and resolve any Dispute before joining or filing a lawsuit. Either you or Salmon Upstream may initiate the Informal Dispute Resolution Process by sending written notice requesting informal dispute resolution and describing the Dispute in detail (the “Informal Resolution Request”) to the other party, as follows (a) if to Salmon Upstream, by Certified Mail to: DeltaSport Dispute Resolution, c/o Andrew Stockment, P.O. Box 2057, Charlottesville, VA 22902; or (b) if to you, by using any of the contact information in your Account Information. As part of the Informal Dispute Resolution Process, you and we agree to work in good faith to settle any Dispute directly through consultation and good faith negotiations, which is a prerequisite to either you or Salmon Upstream joining or initiating formal legal proceedings (except for claims brought by Salmon Upstream pursuant to Section 15.3 below). If you and Salmon Upstream do not reach a mutually agreed resolution within a period of thirty (30) days from the date the Informal Resolution Request is given pursuant to this Section 15.1 (the “Informal Resolution Period”), then either you or Salmon Upstream may initiate formal legal proceedings. You and Salmon Upstream expressly waive the right to assert or request, and agree not to assert or request, any claims or remedies (including any amounts of monetary damages) in any lawsuit or court proceeding that were not first asserted or requested through the Informal Dispute Resolution Process during the Informal Resolution Period. You and Salmon Upstream may, by mutual agreement, extend the Informal Resolution Period.

    15.2. Class Action Waiver and Right to Opt-out.

    15.2.1. WE AGREE THAT WE MAY BRING CLAIMS AGAINST YOU, AND YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE DELTASPORT PARTIES, ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST YOU OR AGAINST ANY OF THE SALMON UPSTREAM PARTIES AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. Unless both you and Salmon Upstream agree, no judge or court may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The judge or court may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

    15.2.2. You have the right to opt-out of the above class action waiver provision by completing, signing, and mailing the Opt-out Notice form located at https://www.salmonupstream.com/deltasport-app-opt-out-notice/ within sixty (60) days after the date you created your User Account. In order for the Opt-out Notice to be valid and effective, it must be completed in its entirety and signed by you, and you understand and agree that you are responsible for retaining proof of mailing and delivery. If you exercise your option to opt out as provided in this paragraph, then Section 15.2.1 above will not apply and will not be considered a part of this Agreement.

    15.2.3. If (a) you exercise your opt-out right pursuant to Section 15.2.2 above, or (b) you or we are permitted by law or by any court to proceed with a class or representative action against you or any of the Salmon Upstream Parties, then you and we agree that: (i) the prevailing party will not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this Agreement); and (ii) the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.

    15.3. Injunctive Relief. You acknowledge and agree that any violation of our Policies may cause irreparable harm to the DeltaSport Parties (or other users or third parties), for which monetary damages would not be an adequate remedy. Therefore, notwithstanding Section 15.1 above, you agree that: (a) we will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or potential violation by you of our Policies; (b) we will be entitled to such injunctive relief without any obligation (i) to post a bond or other security, (ii) to prove actual damages or to prove that monetary damages will not provide an adequate remedy, or (iii) to participate in the Informal Dispute Resolution Process or wait until the end of the Informal Resolution Period before ; and (c) you will not oppose or otherwise challenge the appropriateness of injunctive relief or the entry by a court of competent jurisdiction of an order granting injunctive relief.

    15.4. Venue for Judicial Actions. Any and all claims and Disputes arising out of or relating to (a) this Agreement, (b) the DeltaSport Platform, the DeltaSport Materials, or any of the DeltaSport Services (or the use of any of the foregoing by you or any other person), (c) the performance or non-performance by you or us of any of obligations under this Agreement, or (d) actual or alleged infringement by you, any of the DeltaSport Parties, or the DeltaSport Materials or the DeltaSport Services of any Intellectual Property Rights, will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in the City of Lynchburg, Virginia, United States and the applicable appellate courts therefrom. YOU AND Salmon Upstream BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR WE MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.

    15.5. Service of Process. To the fullest extent permitted by law, if your Account Information does not contain your current and accurate physical address (or if we are unable, after reasonable efforts, to effect service of process on you at such physical address), you hereby irrevocably agree to accept service of process by any means of communication associated with your User Account or through any contact information in your Account Information, including without limitation, service by U.S. mail, e-mail, SMS, push notifications, or alerts displayed or sent to you through the DeltaSport Platform, or social media messages, posts, or tweets, and you waive any objections to service of process by such methods.

    15.6. Time Period for Bringing Claims. TO THE FULLEST EXTENT PERMITTED BY LAW: YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE DELTASPORT PLATFORM, the DeltaSport Materials, OR ANY OF THE DELTASPORT SERVICES (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY US OF ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE DELTASPORT PARTIES, the DeltaSport Materials, OR THE DELTASPORT SERVICES OF ANY INTELLECTUAL PROPERTY RIGHTS, WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE, file, or maintain ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS.

    15.7. Waiver of Jury Trial. You and we desire to avoid the additional time and expense related to a jury trial of any disputes arising under this Agreement. THEREFORE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THAT CANNOT BE WAIVED: YOU AND WE IRREVOCABLY AND UNCONDITIONALLY WAIVE and covenant they you and Salmon Upstream will not assert (whether as plaintiff, defendant, or otherwise) any right to trial by jury in any legal action, proceeding, cause of action, claim, or COUNTERCLAIM (WHETHER BASED IN TORT, BREACH OF CONTRACT, OR otherwise) arising in whole or in part under, or in connection with, (A) THIS AGREEMENT, (B) THE DELTASPORT PLATFORM, the DeltaSport Materials, OR ANY OF THE DELTASPORT SERVICES (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY US OF ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE DELTASPORT PARTIES, the DeltaSport Materials, OR THE DELTASPORT SERVICES OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU AND WE AGREE THAT YOU OR SALMON UPSTREAM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR AGREEMENT BETWEEN YOU AND SALMON UPSTREAM. You and we FURTHER AGREE TO IRREVOCABLY WAIVE the RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION AND ANY SUCH ACTION WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. YOU and We ACKNOWLEDGE AND AGREE THAT THE FOREGOING WAIVER AND COVENANT ARE KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, ARE DESIRED BY both you and Salmon Upstream, AND ARE IN THE INTEREST OF BOTH PARTIES. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE DELTASPORT PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT WE WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

  5. Notice to Us. Except as otherwise provided herein or as otherwise directed by us from time to time, you may provide notice to us in writing at the following address: Salmon Upstream, LLC 144 Beacon Hill Place, Lynchburg, VA 24503, and such notice will be deemed given when we receive it.

  6. Force Majeure. We will not be deemed in violation of this Agreement if we are prevented from performing any of our obligations under this Agreement by reason of any of the following (each, a “Force Majeure Event” ): acts of God; fire, earthquake, tsunami, volcanic eruption, windstorm (including tornado or hurricane), or other natural disasters; epidemics, pandemics, or other outbreaks of disease; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, or explosion; government order or law; actions, embargoes or blockades; action by any government authority; national, state, or local emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; shortage of adequate utility services or transportation facilities; Internet or telecommunications slow-downs, disruptions, delays, or failures; any other events or circumstances which are not within our reasonable control. The provisions of this paragraph apply to any Force Majeure Event, whether in effect now or occurring at any time in the future, and regardless of whether such Force Majeure Event was known or was foreseeable.

  7. Termination. We reserve the right, without any liability to you, to Remove your User Content (in whole or in part), to modify, disable, or delete your username, to suspend, close, delete, or terminate your User Account, or to suspend or terminate your permission to access and use the DeltaSport Platform or the DeltaSport Services for violation of this Agreement (including our Policies) or for any other reason. If you wish to end your relationship with us, you may close your User Account at any time. We reserve the right to retain historical records and information related to your User Account for financial, security, legal, and other purposes. This Agreement and all rights, licenses, and permissions granted by us to you will automatically terminate upon the suspension, closing, deletion, expiration, or termination of your User Account or of this Agreement. Any termination, cancellation, or expiration of this Agreement notwithstanding (and notwithstanding the suspension, closing, deletion, or termination of your User Account or your stopping using the DeltaSport Services), Sections 8.6, 9, 10, 11, 12, 13, 14, 15, 16, and 19, and any provisions which are by their terms intended to survive and continue, will survive and continue in force.

  8. Miscellaneous. Nothing in this Agreement will be construed as creating any partnership, joint venture, franchise, employment relationship, or agency relationship in any way between you and any of the DeltaSport Parties. You will not have apparent or actual authority to bind any of the DeltaSport Parties to any debt, contract, or other arrangement. This Agreement (including our Policies) constitutes the entire agreement between you and Salmon Upstream pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements between you and us pertaining to the subject matter hereof. If any term or provision of this Agreement is finally determined by a court of competent jurisdiction to be void, unenforceable, invalid, or otherwise contrary to law or equity, such provision will be enforced to the extent permitted by law, and such determination will not affect any other term or provision of this Agreement. No waiver of any term or condition of this Agreement by any party will be deemed a continuing or further waiver of the same term or condition or a waiver of any other term or condition of this Agreement. This Agreement is personal to you. Except for the third-party access permissions granted by you pursuant to Section 9.3 above, nothing in this Agreement is intended, or will be deemed, to confer any rights or remedies upon any person other than you and the DeltaSport Parties. You will not assign, delegate, or subcontract any of your rights or obligations under this Agreement without our prior written consent, and any attempt to do so without such consent will be void. You acknowledge and agree that we may assign, delegate, or subcontract any or all of our rights or obligations hereunder. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

  9. Contacting Us. If you have any questions about this Agreement, our Policies, the DeltaSport Services, or your User Account, you may contact us by e-mail at DeltaSportApp@gmail.com.