Terms of Service

2. DEFINITIONS

The following capitalized terms will have the following meanings when used in this Agreement:

• 2.1 “Aggregated Data” refers to User Data and Customer Data with personally identifiable information (“PII”) removed.
• 2.2 “Applicable Laws” means and includes any and all applicable local, state, provincial, national or international laws, rules, or regulations.
• 2.3 “Application” means the Connect-ITZ / connect. application hosted by Company for Customer and End-Users and provided through a SaaS model, with available browser and native app formats.
• 2.4 “Authorized Person” means a person or organization with need-to-know Confidential Information who agrees to maintain confidentiality.
• 2.5 “Company Website” refers to Company’s website located at https://www.connect-itz.com.
• 2.6 “Customer Data” means data in electronic form input or collected through the Licensed Platform by or from Customers and/or their End Users.
• 2.7 “End User” means any individual who uses and accesses the Licensed Platform dashboard with permission from Customer, such as an employee, member, or independent contractor of Customer.
• 2.8 “Licensed Platform” means the functionality of the Platform and Application which Company is licensing and providing access through a SaaS model.
• 2.9 “Services” means the provision and use of and access to the Licensed Platform and functionalities incorporated therein.

3. LICENSE AND AUTHORIZATION TO ACCESS AND USE THE LICENSED PLATFORM AND SERVICES

3.1 License Grant. Company hereby grants to Customer a non-exclusive right and revocable license to use and access, and the right to authorize and provide access to End Users, to the Licensed Platform and Services set forth in an Order Form during the applicable Subscription License Term.

3.2 End Users. Customers may authorize End Users to access or use the Licensed Platform. Each End User must agree to Company’s policies, including the Privacy Policy and End User Terms of Use, as a condition of access.

3.3 Authorization Limitations and Restrictions. Customer shall not: rent, lease, sublicense, distribute, or transfer the platform; bypass security devices; transmit harmful code; attempt reverse engineering; or build a competitive product.

4. NO UPTIME GUARANTEE

Company does not guarantee any minimum uptime with respect to the Application or Licensed Platform. Company is not required to issue refunds or to make payments against credits under any circumstances.

5. PAYMENT

Customer will pay Company all fees for the Services described in the Order Form and/or subsequent monthly invoices in U.S. Dollars. Late fees of 1.5% per month or the applicable legal rate apply to past-due balances.

6. CUSTOMER DATA, PRIVACY AND DATA PROTECTION

Customer retains ownership of Customer Data. Customer grants Company the necessary limited license to host, process, and transmit data to provide the Services.

6.12 Communication Record Disclosure. To support the need for traceable communication, Connect provides authorized group administrators with the ability to request exports of communication records within their organization (such as message content, timestamps, and sender/recipient information), including to satisfy educational or statutory mandates such as Kentucky Senate Bill 181 (SB 181).

7. INTELLECTUAL PROPERTY & CONFIDENTIALITY

Company retains all right, title, and interest in and to the Licensed Platform, code, visual designs, and trademarks. Both Parties agree to maintain reasonable care protecting the confidential information of the other Party.

12. EXPORT

In offering access to and use of the Licensed Platform to End-Users located outside the United States, Customer shall comply with all export and foreign tax laws of the United States, and all laws of the country in which the Licensed Platform is accessed. Customer shall indemnify, defend and hold harmless Company and its Third-Party Providers from any and all violations of such laws.

13. REPRESENTATIONS & WARRANTIES

13.1 Mutual Representations and Warranties. Company and Customer each represent and warrant to the other that: (i) it is an entity duly formed, validly existing, and in good standing under the laws of its state or country of incorporation; (ii) it has all requisite power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (iii) this Agreement, when executed and delivered, is a valid and binding obligation of it, and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, liquidation, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; (iv) the execution, delivery, and performance of this Agreement have been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms; and (v) this Agreement, and the performance of Company and Customer’s obligations and duties hereunder, do not and will not at any time constitute a breach of any agreement or arrangement applicable to Customer.

13.2 By Company. Company further represents and warrants that Company will use commercially reasonable efforts to provide the Services in line with industry practices and to seek to prevent computer viruses, malware, bugs, malicious code or similar items from being introduced into Customer’s System and Software through the performance of the Services.

13.3 By Customer. Customer further represents and warrants that Customer has and will obtain all permissions and consents that are necessary in order to allow Company to perform the Services in accordance with this Agreement, including without limit, obtaining all necessary consents, licenses and permissions for Company to integrate, access and communicate with Customers System and Software and to grant the User Data License.

14. WARRANTY DISCLAIMER

EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 13 ABOVE, CUSTOMER ACCEPTS THE LICENSED PLATFORM AND SERVICES ARE BEING PROVIDED TO CUSTOMER “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NON-INVASION OF PRIVACY, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) COMPANY AND ITS THIRD PARTY PROVIDER AND LICENSOR HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR END USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY OR INVASION OF PRIVACY; (II) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PLATFORM OR SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR COMPLY WITH ALL APPLICABLE LAWS; AND (III) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PLATFORM OR SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE. COMPANY MAKES NO WARRANTIES WITH RESPECT TO THE THIRD-PARTY PROVIDER SERVICES.

15. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Company and the Company Associates (as defined below) against any all losses, penalties, judgments, suits, costs, claims, liabilities, damages, settlement and expenses including, without limitation, reasonable attorneys’ fees, costs and disbursements, arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the Licensed Platform or Services, including without limitation: (i) claims by End Users, Customer’s employees or Customer’s own customers; (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including User Data; (iii) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, video recordings, logos or other content uploaded to the Licensed Platform through Customer’s account or Customer’s End Users, including without limitation by User Data; (iv) claims based on Customer’s failure to acquire proper permissions or licenses for Company to access, use, communicate with and/or integrate with Customers Systems and Software and/or User Data; and (v) claims resulting from a breach of the Agreement by Customer. Customer’s obligations set forth in this Section 15 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Company will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. The “Company Associates” are Company’s officers, directors, members, managers, shareholders, parents, subsidiaries, agents, successors, and assigns.

16. LIMITATION OF LIABILITY

16.1 Dollar Cap. Company’s liability arising out of or related to this Agreement shall not exceed the lesser of: (I) the fees paid by Customer to Company during the previous six-month period under the applicable Order Form giving rise to such liability; or (II) the fees paid by Customer to Company during the previous three month period.

16.2 Exclusion of Consequential Damages. In no event will Company be liable to Customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement.

16.3 Clarifications & Disclaimers. The liabilities limited by this Section 16 apply: (I) to liability for negligence; (II) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (III) even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (IV) even if Customer’s remedies fail of their essential purpose. If applicable law limits the application of the provisions of this Section 16, Company’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Company’s liability limits and other rights set forth in this Section 16 apply likewise to Company Associates and Company’s Third-Party Providers and licensors.

17. TERM & TERMINATION

17.1 Subscription License Term. Unless this Agreement is terminated earlier in accordance with the terms set forth in this Section 17, this Agreement and each Subscription License shall commence on the Effective Date set forth in the first Order Form and continue for the period described in the Order Form (the “Initial Term”), provided, that, following the Initial Term, the Subscription License shall automatically renew for successive one (1) year terms (each, “Renewal Term”) until such time as one party provides the other party with no fewer than thirty (30) days advance written notice of its intent to terminate. “Subscription License Term” collectively means and includes the Initial Term and any Renewal Term(s).

17.2 Termination for Cause. Company may terminate this Agreement and Subscription License immediately upon the occurrence of any of the following events: (i) all or a substantial part of the assets of Customer are being sold or otherwise transferred to any person; (ii) Customer is being merged or consolidated with any other person; (iii) a receiver, trustee, or liquidator of Customer is appointed for any of its properties or assets; (iv) Customer admits in writing its inability to pay its debts as they mature; (v) Customer makes a general assignment for the benefit of creditors; (vi) Customer is adjudicated as bankrupt or insolvent; (vii) a petition for the reorganization of Customer or an arrangement with its creditors, or readjustment of its debts, or its dissolution or liquidation is filed under any law or statute; (viii) Customer becomes subject to the control of a competitor of Company in Company’s reasonable determination; or (ix) Customer breaches this Agreement or fails to perform any of its obligations hereunder. Customer shall promptly notify Company in writing of the occurrence of any of the events set forth in this Section.

17.3 Automatic Termination/Suspension. Due to the proprietary and valuable nature of Company’s rights in the Intellectual Property and Confidential Information associated with the Services and Licensed Platform, in the event that Customer or an End User breaches or exceeds any license or use rights of the Services or Licensed Platform or other Intellectual Property or confidentiality rights of Company, then Company shall be free, in Company’s sole discretion, to suspend the respective breaching party’s (be it Customer or the applicable End User) rights or access to the Services or Licensed Platform or terminate the agreement or applicable subscription license with respect to Customer or the End User upon written notice and without any opportunity for breaching Customer or End User having an opportunity to cure such breach. Company shall be free to seek all available legal and equitable remedies including without limitation injunctive relief.

17.4 Effects of Termination. Upon termination of this Agreement or a specific Subscription License, the Subscription License shall terminate and Customer and all End Users, as applicable, will cease all use of the Licensed Platform, and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (i) any obligation of Customer to pay fees incurred before termination; (ii) Section 10 (Intellectual Property & Feedback), Section 11 (Confidential Information), Section 14 (Warranty Disclaimer), Section 15 (Indemnification), and Section 16 (Limitation of Liability); and (iii) any other provision of this Agreement that must survive to fulfill its essential purpose, excepting therefrom any provision granting the right to access or utilize the Licensed Platform.

18. GENERAL TERMS AND CONDITIONS

18.1 Entire Agreement. This Agreement and the other terms referred to herein, including all Order Forms, set forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. This Agreement shall supersede any previous agreements, terms and conditions or understandings with respect to the order, sale and performance of the Services. To the extent that any of the provisions of an Order Form or statement of work and these Terms conflict, the provision of such Order Form or statement of work shall prevail and govern and control such conflict.

18.2 Independent Contractors. It is agreed that the relationship of the Parties is primarily that of licensor and licensee. During the Term, the parties shall have the relationship of independent contractors. Each party agrees that it shall not have any right to control the other Party, and shall not represent that it has any power, right or authority to control or bind the other Party or to assume or create any obligation or responsibility, express or implied, on behalf of the other party. The Parties agree that their relationship is not a joint venture, partnership, agency, employer, or franchise relationship, and that nothing in this Agreement should be construed as creating any such relationship.

18.3 Internet Delays. The Platform may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

18.4 Local Laws; Export Control. The Licensed Platform uses software and technology that may be subject to United States export, re-export or import control laws administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other countries. Company and its licensors make no representation that the Platform is appropriate or available for use in other jurisdictions. If Customer uses the Licensed Platform from outside the United States of America, it is solely responsible for compliance with all applicable laws, including without limitation export, re-export and import regulations of other countries. Any diversion of Licensed Platform content contrary to applicable law is prohibited.

18.5 Force Majeure. No delay, failure, or default, other than a failure to pay Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, gas or energy price fluctuations, pandemic, epidemic, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control. In no circumstances shall Customer’s financial hardship or condition constitute a force majeure event for purposes of this Agreement.

18.6 Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Company’s express written consent. This Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

18.7 Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by Applicable Law, and the remaining provisions of this Agreement will continue in full force and effect.

18.8 Waiver. Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provisions. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.

18.9 Governing Law; Prevailing Party Attorneys’ Fees. This Agreement shall be governed by the laws of the Commonwealth of Kentucky, without regards to conflicts of laws. The prevailing Party in any legal proceeding arising out of or related, directly or indirectly, to this Agreement will be entitled to an award of their reasonable attorneys’ fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to and at trial and for all levels of appeal.

18.10 Dispute Resolution. In the event that a dispute arises between the Parties with respect to this Agreement, authorized representative of Company and Customer will personally meet and/or discuss the dispute and they will both attempt to settle such dispute through consultation and negotiation in good faith. If the dispute still exists, the appointed executives of Company and Customer will meet to seek to resolve the dispute in good faith. If, after good faith negotiations, the Parties are unable to resolve the dispute, the Parties agree to submit the dispute to non-binding mediation. The Parties will mutually designate a mediator and share the costs of the mediation equally. The Parties may agree to replace mediation with some other form of non-binding alternative dispute resolution, such as neutral fact-finding or a mini-trial. The parties both reserve all rights and remedies available under this Agreement, and in law or in equity. If mediation is unsuccessful, the parties agree that the state or federal courts located in Lexington, Kentucky shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement or its subject matter or formation. All claims shall be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. TO THE EXTENT ALLOWED BY LAW, CUSTOMER WAIVES ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

18.11 Notice. All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each, “Notice”) shall be given in writing and delivered to the Company at its address below or to the Customer at the address set forth in the Order Form: (i) by personal delivery to the individual identified in the Order Form; (ii) by certified or registered mail (return receipt requested); (iii) by a nationally recognized courier with proof of delivery; or (iv) by electronic mail verified by return receipt or return electronic mail. The effective date of such Notice is the earlier of: (i) the date upon which any such Notice is personally received by the addressee; or (ii) five (5) business days after such Notice is sent in accordance with the terms of this Section. Any party hereto may change its address for receiving notices by written notice to the other party hereto in accordance with the terms of this Section. If to Company: MAP Sports Co-Mission, LLC d/b/a Connect-ITZ, Attn: Collier Mills, Manager, 1999 Richmond Road, Suite 300, Lexington, KY 40502.

18.12 Counterparts. This Agreement may be executed in counterparts and each of such counterparts will be deemed to be an original and all of such counterparts together will constitute a single agreement.

18.13 Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

18.14 Conflicts. In the event of any conflict between this Agreement and any Company policy posted online, including without limitation the Privacy Policy or End User Terms of Use the terms of this Agreement will govern.

18.15 Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

18.16 Survival. All covenants, agreements, representations, and warranties made in this Agreement shall survive the execution and delivery hereof, and shall continue in full force and effect so long as any of the obligations hereunder remain outstanding, unperformed, or unpaid.

18.17 Community Guidelines. Customer agrees to adhere to the Connect-ITZ Community Guidelines available at https://connect-itz.com/community-guidelines/, as may be modified by Company from time to time.

18.18 Amendment. Company reserves the right to modify these Terms at any time. Any modifications shall be effective upon the earlier of the posting by Company of the modified Terms at this URL or direct e-mail or other notification of the changes to Customer. No oral statements or representations will constitute any waiver or modification of any term or condition in the Terms. Customer agrees to review these Terms periodically so that it is aware of any modifications. Customer’s continued use or access of the Services shall be deemed Customer’s acceptance of the modified Terms.

Contact Us

If you have questions about these Terms of Service or need to reach our administrative team:

MAP Sports Co-Mission LLC
1999 Richmond Road, Suite 300, Lexington, KY 40502
Email: connect@connect-itz.com