a. This Cloud9 Training Grounds Terms & Conditions Agreement (the “Agreement”) is a legal document that explains your rights and obligations as a participant in the Cloud9 Training Grounds program (“Program”) and governs your participation in the Program. Any reference to “you” and/or “your” shall include references to the child as well as their applicable parents/guardian(s) whose name appears on the Program application.
b. The Program is a place for kids to meet other kids who are Cloud9 fans, play games with each other, and learn how to encourage, support, and respectfully engage with others. The program organizes team and player coaching for members. For more details about the Program, or if you have any questions, please contact Mae Gabbert, Training Grounds Manager, email@example.com (“Contact”). The Contact may be changed by Cloud9 in its sole discretion.
e. To the extent that you use third-party websites and/or applications to access the Program (e.g., Discord, email), you shall comply with all terms and conditions, privacy policies, and other applicable rules related to said websites and/or applications. Cloud9 is not responsible for monitoring or ensuring your, or any third party’s, compliance with such terms and rules. You are wholly liable for your use of such websites and applications.
a. The term of this Agreement (the “Term“) commences on the day Cloud9 notifies you that you have been accepted into the Program. The Term will end on August 15 of the year in which you graduate high school, unless you or Cloud9 decide to end the Term earlier.
b. You can end the Term earlier by notifying the Contact by email; the Term shall end as soon as Cloud9 receives your email and deactivates your account, which Cloud9 agrees to do as soon as it reasonably can. Cloud9 can end the Term earlier by notifying you or your parents by email.
a. Consideration. In consideration for the covenants and promises made by you in this Agreement and in connection with the Program, including those made under this Agreement, Cloud9 provides you with access to the Program. You acknowledge and agree that by participating in the Program, you will receive access to information and education to which you otherwise are not entitled. You acknowledge the sufficiency of such consideration.
b. No Payments Owed. You are not entitled to any financial compensation or equipment from Cloud9. You are not required to pay Cloud9 for your participation in the Program.
c. Meet and Greets. Cloud9 may host meet-and-greets or other in-person events during the Term. Cloud9 is not responsible for any costs or expenses associated with your attendance.
Your Duties and Responsibilities.
a. In order to access and use the Program, you may be given a one-time use invitation provided to you by Cloud9, and use a password protected account that you create. You will take reasonable measures to safeguard all account passwords, invitations, and log-in information. You are responsible for all activity performed by and under your applicable account(s) in connection with the Program, whether authorized by you or not.
b. You agree not to use the Program to:
violate any local, state, national or international law or regulation;
transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
stalk, harass, bully, or harm another individual
violate any applicable code(s) of conduct;
engage in any malicious purpose;
transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
knowingly transmit any material that contains adware, malware, spyware, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
modify, circumvent or interfere with any security feature of, the Program or applicable website/application, or attempt to do so;
sublicense, distribute or otherwise transfer the licenses for any “Content” (defined below);
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, or to distribute false, misleading, or fraudulent information;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the applicable website/application or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
modify, adapt, translate or create derivative works based upon the website or any part thereof, except and only to the extent expressly permitted by Cloud9 herein or to the extent the foregoing restriction is expressly prohibited by applicable law;
interfere with or disrupt the Program, applicable website(s), application(s) or servers or networks connected thereto, or disobey any requirements, procedures, policies or regulations of networks connected thereto; or
alter or modify any content or component of the Program or applicable website(s) or applications, other than as expressly permitted.
Intellectual Property. You acknowledge that, as between you and Cloud9, Cloud9 owns all right, title, and interest in and to the Program. Except to the extent set forth herein, (a) Cloud9 does not grant to you any license, express or implied, to Cloud9’s Content, Marks (the “Intellectual Property Rights”) and (b) nothing in the Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other party. Cloud9, on behalf of itself and its licensors, expressly reserves all Intellectual Property Rights not expressly granted hereunder. The Program may include materials that are or may be found to be in the public domain under applicable laws. Cloud9 makes no representation or claim of copyright ownership to any such materials. The Program may contain links to third-party websites and other Internet resources that are not owned or controlled by Cloud9 (“Third-Party Materials”). Cloud9’s provision of a link to any Third-Party Materials is for your convenience only and does not signify Cloud9’s endorsement of such other website or resource or its contents. Cloud9 shall have no responsibility or liability for any content, information, software, materials or practices of any third-party materials including any product or service advertised or offered by a third-party through the curriculum or any linked website or featured in any advertising.
To the extent you play any game in connection with the Program, you acknowledge that you are responsible for obtaining and maintaining any and all licenses to play said game. You further represent and warrant that you shall comply with any and all terms of conditions of said license, as well as the applicable code of conduct codified by the applicable publisher or developer with respect to said game.
Information Ownership and Accuracy.
a. User Submissions.
The content in the Program, other than “User Submissions” (defined below), including, without limitation, videos, clips, photos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “Content”) and the “Cloud9, “London Spitfire”, “Hurricane” word marks and the related design mark(s), as well as certain other of the names, logos and materials displayed on or through the Program that constitute trademarks, tradenames, service marks or logos associated with Cloud9 and/or the Cloud9 brand (collectively, the “Marks”) are owned by Cloud9 or its licensors and are subject to copyright, trademark and other intellectual property rights under U.S. and international laws. Except as expressly authorized by these terms or as otherwise expressly authorized by Cloud9 through the Program, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Program or any portion of the Program, including, without limitation, the Content and the Marks. The Program is provided for your personal, non-commercial use only. You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
The Program may enable you, among other things, to post and share comments, photos, messages and other content (collectively, the “User Submissions”). Such User Submissions will generally be available to all participants in the Program. When you provide Cloud9 with a User Submission, you grant to Cloud9 and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose. You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions. You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the Program that you do not want to be viewed by others. Cloud9 reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Program.
You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to Cloud9 the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third-party.
Cloud9 disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against Cloud9 with respect to such User Submissions.
b. Feedback. You agree that Cloud9 and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the Program including Feedback that you or your parents send to Cloud9, Cloud9’s affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Cloud9 has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
c. No Guarantee of Accuracy/Completeness. Cloud9 is not responsible for the accuracy or completeness of information distributed in the Program.
a. You are instructed to not submit any personal identifying information (e.g., legal name, address) (“Personal Information”) to Cloud9 via the applicable program website(s) or program applications over which Cloud9 has control (with the sole exception of providing the necessary contact information for you, the parent/guardian, to the extent required to submit your application to Cloud9). Subject to the foregoing exception, do not disclose any Personal Information while using any applicable website(s) or applications over which Cloud9 has control. In the event you submit such Personal Information to Cloud9 via the applicable website(s) or applications over which Cloud9 has control, and Cloud9 becomes aware of such submission, Cloud9 will use commercially reasonable efforts to comply with all applicable laws regarding the collection, use and disclosure of Personal Information. You shall reasonably cooperate with Cloud9’s specific requests as necessary to facilitate such compliance.
b. In the event you submit Personal Information to Cloud9 by any means, you and your parent/guardian have the right to request that Cloud9 delete or destroy such information from its records; to do so, please email Cloud9 and reasonably cooperate with Cloud9’s efforts to delete or destroy the applicable information. Cloud9 will not disclose any Personal Information to any third-party without your parent/guardian’s consent.
Confidentiality & Non-Disparagement.
You shall not, either during or subsequent to the Term of this Agreement, directly or indirectly divulge the “Confidential Information” (defined below), nor will you disclose the Confidential Information to anyone other than an employee, contractor or agent of Cloud9 or use the Confidential Information in any way, other than in performing this Agreement. Confidential Information means proprietary and confidential business, strategic, and competitive information of Cloud9, its subsidiaries, or its affiliates, as well as all information and materials disclosed (whether in oral, written, or other tangible or intangible form, including but not limited to skype messages, texts, and voice communications) by Cloud9, including the contents of the Program (the “Confidential Information”).
You will take such steps as may be reasonably necessary to prevent the Confidential Information from being disclosed or made available to others. Confidential Information includes, without limitation, any information regarding Cloud9’s trade secrets, inventions, know-how, financial status, strategic plans, internal communications, in-game strategies or tactics, marketing plans, methods, designs, pricing and clients, products, services, vendors, employees, policies or practices, Cloud9’s strategies, tactics, and competitive data, or any other information which is not generally known to the trade or to the public. The Confidential Information shall not be disclosed by you any other persons. This restriction shall not apply to any of the following information: (i) information that is known to you prior to the disclosure by Cloud9; (ii) information that has become publicly known through no wrongful act of you; (iii) information that has been rightfully received from a third-party without restriction on disclosure and without breach of this Agreement; (iv) information that has been approved for release by written authorization of the Cloud9; or (v) information that has been furnished by Cloud9 to a third-party without a similar restriction on disclosure.
You agree that you will not, privately or publicly, disparage, or make derogatory, pejorative or offensive remarks about Cloud9, the Program, or any person or entity affiliated with any of the foregoing. Notwithstanding the foregoing, in the event you truthfully answer questions posed by any governmental agency or the like (including without limitation, truthfully testifying or answering questions under oath), the same shall not be deemed a breach of this Agreement. The terms and conditions of this section shall survive the termination or expiration of this Agreement for a period of five (5) years.
Indemnification. You agree to indemnify Cloud9, Cloud9’s successors, licensees and assignees, and the employees, shareholders, partners, officers, attorneys and agents thereof, harmless from and against any and all third-party losses, costs (including without limitation reasonable attorneys’ fees), liabilities, damages and claims of any nature arising from any breach or alleged breach by you of this Agreement, any representation or warranty made by you under this Agreement, or if your actions or statements cause Cloud9 to be sued by a third-party.
Disclaimer of Warranties and Limitation of Liability.
a. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS MADE AVAILABLE TO YOU “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, Cloud9 WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY INFORMATION OR DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF THE PROGRAM; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PROGRAM; (D) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, CODES OF A DESTRUCTIVE NATURE, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE PROGRAM BY ANY THIRD-PARTY; OR (E) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION OR DATA POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE PROGRAM.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Cloud9 WILL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF ANY DELAY IN RENDERING SERVICE, LOSS OF DATA, LOSS OF USE OR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Cloud9’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH Cloud9’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED FIVE HUNDRED DOLLARS ($500).
d. You release, acquit and forever discharge, to the fullest extent permitted by applicable law, Cloud9 and Cloud9’s affiliates from and against any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims and demands arising on or before the effective date of this Agreement.
e. During the Program, you may be provided with links to third-party websites and/or services. Cloud9 is not responsible for examining or evaluating the content or accuracy of such websites and/or services. You will not hold Cloud9 liable for anything arising out of or in relation to such third-party websites and/or services including your use thereof.
a. To the full extent permitted under the law, you, your personal representatives, successors and assigns, hereby assume all risk of injury or damages to your person or property, including death, while voluntarily choosing to be involved in the photography, video and/or audio sessions related to the Agreement, and any activities contemplated by this Agreement and/or the Program. You release Cloud9, and each of their representatives, agents, employees, officers, directors, shareholders, landlords and lessors from and against any claim, demand, suit, judgment, cost or fees, including reasonable attorneys’ fees, damages, or other liabilities relating to or arising out of activities connected with this Agreement and the Program.
b. You further acknowledge and agree that Cloud9 shall not be liable to you or applicable third-party, for statements, communications, and other acts made or performed by other participants in the Program. Cloud9 shall have no responsibility to monitor and/or control, or other liability related to, the statements, communications, and/or acts of other Program participants.
Applicable Law. This Agreement shall be governed by the laws of California applicable to agreements made in and wholly performed in that jurisdiction, and you submit and consent to the jurisdiction of courts present in that jurisdiction in any action brought to enforce, or otherwise relating to, this agreement.
Survival of Terms. Those provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
a. Independent Contractors. It is the intention of Cloud9 and you that Cloud9 and you are, and will be deemed to be, independent contractors with respect to the subject matter of the Agreement and Program, and nothing contained in the Agreement and/or Program will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Cloud9 and you.
b. Notices. All notices in accordance with the Agreement and/or Program shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by email, or three days after being sent by prepaid certified or registered FedEx to the address last provided to the other. Cloud9 may provide you with notice by posting the applicable information to the applicable website and/or application used in connection with the Program, in writing.
c. Entire Agreement. This Agreement and all exhibits hereto constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and/or contemporaneous written or oral agreements and understandings pertaining hereto. Its enforceability is not dependent on the enforceability or effectiveness of any other agreement, document or understanding.
d. Miscellaneous. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed against any party hereto, whether under any rule of construction or otherwise. Each party to this Agreement has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, including but not limited to with respect to any uncertainties or ambiguities, the same shall not be construed against either party to this Agreement on the grounds of it being the drafting party or otherwise.
e. Amendments by Cloud9. This Agreement may at any time be amended unilaterally by Cloud9 in its sole discretion. In the event of such unilateral amendment, you will be notified by email or otherwise in writing. Your continued use of the Program will constitute your acceptance of the amended terms. If you do not agree to the amendments or any of the terms in this Agreement, your only remedy is to cease use of the Program and, where applicable, cancel your account.
f. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement shall not be deemed invalid but shall remain in full force and effect, and shall be enforced to the fullest extent permitted by law.
g. No Legal Advice. You acknowledge and agree that Cloud9 does not provide, nor is anything in this Agreement, the Program, or any other information provided to you by Cloud9, legal advice. All materials and information made available to you are for reference purposes only.
h. Age Minimum. The Program is not permitted for children under 13 years of age. If your child is under 13 years of age, do not use the Program. By using the Program, you affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the Program or that you are an emancipated minor, as applicable. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Program and in accordance with this Agreement, and agree that you will monitor your child’s use of the Program and consent thereto.