Terms of Use

Last Modified May 14, 2021

These Terms of Use are entered into by and between You and Sandlot Technology Inc. (“Sandlot” or “we”). Your access to and use of Sandlot’s mobile application, website and/or any other platform (the “Platforms”), including the functionality of the Platforms and services (the “Services”) offered or provided through the Platforms, shall be subject to the terms of use set forth below (“Terms of Use”).

THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE IN SECTION 19 AND A CLASS ACTION WAIVER IN SECTION 20. THESE PROVISIONS AFFECT YOUR RIGHTS TO RESOLVE DISPUTES WITH SANDLOT AND YOU SHOULD REVIEW THEM CAREFULLY. YOUR CHOICE TO MAINTAIN AN ACCOUNT, ACCESS OR USE THE PLATFORM OR SERVICES (REGARDLESS OF WHETHER YOU CREATE AN ACCOUNT WITH US) CONSTITUTES YOUR AGREEMENT TO THESE TERMS OF USE AND OUR PRIVACY POLICY (https://www.sandlot.fit/privacy) (collectively, the “Agreement”), WHICH IS INCORPORATED INTO THESE TERMS OF USE. IF YOU DISAGREE WITH ANY PART OF THESE TERMS, THEN YOU ARE NOT PERMITTED TO USE THE PLATFORM OR SERVICES.

If you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform and/or receipt or performance of Services thereafter.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you.

• Registration and Users. Prior to using the Platforms, you (“User” or “Users” or “you”) are required to register with Sandlot by creating a User account (“Account”). You may register for or log-in to your account via a third-party network, such as Facebook or Google. If you do so, you hereby authorize Sandlot to pre-populate the registration and other relevant information fields of your account and/or to use such third-party credentials to log you into your account. If you connect your account to a third-party network, you agree to comply with the terms and conditions and policies applicable to such third party. By using the Platforms, you represent and warrant that: (i) you are over the age of eighteen (18) years old or otherwise capable of entering into a binding contract; (ii) the information you provided (“User Information”) to create a User Account is true, accurate, current and complete; (iii) you are the User under whose Account you have registered with and logged in using; (iv) you are solely and fully responsible for all actions and omissions which occur under your Account; and (v) you have read, understand, and agree to be bound by this Agreement. If you do not accept and agree to the foregoing representations and warranties, you are not permitted to use the Platforms. If you suspect that your Account has been compromised, you may ask Sandlot to terminate your Account by sending an email to team@sandlot.fit.

• Platform Access and Security. We reserve the right to withdraw or amend any or all Services, and any service or material we provide on the Platforms, in our sole discretion without notice. We will not be liable if for any reason any Service or Platform or part thereof is unavailable at any time or for any period. To access the Platforms or Services offered, you may be asked to provide certain registration details, Account, or other information. From time to time, we may restrict access to some parts of certain Platforms to Users, including registered Users.

You are responsible for:

• • Making all arrangements necessary for you to have access to the Platforms.

  • Ensuring that all persons who access the Platforms through your internet connection are aware of these Terms of Use and comply with them.

You must treat your User Account information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Platforms or portions of it using your User Account or User Information. You agree to notify us immediately of any unauthorized access to or use of your User name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your User Information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Please refer to the Privacy Policy for information on how Sandlot collects, maintains, uses and discloses information collected by the Platforms.

• Services. The Platform serves as a forum to connect with Users in your community, physically and/or virtually. Users will have the opportunity to use the Platform to organize, coordinate and participate in various physical and/or virtual physical exercises (“Exercise”) with or without other Users. Certain Exercises may be led by one or more Users (each such User, an “Instructor’). In addition, Users will have the opportunity to use the Platform to connect and communicate with other Users. Sandlot is not directly involved in the provision or supervision of Exercise or ancillary activities facilitated by use of the Platform. In addition, Sandlot has no control over the content of communications before they are sent. As a result, Sandlot has no control over the truth, accuracy, quality, legality or safety of User Content (as defined in Section 5), nor the guidance, qualifications, background, legitimacy, or supervision of Instructors. The existence of an Exercise on the Platform shall not be deemed to be endorsed, sanctioned, or otherwise supported by Sandlot. Users are advised to exercise caution when interacting with other Users, within or without Exercise.

Sandlot is not liable or responsible for any consequences of you having read, used or relied upon any Services, or participating in any Exercise.  By using the Platform, or Services, you acknowledge and understand that it may involve or provide information regarding strength, flexibility, aerobic, cardio, meditation, regeneration or other exercises, all of which can be potentially hazardous activities. You should consult with your doctor prior to performing or participating in any Exercise.  If you choose to participate in any Exercise, you should be in good health and have no disability, impairment, injury, disease or ailment preventing you from engaging in active or passive exercise or which would cause increased risk or injury or adverse health consequences as a result of using such Exercise, and you hereby assume all risks associated with using the Services. IF YOU EXPERIENCE ANY PAIN, DIFFICULTY, DIZZINESS, ILLNESS, OR DISCOMFORT, WHEN USING ANY FITNESS FEATURE, STOP AND CONSULT YOUR PHYSICIAN OR SEEK EMERGENCY MEDICAL ATTENTION IMMEDIATELY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SANDLOT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES AND IS NOT RESPONSIBLE FOR YOUR USE OF OR RELIANCE ON ANY SERVICES OR PARTICIPATION IN ANY EXERCISE. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO RELY ON AND/OR USE ANY SERVICE OR PARTICIPATE IN ANY EXERCISE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANDLOT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY AND DEATH, ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF ANY SERVICES OR PARTICPATION IN ANY EXERCISE.

• Fees and Payments. Any payments made in respect of Services or use of the Platform may be made through a third-party payment processor (“Payment Processor”). Please review the Payment Processor’s website for the applicable terms and conditions governing the processing of fees. Sandlot expressly disclaims any liability for any costs or damages incurred as a result of the payment of fees through the Platform or use of a Payment Processor. Sandlot is not responsible for lost, stolen or misused credit card information.

• Copyright. Except for User Content (as defined below), all of the information, content, Services and software displayed on, transmitted through, or used in connection with the Platforms, including for example, advertising, logos, graphics, trademarks, messages, materials, interactive features, text, photographs, images, illustrations, audio clips, video, html, source and object code, software, data, and all other matters related to the Platforms, including without limitation, the selection and arrangement of the aforementioned and the “look and feel” of the Platforms (collectively, the “Content”), are protected under applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are the intellectual property of Sandlot, and its licensors and suppliers. Sandlot actively protects its rights to the Content to the fullest extent of the law. Sandlot licenses to you the right to use the Platform upon these Terms of Use, provided that the copying, rearrangement, broadcast, rewriting for broadcast or publication, redistribution, modification, use or publication by you in any medium, directly or indirectly, of any such Content or any part of the Platforms, except for limited rights of use granted hereunder, is strictly prohibited. Any breach of this license and Sandlot’s intellectual property rights shall subject the violator to prosecution and damages, including, but not limited to, infringement of intellectual property rights. All Content and the Platforms’ interactive areas are provided “as-is”, and your use of the Platform, and disclosure of information, are at your own risk.

• User Content. If you post Content (“User Content”) to the Platforms, whether as a User, Instructor, or otherwise, you may be asked to select whether such Content shall be posted privately on your Account, shared to one or more specifically identified group(s) of Users, or shared publicly. For this reason, we discourage divulging confidential User Information. Furthermore, the Platform may provide you with the ability to post User Content to public message boards, specific groups, individual members or otherwise. In such event, you agree that you will not post User Content which is false, inaccurate, incomplete or misleading, unlawful, libelous, defamatory, obscene, pornographic, lewd, indecent, harassing, suggesting, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or infringing on the intellectual property rights of another. You agree to use forums made available through the Platform to only send communications and materials that are related to the Services. Any Content, whether posted by you or another User, does not necessarily state or reflect the position of Sandlot, and shall not be used for any improper purpose, including, but not limited to, advertising purposes. Sandlot reserves the right to delete, move or edit Content and User Content at any time, for any reason, in its sole discretion, but has no obligation to review or remove any such Content.

In addition, you hereby represent and warrant that you own all photographs, images, video, songs, sound, graphics or other documents, data or information which appears in User Content, whether posted privately, publicly, or shared with a third party from the Platform. The time and location of events you attend is not generally considered User Content.

You understand that you, and not Sandlot, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Platform. Sandlot does not proactively and routinely screen or monitor the Content posted to the Platform by others and, as such, does not guarantee the accuracy, integrity or quality of such Content. Sandlot may, in its sole discretion, screen, monitor, refuse or remove any Content, or remove any Content that violates these Terms of Use or is otherwise objectionable. You understand that by using the Platform, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Sandlot be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available on the Services. You agree to pay for all royalties, fees, damages and any other monies owed by reason of Content you post on or through the Platform. You further agree to bear all risks associated with the use of any Content available in connection with the Services, including any reliance on the accuracy, completeness, or usefulness of such Content.

• License. Except as otherwise provided herein, you hereby grant Sandlot a worldwide, non-exclusive, transferable, sub-licensable, royalty-free, irrevocable and perpetual right and license to reproduce, distribute, use, post, publish, adapt, edit, disclose, share, sublicense, assign and dispose of any User Information and User Content, in whole or in part, which you voluntarily provide to Sandlot in any media form, and channel now known or later developed, for any purpose, without attribution or compensation to you, and without further authorization from you. You furthermore hereby release Sandlot and its shareholders, directors, officers, representatives, agents and employees, from any and all loss, damage, expense or cost (including attorneys’ fees and disbursements attendant thereto) arising out of or in any way connected with Sandlot’s use, maintenance, disposal or disclosure of such information, Content and User Content as set forth herein, in any form, or that result from mistakes, omissions, disclosures, theft of credit card information, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance including any claims you might have under laws protecting intellectual property and personal privacy.

• Digital Millennium Copyright Act Notice of Alleged Infringement. Sandlot respects the intellectual property rights of others. It is Sandlot’s policy to respond properly to any claim that Content posted on the Platforms infringes on the copyright or other intellectual property rights of any person or entity. Sandlot will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under applicable intellectual property law and these Terms of Use where it believes an infringement has taken place, including, but not limited to, removing or disabling access to Content claimed to be infringing and/or terminating Accounts and access to the Platforms.

If you believe in good faith that your content has been copied in a way that constitutes copyright infringement, you should notify Sandlot of possible infringement as soon as possible by submitting your notice in writing to the attention of “Copyright Infringement” care of team@sandlot.fit.  Please include the following information in your notice:

• Your name, address, telephone number, and email address (if any);

• A description of the copyrighted content that you claim has been infringed;

• A description of where the material that you claim is infringing may be found, sufficient for Sandlot to locate the material (e.g., the URL);

• A statement that you have a good faith belief that the use of the copyrighted content is not authorized to be used by Sandlot, its agent, or the law and is not a fair use;

• A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

• Your electronic or physical signature.

If Sandlot determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Sandlot will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of 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 Sandlot may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices with respect to the Services must meet the then-current statutory requirements imposed by the DMCA (see https://copyright.gov/title17/92appb.html) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there may be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement:

Jason McCarthy
415 Pablo Ave., Ste. 140
Jacksonville Beach, FL 32250
jason@sandlot.fit
+1 (904) 372-0184

• User Conduct. Users are strictly prohibited from and agree that they will not:

  • use the Platforms to violate any international, national, state or local laws or regulations which could give rise to a criminal offense or civil liability;

  • use the Platforms to abuse, harass, or stalk any other person or entity;

  • publish, post or transmit any profane, defamatory, tortious, or obscene Content;

  • publish, post or transmit any Content which infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information;

  • use, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Sandlot;

  • intentionally upload or transmit any file or material that contains a virus, Trojan horse, or any other software that may harm another User’s or Sandlot’s devices or computers;

  • use any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Sandlot than a human can reasonably produce in the same period of time by using a conventional web browser;

  • execute any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between Sandlot’s servers or any data not intended for you.

  • distribute or disclose any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;

  • impersonate, misrepresent or login using the Account of another User, or permit another to represent themselves as you, including, but not limited to, by sharing your Account login information with another person;

  • make or receive any improper payment, including, but not limited to, any attempt to circumvent payment of the fees required to be paid to Sandlot, or to another User for Services;

  • cause any other User to violate this Section 9;

  • misappropriate, interfere with, manipulate, copy, disseminate, sell, license or exploit Content, User Content or confidential information without the express written consent of Sandlot;

  • harm or assault any other User, or any other party in the performance of Services, in any way;

  • collect or harvest any information relating to an identified or identifiable individual, including account names and information about Users of the Services, from the Services;

  • use the Services for any inappropriate commercial solicitation purposes;

  • bypass the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;

  • engage in any other misconduct directly or indirectly affecting another User, the Platforms or Sandlot; or

  • perform any Services for which Instructor does not have the necessary skills and expertise.

Any violation of this Section 9 may result in disciplinary action, including, but not limited to, legal action.

• Instructor’s Additional Requirements. In addition to the foregoing, each Instructor represents and warrants that he/she/it: (i) will not agree to perform Services which Instructor is not licensed or qualified to perform; (ii) has adequate liability and other applicable insurance in amounts not less than those determined by Sandlot from time to time; (iii) will not permit any other person to perform Services on his/her/its behalf, unless a lawful employee of Instructor; (iv) has never been convicted of a violent crime, sexual offense or child abuse; (v) shall perform Services in a safe and efficient manner, without detour or unreasonable delay; (vi) will be responsible for any and all damages to User’s personal property caused as a direct result of Services performed; (vii) will comply with all applicable laws, rules and regulations while providing Services; (ix) shall pay all applicable federal, state and local taxes based on the provision of Services and fees received; and (x) shall immediately notify the police in the event of an emergency. Nothing in these Terms of Use shall prevent Instructor from performing or providing similar services for any other person or entity. This Section 10 is intended to reduce risks of injury, loss and other damages, but shall in no way be construed as establishing authority or control by Sandlot over the manner in which the Services are performed.

• Worker Classification and Withholdings. Sandlot does not perform tasks or Services, or engage or employ others to perform tasks or Services. Each Instructor assumes all liability for proper classification of such Instructor’s workers based on applicable legal guidelines.

Users do not have authority to enter into written or oral contracts, whether express or implied, on behalf of Sandlot. Each User acknowledges that Sandlot does not, in any way, supervise, direct, control or monitor an Instructor’s work or Services performed in any manner. Sandlot does not set an Instructor’s work hours or location of work. Sandlot will not provide any equipment, labor or materials needed for Services. Sandlot does not supervise Instructors.

The Platform is not an employment service and Sandlot is not an employer of any Instructor. As such, Sandlot is not responsible for and will not be liable for any tax payments or required withholdings, including, but not limited to, unemployment insurance, social security, disability insurance or any other applicable federal, state or local withholdings in connection with your use of Instructor’s Services.

• Third Party Platforms. Some elements of the Platforms may include mapping features provided by MapBox, which will collect and use personal information, including location information. If you use those mapping services, provide personal information to any of those third parties, or consent to our sharing personal information with them, the personal information they receive is governed by their privacy statements available via the above links.

Third party products and services made available through the Platform or Services are made and offered directly by the applicable third party. Sandlot shall have no responsibility or liability for the User’s interaction with such third party websites, and Sandlot makes no representation or warranty as to those third party websites, or the products or services sold by such third party. Including a link to a third-party website is not and should not be viewed as an endorsement by, or affiliation with, Sandlot of that third party website, its operator or its contents, services and/or offerings.   You acknowledge that your use of any third party website is at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SANDLOT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY WEBSITES AND HAS NO RESPONSIBILITY FOR SUCH THIRD-PARTY WEBSITES OR THE CONTENTS, FEATURES OR OPERATION OF SUCH THIRD-PARTY WEBSITES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS AND USE ANY THIRD-PARTY SITE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SANDLOT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF OR RELIANCE ON ANY THIRD-PARTY SITES.   

• Disclaimer. THE SERVICES AND PLATFORM MADE AVAILABLE TO USER PURSUANT TO THIS AGREEMENT ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Neither Users nor Instructors are agents, employees, joint venturers, affiliates or independent contractors of Sandlot. To the fullest extent permitted by applicable law, Sandlot and its subsidiaries, affiliates, shareholders, officers, directors, employees, agents, partners, licensors and successors (the “Sandlot Parties”) expressly disclaim any and all warranties or representations that, to Sandlot’s knowledge, (i) the Platform, Services, Content and/or User Content are current, accurate, complete, original, reliable, useful, genuine, non-infringing or provided in good faith; (ii) the User or Instructor is actually the User identified by their User Account; (iii) any Services provided will be to User’s satisfaction, without interruption or error free; (iv) Instructor is qualified to perform Services; (v) Content, including, but not limited to, name, email and contact information, will not be lost, stolen, corrupted or destroyed; or (vi) the Platform is immune from viruses, hacking or breach. Sandlot reserves the right to temporarily disrupt or permanently discontinue the Platforms for any reason, or any period, at any time, in Sandlot’s sole discretion, without maintaining back-up, and without prior notice.

YOU EXPRESSLY ACNKOWLEDGE AND AGREE THAT ANY EXERCISE FACILITATED THROUGH THE PLATFORMS CARRIES CERTAIN INHERENT AND SIGNIFICANT RISKS OF BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF SANDLOT OR BY THE ACTION, INACTION OR NEGLIGENCE OF OTHERS. YOU EXPRESSLY AGREE THAT SANDLOT DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY EXERCISE, RACE, CONTEST, CHALLENGE, OR GROUP ACTIVITY THAT UTILIZES THE SERVICES, INCLUDING ANY THAT ARE ORGANIZED BY SANDLOT.

• INDEMNIFICATION; LIMITATION OF LIABILITY. YOU EXPRESSLY AGREE TO INDEMNIFY, RELEASE AND HOLD HARMLESS THE SANDLOT PARTIES FROM ANY AND ALL LIABILITIES, CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, INJURIES, DEBTS, OBLIGATIONS, LIENS, CHARGES, TAXES, PENALTIES, EXPENSES OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES, DISBURSEMENTS ATTENDANT THERETO, AND INTEREST) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE PLATFORMS, INABILITY TO USE THE PLATFORMS, ANY EXERCISE IN WHICH YOU PARTICIPATE, CONTENT YOU POST, YOUR BREACH OF THIS AGREEMENT (INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN), ANY OTHER ACTIVITIES WHICH YOU ENGAGE IN WHILE USING THE PLATFORMS, PERFORMING OR RECEIVING SERVICES, YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE PLATFORM, ANY DELAY OR INABILITY TO USE THE PLATFORM OR PARTICIPATE IN SERVICES, OR WHICH OTHERWISE OCCUR ON OR THROUGH YOUR ACCOUNT, OR YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY.

SANDLOT DOES NOT ENDORSE ANY USER’S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE PLATFORM.

SANDLOT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT, INCLUDING USER CONTENT, PROVIDED THROUGH THE PLATFORM, OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL USER INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL THE SANDLOT PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND CAUSED TO YOU OR ANY THIRD PARTY AS A CONSEQUENCE OF THE USE OR INABILITY TO USE THE PLATFORMS, ACTIONS PERFORMED, SERVICES PROVIDED, THE TIMELINESS, ACCURACY, RELIABILITY AND COMPLETENESS OF ANY SERVICES, THE USE, MAINTENANCE, DISPOSAL AND/OR DISCLOSURE OF CONTENT (INCLUDING USER CONTENT), STATEMENTS MADE THROUGH THE PLATFORMS, THE ACT, ERROR, OMISSION, FAILURE OF PERFORMANCE, NEGLIGENCE, BREACH OF REPRESENTATION OR WARRANTY,  OR ANY OTHER CONDUCT OF ANY USER (WHETHER AN INSTRUCTOR OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, HARASSMENT (SEXUAL OR OTHERWISE), PERSONAL INJURY, DEATH, THEFT, PROPERTY DAMAGE OR THE ALTERATION OR UNAUTHORIZED USE OF CONTENT, USER CONTENT AND/OR USER INFORMATION, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGE, OR BASED UPON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT UNLESS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SANDLOT (“POTENTIAL CLAIMS”). Any POTENTIAL CLAIMS YOU HAVE WITH OR AGAINST ANOTHER USER, INCLUDING INSTRUCTORS AND USERS, SHALL BE HANDLED DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU HEREBY AGREE TO RELEASE THE SANDLOT PARTIES FROM ANY AND ALL POTENTIAL CLAIMS AND LIABILITY. 

SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY HEREIN, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. AS A RESULT, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

SANDLOT’S MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF EITHER (a) FIFTY DOLLARS ($50) OR (b) THE AMOUNT OF FEES PAID BY YOU TO SANDLOT IN THE 12-MONTHS PRIOR TO THE DATE OF THE CLAIM.

• Entire Agreement. Together with the Privacy Policy, this Agreement represents the entire agreement between User and Sandlot with respect to use of the Platforms, and supersedes all prior communications and proposals, whether electronic, oral, or written between you and Sandlot with respect to the Platforms. Any rights not expressly granted herein are reserved. Any attempt to alter, supplement or amend these Terms of Use is null and void unless otherwise agreed to in writing by you and Sandlot.

• Assignment. Sandlot may sell, transfer or assign this Agreement if Sandlot sells or transfers all or substantially all of its assets, whether in conjunction with a merger, acquisition, asset purchase, or any other change in management or ownership control of Sandlot.

• Severability. If any term or condition of these Terms of Use shall to any extent be deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be unaffected thereby, and each provision shall be enforced to the fullest extent permitted by law.

• Waiver. Failure to insist on strict performance of any of the provisions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Sandlot of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

• Modification. Sandlot reserves the right, in its sole discretion, to update, change, modify, add, or remove portions of this Agreement from time to time without notice. You are encouraged to periodically check for updates. No amendment, modification, extension, limitation, waiver or termination of this Agreement shall be valid except with the consent of Sandlot.

• Dispute Resolution. To the maximum extent permitted by applicable law, you and Sandlot agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Services and/or Platform under the rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration.

Any arbitration between you and us, to the extent necessary, will be conducted in Duval County, Florida, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum.

The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:

• the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

• the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

• any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim.

You also acknowledge and understand that, with respect to any dispute arising out of or relating to your Account, access or use of the Platform or Services:

• You are giving up your right to have a trial by jury;

• You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and

• You must file any claim within one (1) year after such claim arose or it is forever barred.

If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Duval County, Florida, and you and we hereby submit to the personal jurisdiction and venue of these courts.

This agreement to arbitrate will not preclude you or Sandlot from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Sandlot from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Sandlot’s intellectual property rights.

• Class Action Waiver. By using the Platforms, or receiving or performing Services, you agree that the arbitration of any dispute, claim, or controversy between you and Sandlot (“Dispute”) shall be conducted on an individual, not a class-wide basis, and that no such arbitration proceedings may be consolidated with any other arbitration or other legal proceedings involving Sandlot or any other person. You further agree that you, and anyone asserting a claim through you, will not be a class representative, class member, or otherwise participate in a class, representative, or consolidated proceeding against Sandlot. We and you agree that the arbitrator of any Dispute between us may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claim (such as a class action, representative action, consolidated action or private attorney general action). Any claim that all or part of the Class Action Waiver is invalid, illegal, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

• Statute of Limitations. You agree that any claim or cause of action arising or relating to your request, receipt or provision of Services, use of the Platforms, Content, User Content, these Terms of Use, or the Privacy Policy, shall be filed within one (1) year after such claim or cause of action arose, or you will be barred from pursing any claim or cause of action.

• Governing Law/Costs. Any claim or cause of action brought against Sandlot arising out of or relating to your request, receipt or provision of Services, use of the Platforms, Content, User Content, these Terms of Use, or the Privacy Policy, whether at law or in equity, shall be governed exclusively by these Terms of Use and by the laws of the State of Maryland, and you agree to submit to the exclusive jurisdiction of, and agree that venue is proper in the District Courts or Circuit Courts in Montgomery County, Maryland. In the event of any legal action filed hereunder, Sandlot, if the substantially prevailing Party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees incurred in enforcing, attempting to enforce, or defending any of the terms, covenants or conditions of this Agreement, including costs incurred prior to commencement of legal action and in any appeal.

• Remedies Cumulative. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to Sandlot, whether provided by law, equity, statute, in any other agreement between the User and Sandlot or otherwise.

• Waiver of Jury Trial. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO YOUR REQUEST, RECEIPT OR PERFORMANCE OF SERVICES, USE OF THE PLATFORMS, CONTENT, USER CONTENT, THESE TERMS OF USE, OR THE PRIVACY POLICY.

• Questions. If you have any questions pertaining to this Agreement, please contact Sandlot at team@sandlot.fit