Version from 4 November 2020
ROOM 28 OFFICE 14
Marshal Rybalko street, house 2 BUILDING 6,
Moscow, Russia, 123060
This Sportrecs Terms of Service (the “Agreement” or “Terms of Service”) is made between Sportrecs LLC (“Sportrecs”, “we”, “us”, or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of sportrecs.com website and our online video hosting and sharing services through our owned-and-operated websites, applications, embeddable video players and third-party in-door or out-door monitors (collectively, the “Services”).
Additional terms of distribution of content for paid access by the Services users are specified at https://sportrecs.com/document/paid-access-addendum and constitute an integral part hereof.
By creating an account, uploading videos, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity and must use registration email owned or controlled by such entity. In this context, “you” means both the entity and each person who is authorized to access the account.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to upload videos and use all related functionality that we may provide. We may change features available to you from time to time.
Registration: You may create an account to use certain features we offer (e.g., uploading videos). To do so, you must provide an email address. By creating an account, you agree to receive notices from Sportrecs at this email address.
Organizational Accounts: Corporate and other organizational users must publicly display the legal name of their entity on their public account profile.
Age Requirements: You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. If you wish to use the Services for a commercial purpose, you must be at least 18 years old. Individuals under the applicable age may use our Services only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.
Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child’s usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.
Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
We may allow you to upload, live stream, submit, or publish (collectively, to «submit») content such as videos, recordings, images, and text (collectively, «content»). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 4. Sportrecs may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Sportrecs may take all appropriate actions to enforce its rights including removing specific videos or suspending or removing your account.
You may only upload content that you have the right to upload and share. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.
You may not submit any content that:
- Infringes any third party’s copyrights or other rights (e.g., - trademark, privacy rights, etc.);
- Is sexually explicit (e.g., pornography) or proposes a transaction of a sexual nature;
- Is hateful, defamatory, or discriminatory or incites hatred against any individual or group;
- Promotes or supports terror or hate groups;
- Exploits minors;
- Depicts unlawful acts or extreme violence;
- Provides instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
- Depicts animal cruelty or extreme violence towards animals;
- Promotes fraudulent or dubious business schemes or proposes an unlawful transaction;
- Makes false or misleading claims about vaccination safety;
- Claims that mass tragedies are hoaxes or false flag operations;
- Depicts or encourages self-harm; or
- Violates any applicable law.
In using our Services, you may not:
- Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
- Act in a deceptive manner or impersonate any person or organization;
- Harass or stalk any person;
- Harm or exploit minors;
- Distribute “spam” in any form or use misleading metadata;
- Collect personal information about others;
- Access another’s account without permission;
- Engage in any unlawful activity; or
- Cause or encourage others to do any of the above.
You will not:
- Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
- Submit any malicious program, script, or code;
- Submit an unreasonable number of requests to our servers; or
- Take any other actions to manipulate, interfere with, or damage our Services.
You may not create an account if you are a member of a terror or hate group. You may not purchase any goods or services from us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.
As between you and Sportrecs, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Sportrecs to host and stream your content, you grant Sportrecs the permissions set forth below.
Sportrecs acts as an information intermediary and takes measures to suppress relevant violations based on the statements of the content copyright holders.
Sportrecs operates on the basis of the presumption of good faith of its users and relies entirely on your warranties and statements regarding the legality of using the content, and does not initially know or should be aware that the use of such content may be illegal. The Services do not contain technological conditions conducive to the violation of exclusive rights.
In case of receiving a notification from authorized persons about an infringement of intellectual rights with an indication of the website page and (or) network address on which the audiovisual work of the copyright holder is posted, Sportrecs immediately and promptly takes the necessary and sufficient measures to stop the infringement of intellectual rights.
By submitting a video, you grant Sportrecs permission to (with the right to sublicense):
- Stream the video to end users;
- Embed the video on third-party websites;
- Distribute the video via our APIs;
- Display the videos in our owned-and-operated websites, applications (desktop, mobile, Smart TV, etc.);
- Make the video available for download;
- Display the videos in our embeddable video player on third-party websites, applications (desktop, mobile, Smart TV, etc.);
- Display video on publicly accessible in-door and out-door monitors of third parties located in-doors or out-doors in public spaces, in public transport and other public places (the “Monitors”), provided that Sportrecs controls all key terms of video distribution and can control them;
- Transcode the video (create compressed versions of your video file that are optimized for streaming);
- Earn money through advertising in the videos or through paid access to the videos subject to a separate agreement;
- Add subtitles and/or translate the videos and other content;
- Add interactive features and widgets to the videos including interactive features and widgets affecting visibility of the videos; and
- Generate stills (i.e., “thumbnails”) from your video to represent it.
These permissions also include the right to create derivative works based on the videos in the form of short promo videos or still pictures (the “Promo Materials”) provided that such Promo Materials may combine elements of different videos (including third party videos) and each Promo Material shall include elements of the videos limited by 5 seconds or 10% of each video duration, whichever is longer. Your permissions related to original videos shall apply to such Promo Materials equivalently. Additional permissions for such Promo Materials include the right to display the Promo Materials on the Monitors and make such Promo Materials available to the public on the Internet (including the Services, third party social media, advertising networks, video players, banners and websites) solely for the purposes of promotion of the Services and your content by any technical means.
By default these permissions are worldwide but we may (but not obliged to) provide features that enable exploitation limitations of the videos including (but not limited to) territory, time period, available embedding platforms and Monitors. If you have selected specific available settings in respect of the videos, we will limit distribution of your video pursuant to your selection. For the purposes of this Section 5.1, your video includes its title, description, tags, and other metadata.
The license period begins when you submit the video to Sportrecs and ends when you or Sportrecs delete it; provided that Sportrecs may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or © when Sportrecs in good faith believes that it is legally obligated to do so.
In case of any combination of Sportrecs video players containing your content with advertising on third party Monitors, websites and applications, Sportrecs does not control and is not liable for such actions, and does not pay any compensation to you. The latter is subject of your independent arrangements with the owners or operators of such third party websites and applications. At the same time you are entitled to limit demonstration of your content on any third party websites in your account settings.
The rights and permissions you grant are royalty-free unless otherwise provided in a separate agreement between you and Sportrecs.
You have the right to independently establish restrictions on the access of Sportrecs users to your content within the functionality of the Services, and also independently decide on downloading, deleting and providing Sportrecs users with access to your content using the Services.
Sportrecs does not take part in the formation and use of the content of your content catalog, does not initiate the placement and / or distribution of content, does not choose the recipient of the content, does not affect the integrity of the transmitted content (including does not make any changes or corrections to such content).
Persons who have misused the content are responsible for unauthorized copying and use of the content.
You grant Sportrecs permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Sportrecs shall have the right to identify public profiles in its marketing and investor materials.
Content that is not covered by the licenses set forth in Sections 5.1 or 5.2 shall be governed by this Section 5.3 (e.g., text you submit in comments). You grant Sportrecs a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services. If you make suggestions to Sportrecs on improving our products or services, Sportrecs may use your suggestions without any compensation to you.
All licenses granted by you in this Section 5: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and © include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Sportrecs; rather, any breach of a term by Sportrecs hereof shall give rise to, at most, a claim for breach of contract only.
All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).
For each piece of content that you submit to or through Sportrecs, you represent and warrant that:
- You have the right to submit the content to Sportrecs and grant the licenses herein;
- Sportrecs will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
- You have obtained appropriate releases (if necessary) from all persons who appear in the content;
- The content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
- The content complies with this Agreement and all applicable laws.
You will indemnify, defend, and hold harmless Sportrecs and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Sportrecs may terminate this Agreement at any time by providing thirty (30) days’ written notice, and users may terminate at any time by deleting their accounts.
If you breach this Agreement, Sportrecs may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account or any content within it; and © to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Sportrecs deletes your account for breach, you may not re-register.
In the event of any termination or expiration, the following sections will survive: Section 6.2 (Indemnification), Section 8 (Disclaimers), Section 9 (Limitation of Liability), Section 10 (Disputes, Arbitration, and Choice of Law), and Section 11 (General Provisions).
SPORTRECS PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPORTRECS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Sportrecs makes no representations or warranties:
- That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
- Concerning any content submitted by or actions of our users;
- That any geo-filtering or digital rights management solution that we might offer will be effective;
- That our Services will meet your business or professional needs;
- That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
- Concerning any third-party websites and resources.
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) SPORTRECS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SPORTRECS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) SPORTRECS’S TOTAL LIABILITY TO YOU, EXCEPT FOR SPORTRECS’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPORTRECS OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.
If you are dissatisfied with our Services for any reason, please contact us first so that we can try to resolve your concerns without the need for outside assistance.
Any disputes relating to this Agreement or your use of our Services will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.
Except for matters that must be arbitrated (as set forth below), you and Sportrecs agree that any action relating to this Agreement or your use of our Services must be commenced in the state or federal courts located in New York County, New York State, United States of America; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, SPORTRECS AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Reservation of Rights, Severability, Force Majeure: Sportrecs reserves all rights not expressly granted herein. Sportrecs’s rights and remedies are cumulative. No failure or delay by Sportrecs in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed. Sportrecs will not be liable for any delay or failure caused by a force majeure event.
Relationship: You and Sportrecs are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Sportrecs or who is prohibited from registering; any such assignment will be void.
Third Parties: We may provide links to and integrations with websites operated by others. The website operator, not Sportrecs, is solely responsible for the content thereof, and your use of each such website will be subject to its terms of service. We may disable integrations with any third party at any time, with or without notice. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.
Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Sportrecs. If you have a signed agreement with Sportrecs, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement. This Agreement is made in English. Other language versions are for reference only.
Notices: You must send any notices of a legal nature to us by email firstname.lastname@example.org or at:
ROOM 28 OFFICE 14
Marshal Rybalko street, house 2 BUILDING 6,
Moscow, Russia, 123060