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Terms and Conditions

Ninja Riding a Unicorn Software Solutions, LLC welcomes you to the Refcloud mobile application and its associated website (collectively, the “Service”). This agreement (the “Agreement” or “Terms”) is between you and Ninja Riding a Unicorn Software Solutions, LLC (“Ninja” or “Company”) and contains the terms and conditions governing your relationship with Ninja and your use of the Service. The Terms include the End User License Agreements and Terms of Service, including a warranty disclaimer and agreement to arbitrate, as well as our Privacy Policy. Please be advised that these Terms contain provisions that govern how disagreements between you and Ninja and its affiliates, officers, and employees are resolved, including an Agreement to Arbitrate, which will, with limited exceptions, require you to submit any claims you have against Ninja to binding arbitration. To use the Service you must indicate your understanding and agreement to be bound by the Terms. If you do not agree to the Terms, do not install the App on your mobile device or use the Service. If you are under the age of majority in your jurisdiction, you should review these Terms with your parent or guardian.

Ninja reserves the right to modify the Terms at any time.

Website End User License Agreement

For purposes of this End User License Agreement (“Web EULA”), "Website" means all software programs, documentation, and local files installed by the Refcloud Service, distributed, published or otherwise made available by Ninja and accessed by means of a browser or other online communication method, including mobile devices. “Website” also includes updates and upgrades as well as accompanying manuals and other written files and electronic or on-line materials, and all copies of the aforementioned. Ninja may, in its discretion, make available to you one or more application programming interfaces and associated documentation (each an “API”) to allow you to create, customize, enable, use, or associate content that modifies or otherwise provides enhanced features to the user interface (“Add-ons”). The API and Add-ons are included in the Website for purposes of the Website EULA and the Terms.

Your License to Use the Website

Your use of and access to the Website is governed by this license and the Terms of Service, including Ninja’s Privacy Policy. This License does not grant any ownership in the Website. The terms of the Web EULA will govern any upgrade or revision to the Website, unless such upgrade or revision is accompanied by a separate license, in which case that license will govern.

While using the Service, and solely for that purpose, you are granted a limited, revocable, non-exclusive, non-transferrable license to use and access the Website, subject to this Web EULA and the Terms. You may not use the Website or any Service offered thereon, if you are located in, under the control of, a national or resident of, or attempting to access the Service from any country which the United States has (a) embargoed goods, (b) identified as a "Specially Designated National", or (c) placed on the Commerce Department’s Table of Deny Orders. No portion of the Website may be reproduced in any form or by any means, except as expressly permitted in this license. You agree not to:

Decompile, copy, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) based on the Website and any updates or any portion thereof;
Use or access the Website in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this license or the laws of the jurisdiction from which you access the Website;
Use or access the Website if you are under the age of 18, or in the event that you are not of the majority age, you will not use or access the Website without the consent of a parent or guardian;
Use or export the Website in violation of Applicable Law;
Use the Website to assist in stalking, harassing, intimidating, or harming any other person or business;
Interfere with, attempt to interfere with, or assist anyone else in interfering with or disrupting the Website's security or network;
Sell, lease, loan, distribute, transfer, or sublicense the Website or access to the Website or derive income from the use or provision of the Website, whether for direct commercial or monetary gain or otherwise; and
Assign, copy, transfer, or transmit the Website or any data obtained through the Website to any third party.

You acknowledge that the information contained in the Website, including all code, images, graphics, designs, photographs, writings, graphs, data, user interface and other materials are the property of the Ninja or its licensors and are protected by copyrights, trademarks, trade secrets, or other proprietary rights. The Apple logo, name, and other Apple trademarks, service marks, graphics, and user-interface used in connection with the Service are trademarks of Apple in the U.S. and other countries. You are not granted any right or license with respect to any of the aforesaid trademarks. All rights in and to any third-party data, software, and servers are reserved and remain with the applicable third parties. You agree that such third parties may enforce their rights under the Web EULA against you directly in their own name.

No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you. THE USE OF THE WEBSITE OR ANY PART OF THE WEBSITE, EXCEPT FOR USE WITH THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR INFRINGEMENT.

The term of your license under this EULA shall commence on the date that you accept this EULA and use or access the Service. This license ends on the earlier of either the date you cease using the Website or Ninja’s termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Website and/or Service or you otherwise use the Website and/or Service in breach of the Terms. Ninja may also terminate this license for any reason or no reason at all.

Terms of Service

Authorized Users

Registered Users (“User”): To use the Service, you must first register by providing your first and last name, and a valid email address. You must also create a unique username and password for your account. If you change your email address or no longer have access to the email you used to register, you must update your information. Ninja reserves the right to reject or block any username which could be deemed to be offensive, an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity. To use the Service, you cannot be a person barred from receiving the Service under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Service. The security and confidentiality of your account are solely your responsibility and you agree to immediately notify Ninja of any security breach of your account. Ninja, it’s officers, affiliates, employees, or vendors shall not be responsible for any losses arising out of the unauthorized use of your account.

Registered Users may choose from one of the following account types when creating a new User Account, and will be granted the following viewing and uploading accessibility to the App upon enrolling:

Scorekeepers:
- Upon enrolling, Scorekeepers will be granted access to the Refcloud mobile app, and through this app, they will be permitted to create soccer game scoreboards and update game details. The creation of a User Account will be required upon enrollment and may be accessed through the mobile app or at refcloud.io. Depending on the Service Subscription enrolled in, Scorekeepers will be permitted to create a certain number of games and upload game information on a monthly basis, until they have reached the threshold for the Subscription they have paid for. In order to gain access and the ability to create and upload more games, Scorekeepers will be required to increase their subscription plan for which they are enrolled. The price tiers and amount of games available with each subscription plan are subject to change at any time, without notice by Company, in Company’s sole discretion. The pricing for each Service shall be detailed at https://refcloud.io/leagues/info/learn/. Scorekeepers enrolled in a subscription plan may upload the following information, and the information below may be collected by Company through the input or use of said Website by any Scorekeepers:
  - Game information, including game name, game type name, number of periods, period/halftime/overtime duration, non-scoring game flag, team names/colors, game start/finish time, and game events (penalties, goals, etc.). Goals include a team indicator, time, number of points and optionally a player number. Penalties include a team indicator, time, rad/yellow card indicator and optionally a player number;
  - Game Notes. Such notes may include any text manually input by the Scorekeeper, and may also include time information related to the game. The Scorekeepers may be permitted to choose whether the game notes are made publicly available to Non-Registered Users, on the public scoreboard.
  - Game type information including a descriptive name, number of periods, period duration, halftime duration, overtime duration and a non-scoring game flag;
  - The name of the Device used; and
  - App specific device identification number of the device used by the Scorekeeper accessing the Website or mobile app.
League Administrators:
- Upon enrolling, League Administrators will be granted access to the use refcloud.io wherein they will be required to create and maintain User Accounts, and will be permitted to create “soccer leagues” through their use thereof. The information collected which may be input by a League Administrator with respect to each soccer league may include but not be limited to: a set of locations where games are played, a set of pre-scheduled games and a set of Scorekeepers allowed to officiate games for that particular league. League Administrators enrolled in a subscription plan may upload the following information, and the information below may be collected by Company through the input or use of said the Website by any League Administrators:
  - League administrators may upload league configuration information such as league name, league administrative contact username and administrator accounts, league privacy settings, league game locations (location name, description, latitude and longitude, league game types (game type name, number of periods, period/halftime/overtime duration, non-scoring game flags, league Scorekeeper accounts, invited league administrator account and email addresses, invited league scorekeeper account and email addresses, season information name, start and end dates, team names and colors, and scheduled games team names and colors, game location, game type, pre and post-game notes, and planned start times for each.
  - A league is created by a single league administrator. That administrator can then invite other individuals to be administrators of the league. If those individuals accept the invitation then they will be provided with full access to edit any aspect of the league. Only league administrators have permissions to view and edit league configuration information at refcloud.io.
  - League Administrators are permitted to invite individuals to become League Scorekeepers. If those individuals accept the invitation, they will then have access and permission to view that league's location, game type and game schedule information. League Scorekeepers can also create games associated with that league.
  - The League Administrator will be permitted to elect whether or not they would like any given league created to be public, semi-private or private. Public and semi-private leagues will contain view only public pages, wherein the league name and game field locations will be available to be seen by even Non-registered Users. These pages enable spectators to find league game scoreboards. Public league pages can be found on the league search page on refcloud.io. Private leagues will have no public league page available for viewing by Non-Registered Users, and Scorekeepers will not be permitted to create games for said private leagues.

Non-registered Users (“Spectators”): If you are using the Service as a Spectator, you are not required to register, but may still be required to submit certain information in order to view the pages and information made publicly available to Spectators through the Service. As a Spectator, you hereby agree to be bound by the Terms detailed hereunder, and hereby acknowledge and agree that your access to certain features and functions may be limited in scope and accessibility.

Spectators will be permitted to visit https://refcloud.io in order to access and view the scoreboards for soccer games which have been made publicly available for view by Non-Registered Users. Spectators will not be required to create a User Account on refcloud.io, nor will they be required to enroll in any recurring subscription or make any payments in order to gain access to those pages and information made publicly available.
Social Media Sharing: Each publicly listed game scoreboard may be assigned its own unique hashtag. With respect to any game scoreboard assigned a unique hashtag, Spectators will be permitted to post comments, game pictures or game videos on their favorite social media platforms and tag such posted content with the assigned scoreboard hashtag. Such comments, pictures and videos would then show up next to the scoreboards on the public scoreboard platform. Spectators hereby acknowledge and agree that any content posted shall not contain any offensive or inappropriate language or images, shall not contain any content which infringes upon, or violates the rights of any third-party, and that Spectators are solely responsible and liable for any damages or claims arising from such content posted. In using any assigned hashtags of the Company when posting such content on any social media platform, Spectators thereby grant Company a perpetual and royalty-free license to use, reproduce, alter, or edit any such content posted online.

Authorized Use

All Users and Visitors are responsible for any activity originating from their account. The following uses and activities are strictly prohibited and may result in the immediate suspension or termination of your account or other action by Ninja to prevent you from accessing the Service:

Violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with the Service;
Upload, download, post, email, transmit, store or otherwise make available any content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
If you are an adult, request personal or other information from a minor in your jurisdiction who is not personally known to you (e.g., full name or last name, home address, telephone number);
Transmit video, audio, photographs, or images of another person without his or her permission;
Transmit video, audio, photographs, or images of a minor without the permission of the minor’s legal guardian;
Transmit restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
Impersonate or misrepresent yourself as another entity or person (including celebrities, Service participants, Ninja employees, or a civic or government leaders), or otherwise misrepresent your affiliation with a person or entity;
Violate the intellectual property rights or disclose any information in violation of a confidentiality, employment, or nondisclosure agreement;
Transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;
Forge any TCP-IP packet header or any part of the header information in an email or a news group posting, or otherwise put information in a header designed to mislead recipients as to the origin of any content transmitted through the Service (“spoofing");
Transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere with or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
Interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of Service networks’ data or traffic);
Plan or engage in any illegal activity; and/or gather and store personal information on any other Users or Visitors of the Service for use in connection with any prohibited activities;
Use the Service in violation of any third-party agreement, including the terms of your wireless service;
Cheat, corrupt, invalidate or otherwise modify or attempt to modify the Service or the Service experience resulting in an advantage for one player or team over another; and
Gamble or otherwise wager on the outcome of any activity associated with the Service.

Ninja reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates these provisions, including but not limited to, removing the offending communication from the Service and terminating or suspending the accounts of violators.

Payment For Services

In order to use the Services offered by the Company, you may be required to pay a subscription fee, depending on the type of User Account you have established with and enrolled in through the Company. This fee may be billed on a recurring monthly subscription basis, or a yearly subscription basis, depending upon the Service enrolled in, and pursuant to the current pricing structure of each Service offered at the time of enrollment. The descriptions of the Services available for enrollment along with the costs of each Service shall be detailed at https://refcloud.io/leagues/info/learn/. The costs of these Services and the access/amenities provided with each level of the Services is subject to change at any time at the Company’s discretion. Any updates or changes in pricing will be posted at https://refcloud.io/leagues/info/learn/. Depending on the subscription enrolled in, the Services and corresponding subscription fee you select may automatically renew at the end of each billing cycle, if the Services are not cancelled prior to the last business day before the next scheduled billing date. In order to make said payments required for the Services offered, you may be asked to input personal and banking information, including but not limited to, credit card information, billing addresses, bank account information, or account information for other payment Services offered, such as Paypal or other similar payment methods available at that time. The Company hereby reserves the right to add, retract, change, or discontinue the allowance of the use of any particular payment method offered on the Website, in Company’s sole discretion.

Third Parties and Third-Party Services

The Service may include links to third-party services and/or third-party services may be made available to you via the Service. These services are subject to the respective third-party terms and conditions and constitute an agreement between you and the applicable third-party service provider. Specifically, your license to use the Service is also governed by the Usage Rules set forth in the App Store Terms of Service, found here https://www.apple.com/legal/internet-services/itunes/us/terms.htm, except that the App may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

Third-party content and links are provided as a convenience to you. You agree that Ninja is not responsible for examining or evaluating the content or accuracy and Ninja does not warrant and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Ninja is not in any way responsible for any such use by you.

Ninja has no control over how third parties operate their platforms, including the pricing, payment and billing policies applicable purchases. If you purchased the App from a third-party platform, such as Apple’s App Store or Google Play, you will need to contact the third-party merchant to address any issues with your purchase. If you purchased the App from Apple’s App Store, you may notify Apple, and Apple will refund the purchase price for the App; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application.

Intellectual Property

You are responsible for videos, photos, audio, text, graphics, or other data you transmit through the Service and you agree to comply with all applicable laws, rules and regulations, including the Digital Millennium Copyright Act (DMCA). You agree that your use of the Service will not infringe the rights of any third party. We reserve the right to block or terminate your account, at our sole discretion and without notice or liability to you, if you transmit any content alleged to infringe on the intellectual property rights of a third party.

If you believe your intellectual property has been copied in a way that constitutes copyright infringement, please report this to us at [email protected].

Access to the Service

The Service may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of the Service, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect the Service, such as events in nature and other force majeure events. Ninja may terminate, or deny access to and use of, the Service, or any portion of the Service, to any individual or entity for any reason, in the Company’s sole discretion.

Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. If you experience any technical problems related to the Service, please contact Ninja’s customer service at [email protected].

Termination

You may end your legal agreement with Ninja at any time by discontinuing your use of the Service or uninstalling the App. Auto-renewal may be turned off in your Account Settings in iTunes after purchase. You can also manage your subscriptions in Account Settings after purchase. If you decide to use the Service again or reinstall the App, you agree that your use will be governed by the all the Terms then in effect.

Without limiting its other remedies, the Ninja may immediately discontinue, suspend, terminate, or block your access to the Service or cease providing you with all or part of the Service at any time for any or no reason, including, but not limited to, if the Company reasonably believes: (i) you have violated the Terms, (ii) we have reason to believe you are a legal liability; (iii) you haven’t used the services in a while; or (iv) our provision of the Service to you is no longer commercially or otherwise viable. Ninja will make reasonable efforts to notify you by email or the next time you attempt to access your account. In all such cases, your license to use the Service terminates.

Privacy

The Service and your license to use the Service are subject to Ninja's Privacy Policy at https://refcloud.io/legal/privacy_policy/.

Warranty Disclaimer

NINJA, ITS LICENSORS AND RESELLERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, FUNCTIONALITY, AVAILABILITY, ACCESSIBILITY OR PERFORMANCE. THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS.

IF YOU ARE NOT SATISFIED WITH THE QUALITY, FUNCTIONALITY, AVAILABILITY, ACCESSIBILITY OR PERFORMANCE OF THE SERVICE, YOU MAY CANCEL YOUR ACCOUNT OR SUBSCRIPTION TO THE SERVICE. WHEN YOU CANCEL YOUR ACCOUNT OR SUBSCRIPTION YOU WILL NOT BE ENTITLED TO RECEIVE A REFUND OF THE FEES FOR THAT ACCOUNT OR SUBSCRIPTION UNLESS MANDATED BY THE LAW OF THE RELEVANT JURISDICTION.

IN SOME JURISDICTIONS, CERTAIN WARRANTIES MAY AUTOMATICALLY ARISE OR APPLY UNLESS THESE WARRANTIES ARE DISCLAIMED. SUBJECT TO STATUTORY OBLIGATIONS, NINJA AND ITS LICENSORS DISCLAIM AND EXCLUDE ALL SUCH WARRANTIES EITHER EXPRESS, IMPLIED OR STATUTORY, IF AND TO THE EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO ALL SERVICES AND ALL IMPLIED WARRANTIES THAT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE.

THE ABOVE PROVISIONS ONLY APPLY TO THE EXTENT THEY ARE NOT CONTRARY TO THE LAW OF YOUR JURISDICTION.

THIS SECTION SHALL SURVIVE THE TERMINATION OF THE TERMS

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS OFFICERS, AFFILIATES, OWNERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; OR (B) ANY CONTENT OBTAINED FROM THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

BY USING THE SERVICE, YOU CONSENT TO RECEIVING CERTAIN ELECTRONIC COMMUNICATIONS FROM NINJA AS DESCRIBED IN THE TERMS. PLEASE READ THE PRIVACY POLICY TO LEARN MORE ABOUT ELECTRONIC COMMUNICATIONS PRACTICES. YOU AGREE THAT ANY NOTICES, AGREEMENTS, DISCLOSURES, OR OTHER COMMUNICATIONS THAT WE SEND TO YOU ELECTRONICALLY WILL SATISFY ANY LEGAL COMMUNICATION REQUIREMENTS, INCLUDING THAT THOSE COMMUNICATIONS BE IN WRITING.

THIS SECTION SHALL SURVIVE THE TERMINATION OF THE TERMS.

Miscellaneous

Indemnification. You agree to indemnify, defend, and hold harmless the Company, its affiliates, partners, members, owners, officers, and directors from and against any and all claims, damages, or liabilities related to (i) your breach of these Terms, (ii) your use of the Mobile App or any Services offered thereon or (iii) your interaction with any third parties or third party Apps or Websites, through the use of the Company’s Services offered.

Devices. The Company uses or may use certain features of the device on which you access the Services from. You agree that the Company may access these features, and further agree that you may be charged by your phone, Internet, or data provider for the use of these Services. You acknowledge that you will be fully responsible for any charges incurred through your use of the Company’s Services.

Electronic Communications. The Company may provide you with administrative notices regarding the Company, the App, or the Services via email. You hereby expressly consent to receive such emails. You may remove yourself from our email list by following the "unsubscribe" instructions in the email correspondence you receive from us.

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 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.

No Waiver. 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. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

Choice of Law & Jurisdiction. This Agreement will be governed solely by the laws of the State of North Carolina without reference to its conflicts of law provisions. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Raleigh, North Carolina.

Entire Agreement. These Terms and our Privacy Policy, now incorporated herein, in conjunction with any Services Agreement entered into by and between yourself and the Company and any attachments thereto, represent the full, final, and complete agreement between you and the Company regarding your use of the App and/or Services.

Further Inquiries. In the event that you do not understand any of the Terms listed above, or if you have any questions or comments about such Terms, we encourage you to please contact us via email at: [email protected]

Notice To California Residents

Under California Civil Codes, California residents are entitled to additional specific consumer rights information. To file a complaint regarding the Services or to receive further information regarding use of the Services, including to cancel your Services, please email us at [email protected]. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.