Atavus Digital Tackling Academy

SUBSCRIPTION TERMS AND CONDITIONS

Effective: April 1, 2019

 

PLEASE READ THESE SUBSCRIPTION TERMS AND CONDITIONS CAREFULLY. BY PURCHASING A
SUBSCRIPTION OR ACCESS TO ANY ADDITIONAL PLATFORM CONTENT, OR OTHERWISE
ACCESSING OR USING ANY SERVICE AVAILABLE BY SUBSCRIPTION THROUGH THE ATAVUS
DIGITAL TACKLING ACADEMY PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE, INCLUDING
THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 11
BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE PLATFORM OR THE
PLATFORM CONTENT.

To the full extent permitted by applicable law, Atavus reserves the right to change or modify any
of the terms and conditions contained in the Subscription Terms or any policy or guideline of
the Platform, at any time and in its sole discretion by providing notice the Subscription Terms
have been modified. Such notice may be provided by sending an email, by posting a notice on
the Platform or the Atavus website, by posting the revised Subscription Terms on the Site and
revising the date at the top of these Subscription Terms or by such other form of notice as
determined by Atavus. Your continued use of this Platform following the posting of the revised
Subscription Terms or other notice of such changes will constitute your acceptance of such
changes or modifications. Otherwise, any changes or modification will be effective within thirty
(30) days of the posting of the revisions on the Site unless you notify Atavus within such thirty
(30) days that you do not agree to the changes, cancel your subscription, and stop using the
Platform. Therefore, you should review these Subscription Terms whenever you access the
Platform and at least every thirty (30) days to make sure that you understand the terms and
conditions that will apply to your use of the Platform.

1. General. The Atavus Digital Tackling Academy is a set of online tools and resources from
Rugby Nation, LLC, doing business as Atavus (“Atavus”) designed to help coaches implement the
Atavus Tackle System ™. These terms and conditions (“Subscription Terms”) apply to: (a) your
subscription (“Subscription”) to obtain access to the Digital Tackling Academy and any related
websites, mobile sites and mobile applications which link to these Subscription Terms (the
“Platform”) and any content obtained through the Platform, whether included within your
Subscription Plan (as defined below) or separately purchased as an add-on to your Subscription
(collectively “Platform Content”); (b) your access to and use of the Platform and the Platform
Content; (c) any services provided to you in connection with your Subscription (the “Services”);
and (d) the Atavus Tackle System certification program (“Certification”). These Terms do not alter
in any way the terms or conditions of any other agreement you may have with Atavus or Rugby
Nation, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the
Platform on behalf of any entity, you represent and warrant that you are authorized to accept
these Subscription Terms on such entity's behalf, and that such entity agrees to indemnify you
and Atavus for violations of these Terms. Other than as specifically provided in any separate
written agreement executed by you and Atavus, these Subscription Terms may NOT be altered,
supplemented, or amended by the use of any document you provide, such as purchase orders,
and your use of the Platform and the Platform Content are expressly conditioned upon your
agreement to these Subscription Terms. YOUR USE OF THE PLATFORM AND ANY PLATFORM
CONTENT, THE SERVICES, AND THE CERTIFICATIONS ARE ALSO SUBJECT TO THE ATAVUS
TERMS AND CONDITIONS (THE “ATAVUS TERMS”) WHICH ARE INCORPORATED INTO AND
FORM AN INTEGRAL PART OR THESE SUBSCRIPTION TERMS. IN THE EVENT OF ANY CONFLICT
BETWEEN THESE SUBSCRIPTIONS TERMS AND THE OTHER PROVISIONS OF THE ATAVUS
TERMS, THESE SUBSCRIPTION TERMS SHALL CONTROL.

2. Privacy Policy. Please refer to our Privacy Policy for information on how Atavus collects, uses
and discloses personally identifiable information from its users.

3. Eligibility. You must be 18 years of age or older to subscribe to or use the Platform to
become certified in the Atavus Tackling System or to otherwise use the Services. By subscribing
to or using the Platform or otherwise using the Services, you are representing and warrantying
to use that you are 18 or over. Subscriptions, Certifications, and any associated Platform Content
must be solely for your own personal or academic use and not for resale or commercial
purposes. Atavus reserves the right to refuse service, terminate accounts, remove or edit
content, or cancel orders in its sole discretion. The Platform is only available to US residents
located within the United States.

4. Account. In order to access the Platform, you must create an online account (your “Account”).
By creating an account, you agree to: (a) Provide accurate, current and complete information
about you as may be prompted by any registration forms on the Website (“Registration Data”);
(b) Maintain the security of your password and identification and inform Atavus immediately,
about security breaches to your account or Registration Data; (c) Maintain and promptly update
the Registration Data, and any other information you provide to Atavus, to keep it accurate,
current and complete; and (d) Refrain from merging Accounts under any circumstances.

 

5. Subscription Fee; Subscription Period. You agree to pay the applicable Subscription fee (the
“Subscription Fee”) based on the Subscription plan you select as specified on the Platform when
you sign up (the “Subscription Plan”) and any additional Platform Content you choose to add to
your Subscription Plan (the “Add-on Content”). Once you select a Subscription Plan, we will
charge the applicable Subscription Fee to the credit card number you provide to us at the
checkout page (less any applicable Subscription discounts that may be applicable). The duration
of your Subscription (the “Subscription Period”) will be one year unless you select another
option (if available) when you choose your Subscription. Subscription Fees are subject to
increase at any time, which increase will be applicable at the time your Subscription is renewed.
You agree to provide us with updated credit card information prior to the expiration of the
credit card you have on file so you always have a valid credit card on file with us. If you allow
your Subscription to lapse, or it is otherwise cancelled for any reason, your access to and license
to use the Platform Content will terminate and the Platform Content will no longer be available
to you, including any Add-On Content.

a. Subscription Upgrades and Downgrades. At any time during your Subscription Period, you
may choose to upgrade your Subscription to a higher tier Subscription Plan or downgrade your
subscription to a lower tiered Subscription Plan, as applicable. If you change your Subscription
Plan in the middle of your Subscription Period, your Subscription Fee will be prorated over the
course of the remainder of your Subscription Period to account for the difference in cost
between your current Subscription Plan and your new Subscription Plan. Upon finalizing a
change in your Subscription Plan, your access to Platform Content will be adjusted to account
for your new Subscription Plan features. This may mean that you will lose access to certain
Platform Content and Subscription features if you downgrade your Subscription Plan.

b. Automatic Renewal. SUBSCRIPTIONS ARE AUTOMATICALLY RENEWED FOR SUCCESSIVE
RENEWAL PERIODS OF THE SAME DURATION AS THE ORIGINAL SUBSCRIPTION PERIOD
AT THE SUBSCRIPTION PLAN SELECTED UNLESS YOU CANCEL YOUR SUBSCRIPTION
PRIOR TO THE END OF THE CURRENT SUBSCRIPTION PERIOD BY LOGGING INTO YOUR
ACCOUNT AND CLICKING THE “CANCEL” BUTTON. Upon such renewal, you authorize Atavus
to charge the credit card number you provided to us at the time you signed up for your
Subscription, or such updated credit card you may provide to us from time to time. If you chose
to upgrade or downgrade your Subscription Plan during the Subscription Period, your
Subscription will automatically renew at the new Subscription Plan you chose at the end of the
Subscription Period. Atavus will notify you if the price of a Subscription that will be automatically
renewed increases and, if required, seek your consent to continue.

c. Pricing. All prices for Subscription Plans and Add-on Content are shown in U.S. dollars and
applicable taxes and other charges, if any, are additional. We may revise or discontinue
Subscription Plan, Platform Content, or Certifications at any time without prior notice to you. All
prices are subject to change without notice prior to receiving confirmation of your order.

d. Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with
respect to your Subscription and any Add-On Content. Atavus will collect applicable sales tax if
it determines that Atavus has a duty to collect sales tax. Atavus will present any estimated taxes
that it is required to collect at checkout, but note that actual taxes charged may be adjusted
from the amount shown at checkout. Several factors may cause this, such as variances between
services, state and local requirements, and changes in tax rates.

e. Refund Policies. WE DO NOT ISSUE ANY REFUNDS ON SUBSCRIPTION FEES OR ADD-ON
CONTENT FEES EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THESE SUBSCRIPTION
TERMS. Cancellation of Subscription. You may cancel your Subscription at any time by
accessing your account and choosing the “cancel” option. However, you understand that you
will not be entitled to any refund of your Subscription Fee if you cancel, unless you cancel due
to a modification to the Subscription Terms as described above, in which case you will receive a
pro rata refund. Atavus reserves the right to cancel your Subscription at any time, with or
without cause, including if we discontinue the Service. If we cancel without cause, we will issue a
prorated refund of the Subscription Fee, and this will be your sole and exclusive remedy for any
such cancellation. Upon the effective date of cancellation for any reason, your account and your
license to the Platform Content will be terminated and you will no longer be able to access or
use the Platform, the Services, any associated Platform Content (including any Add-On Content)
, or your Certification.

6. Certification Terms. For users who participate in our certification services, Atavus may issue
Certifications to coaches regarding the successful completion of certain Atavus training
programs. If you pass a particular Certification test, you may factually indicate that you have
been certified as having successfully completed the applicable training and certification
requirements. However, you may not use any trademark, service mark, or logo of Atavus or any
third party to indicate such certification (including the Texas Tackling Certification logo). You
must cease representing that you have been certified after the expiration date stated in the
applicable certificate of completion, unless you have become recertified.
Certifications are based solely on your completion of the designated certification course and
your passing a written test, and you acknowledge that you are solely responsible for the proper
implementation of the techniques learned in the certification course. ALTHOUGH THE ATAVUS
TACKLING SYSTEM AND OTHER TECHNIQUES THAT MAY BE COVERED IN A CERTIFICATION
COURSE HAVE BEEN DESIGNED FOR THE PURPOSE OF REDUCING RISKS AND IMPROVING
SAFETY, YOU ACKNOWLEDGE THAT FOOTBALL IS AN INHERENTLY DANGEROUS ACTIVITY AND
THAT THERE IS NO WAY TO ELIMINATE ALL RISK OF INJURY. THEREFORE, WE MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING OUR TECHNIQUES,
MATERIALS, OR COURSES, OR THEIR ABILITY TO PREVENT INJURY. YOU AGREE NOT TO MAKE
ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND (TO PARENTS,
STUDENTS, ADMINISTRATORS OR OTHERWISE) REGARDING THE SAFETY, RESULTS, OR OTHER
CHARACTERISTICS OF THE ATAVUS TACKLING SYSTEM OR OTHER TECHNIQUES THAT WE MAY
COVER IN OUR CERTIFICATION COURSES OR MATERIALS. ALL USE OF OUR TECHNIQUES IS
SOLELY AT YOUR OWN RISK.

7. License to Platform and Platform Content. The Platform and the Platform Content and all
and other materials available through the Platform or obtained in connection with any Services
are the proprietary property of Atavus or its licensors and are protected by U.S. and international
copyright and other intellectual property laws. You are granted a limited, single-user, nonsublicensable license to access and use the Platform and the Platform Content solely during the Subscription Term for your informational, non-commercial, and personal use only in connection with your individualized coaching activities. You may not allow any third parties to access your account and utilize the Platform or the Platform Content, and you may not use, or allow them to be used, for any teams other than the ones that you personally coach. You acknowledge this is a limited license and you are expressly prohibited from (a) any resale or commercial use of the Platform or the Platform Content; (b) the distribution, public performance or public display of any Platform Content other than in the performance of your individual coaching activities; (c) modifying or otherwise making any derivative uses of the Platform Content, except for Platform Content that is intended to be modified by users; (d) use of any data mining, robots or similar data gathering or extraction methods on the Platform; (e) downloading of any portion of the Platform or the Platform Content, except as expressly permitted on the Platform; (f) making any use of the Platform, the Services, or the Platform Content other than for its intended purpose in connection with your direct, individual coaching activities.

8. DISCLAIMERS
EXCEPT AS STATED ABOVE, THE PLATFORM, THE SERVICES, AND THE PLATFORM CONTENT IS
PROVIDED ON AN "AS IS," “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATAVUS DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Atavus does not represent or warrant that the Platform, the Services, or the Platform Content is
accurate, complete, reliable, current or error-free or guarantee any results or outcomes will be
achieved in connection therewith. Atavus does not represent or warrant that the Platform or its
servers are free of viruses or other harmful components. Therefore, you should use industryrecognized software to detect and disinfect viruses from any download.
OUR SERVICES, PLATFORM CONTENT, AND ANY TECHNIQUES OR OTHER INFORMATION
ACCESSED IN CONNECTION THEREWITH ARE FOR USE IN CONNECTION WITH ACTIVITIES THAT
ARE PHYSICALLY DEMANDING AND POTENTIALLY (AND IN SOME CASES INHERENTLY)
DANGEROUS. OUR PLATFORM, SERVICES, TECHNIQUES, INFORMATION, AND PLATFORM
CONTENT ARE INTENDED SOLELY FOR EDUCATIONAL PURPOSES, AND ANY RELATED DRILLS,
METHODS, TECHNIQUES, INSTRUCTION, AND OTHER ACTIVITIES ARE TO BE USED SOLELY IN
CONNECTION WITH ATHLETES THAT ARE IN GOOD HEALTH AND IN PHYSICAL CONDITION
AND ARE USED SOLELY AT YOUR OWN RISK.
ALTHOUGH SOME OF THE SYSTEMS, TECHNIQUES, AND PROGRAMS WE HAVE DEVELOPED,
INCLUDING THE ATAVUS TACKLING SYSTEM, HAVE BEEN DESIGNED FOR THE PURPOSE OF
REDUCING RISKS AND IMPROVING SAFETY, CERTAIN SPORTS, SUCH AS FOOTBALL, ARE
INHERENTLY DANGEROUS AND THAT THERE IS NO WAY TO ELIMINATE ALL RISK OF INJURY. IN
ADDITION, THE EFFECTIVENESS AND RESULTS OF ANY SYSTEMS, TECHNIQUES, OR PROGRAMS
ARE DEPENDENT ON A NUMBER OF FACTORS INCLUDING PROPER IMPLEMENTATION.
THEREFORE, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE
SAFETY, EFFECTIVENESS, RESULTS, OR OTHER CHARACTERISTICS OF ANY OF OUR SERVICES,
PROGRAMS, SYSTEMS, TECHNIQUES, MATERIALS, OR CERTIFICATIONS, OR THEIR ABILITY TO
PREVENT INJURY. IN ADDITION, ANY CERTIFICATIONS WE PROVIDE ARE BASED SOLELY ON
COMPLETION OF THE DESIGNATED CERTIFICATION COURSE AND PASSING A WRITTEN TEST
AND ARE INTENDED SOLELY TO MEET STATE AND LOCAL CERTIFICATION REQUIREMENTS.
SUCH CERTIFICATIONS DO NO CONSTITUTE A REPRESENTATION OR WARRANTY OF ANY KIND
AND DO NOT GUARANTEE THAT THE PERSON CERTIFIED WILL PROPERLY IMPLEMENT THE
TECHNIQUES COVERED IN THE APPLICABLE CERTIFICATION COURSE. YOU SHOULD NOT USE
CERTIFICATION OR PARTICIPATION IN ANY ATAVUS PROGRAMS OR SERVICES AS THE BASIS
TO MAKE ANY DECISIONS REGARDING PARTICIPATION IN ANY SPORT OR ACTIVITY.

9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN
NO EVENT SHALL ATAVUS, ITS PARENT COMPANIES, SUBSIDIARIES, AND AFFILIATES AND
THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
USE, LOSS OF PROFITS OR LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE PLATFORM, THE PLATFORM CONTENT, THE SERVICES, OR THE USE OF OR INABILITY
TO USE THE PLATFORM, THE PLATFORM CONTENT, THE SERVICES, AND THE OTHER
INFORMATION OR MATERIALS ACCESSED IN CONNECTION THEREWITH; AND (B) IN NO EVENT
SHALL THE AGGREGATE LIABILITY OF ATAVUS, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY,
ARISING OUT OF OR RELATING TO THE PLATFORM, THE PLATFORM CONTENT, THE SERVICES,
OR THE USE OF OR INABILITY TO USE THE PLATFORM, THE PLATFORM CONTENT, THE
SERVICES, OR OTHER INFORMATION ACCESSED IN CONNECTION THEREWITH, EXCEED ANY
SUBSCRIPTION FEES YOU PAY TO ATAVUS FOR ACCESS TO OR USE OF THE PLATFORM.

10. Indemnification. You agree to defend, indemnify and hold harmless Atavus, its subsidiaries,
affiliates, independent contractors, service providers and consultants, and their respective
directors, employees and agents, from and against any claims, damages, costs, liabilities and
expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to
any acts or omissions by you in connection with your use of the Platform and the Platform
Content or your violation of these Subscription Terms or any other Atavus terms, policies, or
agreements concerning the Platform, the Services, and the Platform Content

11. Dispute Resolution. Please read the following section carefully because it requires you to
arbitrate certain disputes and claims with Atavus and limits the manner in which you can seek
relief from us, unless you opt out of arbitration by following the instructions set forth below. No
class or representative actions or arbitrations are allowed under this arbitration agreement. In
addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Atavus agree that any dispute arising out of or related to
these Subscription Terms, the Platform, the Platform Content, or our Services is personal to you
and Atavus and that any dispute will be resolved solely through individual action, and will not be
brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Atavus seeks to bring an
individual action in small claims court located in the county of your billing address or disputes in
which you or Atavus seeks injunctive or other equitable relief for the alleged unlawful use of
intellectual property, you and Atavus waive your rights to a jury trial and to have any dispute
arising out of or related to these Subscription Terms or our Platform, Platform Content, or
Services resolved in court. Instead, for any dispute or claim that you have against Atavus or
relating in any way to the Subscription Terms or our Platform, Platform Content, or Services, You
agree to first contact Atavus and attempt to resolve the claim informally by sending a written
notice of your claim (“Notice”) to Atavus by email at [email protected] or by certified mail addressed to:

Legal Agent
23210 57th Avenue West #86
Mountlake Terrace, WA 98043-9998

E-Mail Address of Designated Legal Agent: [email protected]

Telephone Number of Designated Agent: +1 206-960-4280

The Notice must (a) include your name, residence address, email address, and telephone
number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought.
Our notice to you will be similar in form to that described above. If you and Atavus cannot reach
an agreement to resolve the claim within thirty (30) days after such Notice is received, then
either party may submit the dispute to binding arbitration administered by JAMS or, under the
limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved
through confidential, binding arbitration. Arbitration proceedings will be held in Seattle
Washington, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS
Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are
hereby incorporated by reference. You either acknowledge and agree that you have read and
understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any
claim that the JAMS Rules are unfair or should not apply for any reason.

You and Atavus agree that these Subscription Terms affect interstate commerce and that the
enforceability of this Section 11 will be substantively and procedurally governed by the Federal
Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable
law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive
authority to make all procedural and substantive decisions regarding any dispute and to grant
any remedy that would otherwise be available in court, including the power to determine the
question of arbitrability. The arbitrator may conduct only an individual arbitration and may not
consolidate more than one individual’s claims, preside over any type of class or representative
proceeding or preside over any proceeding involving more than one individual.

The arbitrator, Atavus, and you will maintain the confidentiality of any arbitration proceedings,
judgments and awards, including, but not limited to, all information gathered, prepared and
presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will
have the authority to make appropriate rulings to safeguard confidentiality, unless the law
provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure
is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a
court application for a preliminary remedy or in connection with a judicial challenge to an
arbitration award or its enforcement, or to the extent that disclosure is otherwise required by
law or judicial decision.

You and Atavus agree that for any arbitration you initiate, you will pay the filing fee and Atavus
will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Atavus will
pay all JAMS fees and costs. You and Atavus agree that the state or federal courts of the State of
[state] and the United States sitting in [county, state] have exclusive jurisdiction over any appeals
and the enforcement of an arbitration award.

Any claim arising out of or related to these Subscription Terms or our Platform, Platform
Content, or Services must be filed within one year after such claim arose; otherwise, the claim is
permanently barred, which means that you and Atavus will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted
the terms of this Section 11 by emailing us at [email protected]. In order to be effective, the
opt-out notice must include your full name and address and clearly indicate your intent to opt
out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve
disputes in accordance with this Section 11.

If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, (a) the
unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the
unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this
Section 11 or the parties’ ability to compel arbitration of any remaining claims on an individual
basis pursuant to this Section 11; and (c) to the extent that any claims must therefore proceed
on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil
court of competent jurisdiction and not in arbitration, and the parties agree that litigation of
those claims shall be stayed pending the outcome of any individual claims in arbitration. Further,
if any part of this Section 11is found to prohibit an individual claim seeking public injunctive
relief, that provision will have no effect to the extent such relief is allowed to be sought out of
arbitration, and the remainder of this Section 11 will be enforceable

12. Severability. If any provision of these Subscription Terms shall be deemed unlawful, void or
for any reason unenforceable, then that provision shall be deemed severable from these Terms
and shall not affect the validity and enforceability of any remaining provisions.