Terms of Service
Terms of Service
PLEASE READ THESE TERMS OF SERVICE (“Terms”) CAREFULLY. THESE TERMS, AS MODIFIED OR AMENDED FROM TIME TO TIME, ARE A LEGALLY BINDING AGREEMENT BETWEEN ROLLING WAVE CONSULTING INC. (“Rolling Wave”, "we" or “us”) AND YOU ("you” or “your”).
We provide certain products, services, content and resources (collectively, the “Services”) to you through this website and related websites and webpages (collectively, the “Websites”). Your access to and use of the Websites or Services are provided to you subject to your acceptance of and compliance with these Terms. By accessing or using the Websites or Services, you acknowledge and agree that you have read, understood and agreed to these Terms.
We reserve the right to amend these Terms at any time without prior notice to you. Your continued access to or use of the Websites or Services after such change constitutes your acceptance of the Terms as modified. It is your responsibility to review these Terms regularly. If you do not agree with one or more of these Terms, you are not permitted to access or use the Websites or Services.
- MINIMUM AGE REQUIREMENT
The Websites and Services are intended for use by persons who are at least 18 years old, or the legal age required to form a legally binding agreement in your jurisdiction if that age is greater than 18. By using the Websites or Services, you represent and warrant that you are at least 18 years old and of legal age to form a binding agreement. If you are under 18, you may use the Websites or Services only with the permission and involvement of a parent or guardian.
Provision of certain Services may require completion of a registration process for creation of an account (your “Account”). Your Account is for your personal use only. You may not authorize others to use your Account or attempt to use another person or entity's Account. You may not assign or otherwise transfer your Account to any other person or entity.
You are solely responsible for your actions in using your Account and the actions of anyone using your Account, and you assume all liability regarding:
- the information and content you or anyone using your Account posts, publishes, transmits or otherwise discloses;
- the information and content you or anyone using your Account posts, publishes, transmits or otherwise makes available through the Services; and
- your or anyone using your Account's interactions with other persons through the Websites or Services.
- any matter related to compliance with these Terms;
- any matter related to performance of these Terms; or
- any communications or activities related to the Websites or Services.
- CUSTOMER SUPPORT
You may contact our support team by sending an email to firstname.lastname@example.org. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind.
- ACCEPTABLE USE AND RESTRICTIONS
In addition to complying with these Terms, you agree to use the Websites and Services for lawful purposes only and in a manner consistent with local, national or international laws and regulations.
You agree not to:
- re-publish the Websites, the Services or any portion thereof in any other media except in accordance with these Terms;
- sell, sublicence or otherwise commercialize the Websites, the Services or any portion thereof except in accordance with these Terms;
- use the Websites or Services contrary to applicable law;
- use the Websites or Services in any manner that infringes, violates or misappropriates the intellectual property rights of any person or entity;
- use the Websites or Services in any manner that may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity;
- use any robot, spider, scraper, or other automated means or interface to access the Websites or extract data or gather or use any Services or other information without our express written consent;
- impersonate or misrepresent your affiliation with any person or entity;
- bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Websites or Services;
- take any action which may reasonably impose a significant burden (as determined by us) on our infrastructure or the performance thereof; or
- send to or otherwise affect the Websites, Services or any person or entity with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Websites or any recipient.
If we believe you are using the Websites or Services illegally or in a manner that violates these Terms, we reserve the right to limit, suspend or terminate your access to or use of the Websites or Services. We also reserve the right to take legal steps to prevent you from accessing or using the Websites.
- EXTERNAL CONTENT
Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including (without limitation) other users of the Websites, are those of the respective author(s) or distributor(s) and not of us. We are not responsible for the accuracy or reliability of any opinion, advice, information, or statement made regarding the Websites or Services by anyone other than our authorized employees acting in their official capacities.
- THIRD PARTY DEALINGS; LINKS
The Websites may contain advertisements, offers or links to other websites and resources of third parties that we do not own or control (“Linked Websites”). Linked Websites are provided for your convenience only. Provision of advertisements, offers or links does not imply an endorsement of any Linked Websites or resources therein or an affiliation with their owners or operators.
You acknowledge and agree that we are not responsible or liable for:
- the availability or accuracy of Linked Websites; or
- the content, advertisements, or products or services on or available from Linked Websites.
Your correspondence or business dealings with, or participation in promotions of, third party merchants or advertisers that are found on or through the Websites or Linked Websites, including, for example, "click to purchase" and other similar programs and agreements, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You hereby waive any claim against us and agree to hold us harmless from any loss or damage of any kind incurred as a result of any such dealings or as a result of the presence of the Linked Websites.
- PAID SERVICES
“SportWise” is our software as a service consumer product that allows for advanced sports data analysis. Without limiting the definition of either term, SportWise forms part of the Services. Subject to payment of applicable fees and compliance with all other provisions of these Terms, we will grant to you a non-exclusive, non-transferable, revocable, limited licence to access and use SportWise for the purpose of sports data analysis within the framework of the SportWise client made available by us via webpage or mobile means. This licence includes the right to use the sharing function within the SportWise client for the intended purpose of displaying data outputs outside of the Sportwise client on supported assets.
“DataFeeds” is our sports data product designed for businesses that allows for provision of real time and post-game sports data feeds. Without limiting the definition of either term, DataFeeds forms part of the Services. Subject to payment of applicable fees and compliance with all other provisions of these Terms, we will grant to you a non-exclusive, non-transferable, revocable, limited licence to access and use DataFeeds for the purpose of consuming sports data within the framework of the application programming interface. This licence includes the right to use the DataFeeds data outputs for internal and commercial purposes. This licence excludes any right to commercialize the background software and proprietary methods used by us to collect, store or provide sports data in connection with DataFeeds.
For the purposes of these Terms, “Paid Services” means SportWise and DataFeeds.
Your licence to access and use either or both of the Paid Services (as applicable) will terminate immediately upon:
- cancellation of your Order (as defined below) and completion of the period for which the Fees (as defined below) have been paid;
- failure to pay the Fees when due;
- termination of provision of the Paid Services by us in accordance with these Terms.
Subject to payment of applicable fees and compliance with all other provisions of these Terms, we will make available to you each new update to the Paid Services for no additional fee at the time such update is made generally available to other users of the Paid Services. Updates will not include other Services for which there is a separate charge. We may also provide patch release that we, in our sole discretion, generally make available to other users of the Paid Services.
We reserve the right to:
- modify, add to, suspend, delete, remove or disable access to any aspect of the Paid Services, in whole or in part, at our sole discretion at any time, with such modifications, additions, suspensions, deletions, removals or restrictions being immediately effective;
- immediately suspend your Account or access to or use of the Paid Services or any portion thereof if you breach any provision of these Terms or fail to pay any amount owing to us; and
- monitor your use of the Paid Services for any purpose.
You agree to:
- only use the Paid Services in the manner for which they are intended;
- comply with all reasonable security practices and directions provided by us and provide a reasonable level of protection and security for the Paid Services to ensure that there is no disclosure, unauthorized access to or unauthorized use of the Paid Services;
- notify us promptly of any disclosure, unauthorized access to or unauthorized use of the Paid Services; and
- use the Paid Services only in accordance with applicable law.
You agree not to:
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make available to any third party the Paid Services other than as expressly permitted under these Terms;
- copy, frame, mirror, modify, adapt, reverse engineer, decompile, disassemble or create derivative works of the Paid Services (including associated or related software) or direct a third party to do the same;
- convert the Paid Services (including associated or related software) into human readable form or direct a third party to do the same;
- copy any features, functions or graphics of the Paid Services other than as expressly permitted under these Terms;
- remove or modify any program markings or any notice of our proprietary rights;
- alter, deface, remove, obliterate or mutilate in any manner whatsoever, any of our trademarks or any other brand or name which we may attach to or make part of the Paid Services, any screens, packaging or any sales literature, promotional or descriptive materials;
- adopt, register or use in any manner whatsoever, any word, symbol or combination thereof, which in anyway imitates, resembles or is similar to any of our trademarks;
- use the Paid Services to infringe upon or violate our intellectual property rights or the intellectual property rights of any third party;
- access or use the Paid Services to build or support or assist a third party in or direct a third party to build or support products or services competitive to ours;
- interfere with or circumvent any security features of the Paid Services;
- modify reroute, damage, disable, overburden or impair the Paid Services in any way;
- enable or use any third party application to access the Paid Services unless the same has been authorized in writing by us; or
- use the Paid Services to upload, email, post, publish or otherwise transmit any material, for any purpose, that may: (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or regulations.
An order for Paid Services may be placed using the Websites (an “Order”). Your Order will set out the minimum term (duration) and details of the Paid Services that may be provided by us. You agree that your Order for Paid Services is an offer to buy under these Terms. Unless your offer to buy is accepted by us, we are under no obligation to sell or provide such Paid Services to you. We reserve the right to limit the sale or provision of Paid Services to any person, geographic region or jurisdiction and may exercise this right on a case-by-case basis. We reserve the right to discontinue any Paid Services at any time or to discontinue provision of the Paid Services through certain Websites. We will not be liable to you or any third-party for any modification, price change, suspension or discontinuance of the Paid Services.
In the event that we make a change to or cancel an Order for Paid Services, we will notify you using the contact information that you have provided. You agree to provide current, complete and accurate purchase and Account information. You agree to promptly update your Account and other information, including your email address and credit card information, so that we can complete your transactions and contact you as needed.
We may, from time to time, offer promotions or free trial periods for Paid Services in our sole discretion. We reserve the right to cancel or otherwise modify the terms of any such promotions or free trial periods.
In consideration for provision of the Paid Services, you will pay to us the fees associated with the Paid Services for your Order (the “Fees”). The Fees are additive and based on your Order, including (without limitation) which of the Paid Services you order, the package or packages selected and the sport or sports. The Fees payable for each of our Paid Services are set out on the applicable payment pages on the Websites. Please review the payment page carefully prior to finalizing your Order.
After your place your Order, Fees for SportWise will be automatically billed on a monthly basis against the credit card that you provide in connection with your Account or Order and update in accordance with these Terms. You hereby authorize us to automatically bill the credit card that you provide to collect the Fees due pursuant to your Order.
After your place your Order, Fees for DataFeeds will be invoiced on a monthly basis. We will provide the invoice to you using the contact information that you provide in connection with your Account or Order and update in accordance with these Terms. Fees are due within 30 days of the date of the invoice. Interest will accrue on overdue amounts at a non-compounding rate of 1% per month. At any time, you may provide a credit card and authorize us to bill the credit card that you provide to collect the Fees due pursuant to your Order. Alternatively, you may authorize us to directly withdraw Fees from your bank account in connection with a pre-authorized debit form duly completed and signed by you.
You understand and agree that your initial payment of the Fees and any applicable recurring payments may be processed by us or by a third-party company that provides payment services to us under contract.
You agree to:
- provide current, complete, and accurate information related to billing of Fees (including, without limitation, information related to your Account);
- promptly update all such information if changes occur; and
- promptly notify us if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password).
Notwithstanding any failure to comply with the provisions above, you will remain liable for any Fees that accrue for the Paid Services pursuant to your Order. In addition, you authorize us to obtain and process updated or replacement expiration dates and card numbers for your credit card or debit card as provided by your credit or debit issuer.
We reserve the right to alter the Fees at any time. If we alter the Fees for Paid Services that you are already paying for, we will provide notice of the change to you (by email to the email address you provided when you ordered the Paid Services) at least 7 days prior to the new price being implemented, and you will have the option to cancel your Order for Paid Services if you do not agree with the new price being offered to you.
Paid Services are non-refundable unless expressly stated otherwise in these Terms. If you initiate a chargeback or otherwise reverse a payment made by you using your chosen payment method, we may terminate your Account immediately. You are responsible for all costs associated with your use of your selected payment method including, without limitation, exchange rates, transaction fees, interest, and other fees charged by your credit or debit card companies and banks.
- AUTOMATIC RENEWAL BILLING
Please be aware that when you order any Paid Services, including any applicable trial period, you will become liable for automatic renewal billing. This means that the minimum duration of your Order for Paid Services will be for the period that you select (e.g. 1 month), that Fees will be due for this period and that this Order will automatically renew until you cancel (in accordance with these Terms) the Paid Services ordered.
- BILLING DISPUTES AND REFUNDS
In the event that you disagree with any charge made in relation to Fees for Paid Services (a “Dispute”), you agree to contact us with a view to resolving the Dispute prior to raising a notification or complaint with your credit card company. You agree to contact us either by email or telephone and to provide us with your reasons for the Dispute. All disputes must be raised within 3 months of the disputed transaction occurring.
We reserve the right to issue refunds for Fees in our sole discretion and on a case-by-case basis. To request a refund, you must contact our customer service department through our "Contact Us" page on the Websites. Within a reasonable amount of time after receipt of a request for a refund, we will notify you of whether we will issue the refund requested.
If a request for a refund is accepted:
- we will issue the refund via the original method of payment;
- if for recurring Fees, we will only refund the most recent payment; and
- we reserve the right to immediately terminate provision of the Paid Services for which the refund is requested.
- WARRANTIES, LIABILITY AND INDEMNITY FOR PAID SERVICES
The Paid Services are delivered “as is” and with all faults. All warranties or conditions, express or implied, including the implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose and infringement and those arising by statute or otherwise in law or from the course of dealings or usage of trade are hereby excluded.
We do not represent or warrant:
- the performance of the Paid Services;
- that the Paid Services will meet any of your particular requirements;
- that the Paid Services will operate error-free or uninterrupted;
- that any faults in the Paid Services can be corrected;
- that there will not be errors in any data points; or
- that any data or information provided pursuant to the Paid Services will be accurate.
You acknowledge and agree that:
- a breach of security of the system supporting the Paid Services may occur through no fault of us;
- we do not control the transfer of data over communications facilities, including internet and encryptions mechanisms, and the Paid Services may be subject to the limitations, delays and other issues inherent in the use of such communications facilities; and
- other than as expressly provided in these Terms, we are not liable for any losses you suffer or may suffer as a result of a breach of security of the system supporting the Paid Services or as a result of any delays, delivery failures or other issues related to the use of such communications facilities.
We accept limited liability for direct damages due to our negligence where direct damages are incurred by you, using the Paid Services correctly and for their its intended purposes and within the licence grant. In no event will we be liable for any other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of the Paid Services or provision of the Paid Services, even if we have been advised of the possibility of such damages. You will be solely responsible for and will assume the entire risk as to the results and performance of the Paid Services, including but not limited to all decisions made based on your use of the Paid Services. You will be solely responsible for any losses, damages or claims (and for any costs associated therewith) alleged by any third party as a result of your use of the Paid Services.
You will indemnify, defend, and hold harmless Rolling Wave and its affiliates, including all officers, directors, shareholders, employees, agents, licensors, distributors and suppliers thereof, from and against any and all claims, demands, actions, losses, liabilities, settlements, expenses (including, without limitation, lawyers’ fees and other costs of litigation), and causes of action arising out of or relating to your use or misuse of the Paid Services or your breach or alleged breach of these Terms.
Neither you nor Rolling Wave will be liable for any indirect, incidental, special, punitive or consequential damages, or any loss of revenue or profits (excluding fees under these Terms), data or data use. Our maximum liability for any damages arising out of or related to these Terms, whether in contract, tort or otherwise, will not exceed, in the aggregate, the total amounts actually paid to us under these Terms in the twelve (12) month period immediately preceding the event giving rise to such claim.
- THIRD PARTY TECHNOLOGY
Third party technology may be appropriate or necessary for use with some of the Paid Services or portions thereof. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by the license provider and not by us nor under these Terms.
- INTELLECTUAL PROPERTY
You acknowledge and agree that the Websites and the Services (including the Paid Services) are our property and are protected by applicable intellectual property and other laws. All rights not expressly granted to you pursuant to these Terms are reserved solely by us. We own all right, title and interest in and to the Websites and the Services (including the Paid Services) and all intellectual property rights thereto, as well as all updates, improvements and patch releases, if any.
- OTHER PROVISIONS
Anything in the Websites inconsistent with these Terms is superseded by these Terms. No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision in these Terms. If, in any jurisdiction, any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, such provision will be restricted or eliminated to the minimum extent necessary, and the remaining provisions will otherwise remain in full force and effect. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
The relationship between you and Rolling Wave will be that of independent contractors, and as between you and Rolling Wave, neither will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or use of the Websites or Services (including Paid Services).
These Terms, the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Alberta, Canada and the laws of Canada applicable in Alberta. You submit to the exclusive jurisdiction of the courts of the Province of Alberta.