Last Updated: 13 July, 2021
1.1. Vanta is a youth esports development program that provides expert coaching and mentorship through our team based learning platform and competitive leagues on our Site and through our Services. The Services may permit you to communicate with other Users of the Services through a variety of means, including direct messaging, group messaging, practice sessions, competitions, and other group events. Please note that participation in certain leagues, competitions, and other features of the Services may be subject to additional terms and conditions made available to you by Vanta.
1.2. The Services may leverage third party services (which may include third party apps, third party platforms, third party databases, and the like) (“Third Party Components”). Vanta has no responsibility or liability for any act, omission, or occurrence that is at all associated with any Third Party Component, and your use of any Third Party Component shall be subject to the terms and conditions applicable thereto.
1.3. Vanta may charge fees for use of the Services (“Fees”), which shall be due and payable in such amounts and at such times as are described in the Services from time to time. Vanta may use a third party payment service to process your payment of Fees. By submitting your payment account information, you grant us the right to store and process your payment information with the third party payment service and agree that we will not be responsible for any failures of the third party to adequately protect such information. The processing of payments may be subject to the terms, conditions and privacy policies of such third party payment service in addition to this Agreement.
1.4. Your right to use the Services is non-exclusive, limited, non-transferable, and freely revocable, and is for your personal, noncommercial use only and as permitted by this Agreement and the features of the Services. We reserve all rights not expressly granted herein in the Services.
2.1. To participate in our leagues and competitions, Users must register an Account (as defined below). Users may register an Account as either: 1) a parent or guardian representing a Gamer (a “Parent”); or 2) a coach who supervises Gamers’ participation in our leagues (a “Coach”).
2.2. Users are solely responsible for complying with all applicable laws, rules and regulations and standards.
2.3. Parents are required to create Accounts on behalf of a child under age 13. The Parent must provide consent to and authorize use of the Services, and supervise and control such child’s use. Any access or use of the Services by a child under age 13 without the consent and supervision of their Parent is strictly prohibited and in violation of this Agreement. If you are a child age 13 using the Service, then “you” as used herein (unless context requires otherwise) includes both you and your Parent.
3 USER INFORMATION.
3.2. You must open an account with us (an “Account”) to use the Services. During registration, we will ask you for information, including your fist and last name, email, phone number, location information, age, school name, gamer skill level, gamer’s in-game name, schedule conflicts, coach and friend requests, t-shirt size, how you heard about us, and birthdate. You must provide accurate and complete information in response to our questions and you are solely responsible for keeping that information current. In order to create your Account you will be required to set a password. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Account. We will assume that if your login or payment method are used to access the Services, the User has the legal authority to use such login or payment method.
3.3. You may provide to Vanta or to other Users information about yourself in connection with your use of the Services (collectively the “User Information”). You acknowledge and agree that you are free to share — or not share — User Information in connection with your use of the Services, and that to the extent you choose to provide User Information to us or to other Users, you do so with full understanding of (i) our rights to use such information under this Agreement (including for purposes of delivering and improving the Services) and (ii) the fact that we do not control third parties such as other Users.
3.4. By providing User Information, you acknowledge and agree that you may receive emails, phone calls, text messages, push notifications, or other communications from us or from other Users regarding the Services or about your use of our Services, and you may also receive marketing materials from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law. These communications may contain User Information or information from other Users. To opt-out of receiving any marketing communications from us, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services.
3.5. Except as necessary to provide the Services and operate our Sites (which includes making certain User Information available to other Users), we agree to keep the User Information confidential and not to disclose it to any third party. Notwithstanding the foregoing, we shall have no obligation of confidentiality whatsoever to the extent the User Information (i) is or becomes generally available to the public through no act or omission of Vanta, (ii) was in Vanta’s lawful possession prior to the disclosure, (iii) is lawfully disclosed to Vanta by a third party without restriction on disclosure, or (iv) is disclosed by operation of law.
3.6. You hereby grant to Vanta a perpetual, irrevocable, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use your User Information to provide the Service and to develop or improve any Vanta product or service (subject in all respects to Vanta’s confidentiality obligations in Section 3.5).
3.7. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.
4 SAFETY AND RESTRICTIONS
4.1. Safety is a core philosophy at Vanta. In order to use the Services, you agree that:
• As a coach you will not attempt to contact any user, gamer or otherwise outside of the Vanta platform through any other medium or 3rd party application.
• As a player you will not attempt to contact any Coach outside of the Vanta platform through any other medium or 3rd party application.
• You will only use the Services as permitted by these Terms.
• You will not use the Services for any illegal, misleading, unlawful, fraudulent, or unauthorized purpose. • You will not impersonate others or provide inaccurate or misleading information.
• You will not interfere with or impair the intended operation of the Services, or interfere with any other user’s use of the Services.
• You will not post User Content that contains or links to pornography, graphic violence, threats, hate speech, or incitements to violence.
• You will not post sensitive, confidential, or private information, or do anything that violates the rights of others. • You will not use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other user’s information.
• You will not upload viruses or other malicious code or otherwise compromise the security of the Services. • You will not use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent.
• You will not attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access.
• You will not probe, scan, or test the vulnerability of our Services or any system or network. • You will not encourage or promote any activity that violates these Terms.
5 OWNERSHIP; PROPRIETARY RIGHTS.
5.1. The Services are owned and operated by Vanta and its licensors. All content and all other elements (whether written or otherwise) of the Services (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are the property of Vanta. You agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
5.2. You may provide feedback, ideas, and suggestions to Vanta (collectively, “Suggestions”). If you provide any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
6 USER CONTENT
6.1. Our Services may allow Users to upload, post, and otherwise display content, including documents, images, and various digital content (“User Content”). Users are solely responsible for any content uploaded or downloaded through the Services, including any consequences of making User Content available in connection with the Services. We do not claim any ownership rights to your User Content. By providing or sharing User Content, you represent that you have all necessary rights to your User Content and that you’re not infringing or violating any third party’s rights by posting it or providing it to us. By providing or sharing User Content through our Services, you agree to allow others to view, edit, share, and/or interact with your User Content in connection with the Services. We reserve the right (but not the obligation) in our sole discretion to remove any User Content without notice. By providing or sharing User Content, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, for use in connection with the Service and our (and our successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.
6.2. We assume no responsibility or liability for any User Content. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content through the Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Vanta shall not be liable for any damages you allege to incur as a result of or relating to any User Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms. You also represent that, to the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate.
7 SUSPENSION; VIOLATIONS; MODIFICATIONS; TERMINATION.
7.1. We may, without prior notice or liability to you: (i) change or modify the Services in any way; (ii) stop providing the Services, generally or to any User; or (iii) create usage or other limitations. You agree that we may also suspend or terminate your use of any Services or any portion thereof at any time, for any or no reason, and you agree that Vanta will not be liable to you or any third party for any such termination. You acknowledge and agree that Vanta has invested in finding and engaging Gamers and Coaches as part of the Services, and therefore that use of the Gamers or Coaches outside of the Services (or another contact with the Gamers or Coaches that is intended to, or has the effect of, avoiding Fees that would otherwise be payable) will cause substantial harm to Vanta for which monetary damages may be assessed, but for which monetary damages alone may not be sufficient. Any suspected inappropriate, fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Vanta may have at law or in equity.
7.2. Upon termination of your Account you lose all access to the Services and any portions thereof, including, but not limited to, your Account and User Information. In addition, we may delete all User Information and other information and data stored in or as a part of your Account including, but not limited to, data files, messages, league and competition information, email, and preferences without further liability.
8 DISCLAIMERS; NO WARRANTIES.
8.1. THE SERVICES ARE MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VANTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. VANTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8.2. We cannot and do not assure that other Users are or will be complying with the limitations on use and rules of conduct or any other provisions of these Terms, and, as between you and us, you assume all risk of harm or injury resulting from any such lack of compliance. We do not assume any obligation or liability with respect to any disputes between Users. We are not liable or responsible for performance by any User.
You agree to indemnify, defend, and hold Vanta (and its affiliated companies, contractors, employees, director, officers, and agents) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Services generally; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement. Vanta reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
10 LIMITATION OF LIABILITY AND DAMAGES.
10.1. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL VANTA (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF VANTA OR A VANTA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL VANTA (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, DIRECTORS, OFFICERS, OR AGENTS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF (i) THE FEES PAID UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND (ii) ONE HUNDRED U.S. DOLLARS ($100).
10.2. APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT VANTA’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.
You hereby release and forever discharge us (and our directors, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of the Services or other Users; or (ii) any Third Party Component. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
12 BENEFIT OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT VANTA HAS OFFERED THE SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS, THE LIMITATION OF LIABILITY AND DAMAGES, AND THE RELEASE SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS, THE LIMITATION OF LIABILITY AND DAMAGES, AND THE RELEASE SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND VANTA, AND THAT THE FOREGOING FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VANTA. VANTA WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THE FOREGOING.
13.1. This Agreement, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 13 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of arbitration or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state court located in Suffolk County, Massachusetts or a federal court located in Boston, Massachusetts, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
13.4. You may opt-out of arbitration. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing within thirty (30) days after the date that you first accepted this Agreement. The opt-out notice must state that you do not agree to arbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt-out of arbitration. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt-out of arbitration. You must use this address to opt-out: firstname.lastname@example.org
13.5. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to remove the arbitration procedures from this Agreement, such removal shall not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal. This agreement to arbitrate will survive the termination of your relationship with us.
14.1. Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
14.2. Notices. Vanta may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings provided through any Services. You must provide notice to Vanta by email or regular mail using the information on the Site.
14.3. Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you. Vanta may at any time, for any reason and without restriction, transfer or assign this Agreement and the obligations contained in this Agreement to a third party. You hereby acknowledge and agree that if another company acquires Vanta or substantially all of our assets (by sale, merger, or otherwise), that transaction may include a sale or transfer of your User Information and you agree to such transfer without further action or confirmation.
14.4. Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, hereby do survive any expiration or termination of this Agreement or any termination of your use of access to any Services.
14.5. Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and Vanta, or in accordance with Section 14.7 below.
14.6. Claims. YOU AND VANTA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO ANY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.7. Modification. We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion upon notice to you, and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above, which shall constitute notice to you. Your continued use of the Services is deemed to confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the Update, you must discontinue using the Services.
15. CONTACT US
15.1. If you have any comments, questions, concerns, or suggestions about these Terms, please contact us at email@example.com