This is the prior version of the Facility Agreement Terms and Conditions. It applies until November 7, 2026, when it is replaced by the Instant Booking Facility Agreement Terms and Conditions.
These Terms & Conditions (these “Terms”) are incorporated the written agreement between you (“Customer”) and CourtsApp LLC (“CourtsApp”) (collectively, the “Agreement”). By accepting these Terms, Customer agrees to be bound hereby. Customer understands and agrees that these Terms may be updated or amended by CourtsApp from time to time as set forth below. CourtsApp and Customer may be referred to in the Agreement individually as a “Party” or collectively as the “Parties”.
(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
(b) “Courts” means those pickleball, tennis, padel, racquetball, table tennis or other racket or paddle sport courts located at a Facility.
(c) “Facility” means each of those facilities of Customer as set forth in the Agreement.
(d) “Laws” means all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, orders, and other requirements of any governmental authority.
(e) “Payment Processor” means CourtsApp’s designated payment processor, which may be changed from time to time by CourtsApp in its sole discretion upon at least thirty (30) days’ advance written notice to Customer. As of the Effective Date, the Payment Processor is Stripe.
(f) “Person” means any individual, corporation, partnership, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever.
(g) “Platform” means the online software, website, mobile application, and related technology and services provided by CourtsApp that enable the listing, discovery, booking, and management of reservations and related offerings and services for Courts at Facilities by Players, including all updates, enhancements, and modifications thereto.
(h) “Player” means Person who accesses or uses the Platform, including, without limitation, those who search for, reserve or book Courts at Facilities through the Platform.
Customer agrees to cooperate fully with CourtsApp in the onboarding process, including promptly providing all information, documentation and materials reasonably requested by CourtsApp and taking all other steps and actions reasonably required by CourtsApp for Customer to be onboarded with CourtsApp and to have its Courts listed on the Platform. Customer represents and warrants that all information provided to CourtsApp shall be true, correct and complete in all material respects.
Customer shall provide CourtsApp with accurate, complete and up-to-date information regarding the availability, location, features, pricing, and booking terms for each of its Courts located at a Facility that Customer wishes to be listed for reservation on the Platform (“Court Information”). Customer (if available) will allow CourtsApp to access API or webhook capabilities of its booking software for purposes of listing availability and facilitating
booking. In the absence of an API/webhook, Customer will provide CourtsApp access to its court booking database and will permit CourtsApp to extract Court availability from such database for purposes of listing availability and facilitating bookings. Customer shall be solely responsible for the accuracy all Court Information provided to CourtsApp.
(a) Reservations. A Player may reserve a Court through the Platform (a “Reservation”). All Reservations made through the Platform shall be provided with the same preferences, priorities and treatment as are reservations made by a person made directly with Customer. Customer agrees that it shall not request, encourage, or otherwise induce any Player to cancel a Reservation or to take any other action for the purpose of circumventing CourtsApp or avoiding payment of any fees or commissions owed to CourtsApp under the
Agreement.
(b) Cancellations. If a Player cancels a Reservation at least twenty four (24) hours prior to the start time of a Reservation, such Player shall be provided with a full refund or account credit equal to the full amount of the Reservation. No refunds or account credits will be provided to the Player if a cancellation occurs less than twenty four (24) hours prior to the start time of a Reservation.
(c) Court Approvals. If Customer is required to manually approve each Reservation, then Customer agrees to use commercially reasonable efforts to approve or deny each Reservation within fifteen (15) minutes of receipt, but in no event shall Customer take more than twelve (12) hours to respond to a request for Reservation.
Customer may list a Court on the Platform for any price it so chooses, provided that the price for such Court is not greater than the price offered to the general, non-member public. CourtsApp shall be paid the commission as set forth in the Agreement (the “Commission Fee”).
Customer shall be required to establish and maintain an account with the Payment Processor as a condition to receiving payments under the Agreement. Customer shall comply with all terms, conditions, and requirements of the Payment Processor. All fees charges, and expenses imposed by the Payment Processor, including those related to the calculation, collection and remittance of sales tax, shall be split proportionately between Customer and CourtsApp based upon the split of the gross booking fees between the Parties.
Customer shall receive payment for each Court reservation made through the Platform, net of CourtsApp’s Commission Fee, in accordance with the processing timeline of the Payment Processor, provided that payments shall be made no less frequently than monthly unless a payment schedule less frequent than monthly is selected by Customer.
Customer shall be liable for all federal, state, local or other taxes, including, without limitation, sales, use, excise and property taxes, or amounts levied in lieu thereof; provided, however, Customer shall have no responsibility for taxes imposed on CourtsApp’s net income by any taxing authority. If required by applicable law, CourtsApp will calculate, collect and remit all applicable sales, use or similar taxes (collectively, “Taxes”) on transactions with Players. Customer shall not collect, attempt to collect, or remit Taxes on any Reservations made through the Platform. CourtsApp will deduct the applicable Taxes from the payments made to Customer. CourtsApp reserves the right to withhold or adjust payouts to Customer as is necessary to cover any tax-related obligations, errors or adjustments. In the event of any sales tax audit or assessment of CourtsApp, Customer acknowledges and agrees
that CourtsApp may recover directly from Customer or offset future payments to Customer by such amounts
necessary to address tax liabilities or errors related to transactions of Customer that are processed through the Platform.
The Agreement shall remain in full force and effect until terminated by either party in accordance with Section 4.2(the period the Agreement is in effect, the “Term”).
(a) Termination for Convenience. Either Party may terminate the Agreement at any time upon thirty (30) days’ prior written notice to the other Party.
(b) Termination for Cause. Either Party may terminate the Agreement upon written notice to the other Party in the event the other Party materially breaches the Agreement and, if such breach is capable of cure, fails to cure the breach within 15 days after receipt of written notice thereof. A material breach by a Party shall include, but is not limited to: (i) the filing of bankruptcy, receivership or similar proceeding due to insolvency (voluntarily or involuntarily) with respect to such Party; (ii) dissolution, liquidation, or other discontinuation of all or a significant part of the such Party's business operations or the threat to cease to carry on all or a significant part of its business operations; or (iii) any material breach of such Party’s representations, warranties, covenants or other obligations set forth in this Agreement. Any termination effected pursuant to this Section 4.2(b) shall be deemed effective as of the date specified in the notice of termination.
Notwithstanding any termination or expiration of the Agreement, Sections 3.4 (Taxes), 5 (Intellectual Property; Marks; Data Privacy), 6.3 (Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality) and 11 (General) shall survive and remain in full force and effect.
Each Party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the Term. Except for the license grant set forth in Section 5.2, the Agreement and these Terms shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that CourtsApp uses to perform its services under the Agreement, including all enhancements and improvements thereto, are and shall remain the exclusive property of CourtsApp.
During the Term, each Party grants to the other Party a limited, worldwide, non-exclusive, non-transferable, royalty-free license to use, affix, reproduce, and display its name, logo, trademarks and other identifying marks (the “Marks”) solely in furtherance of the Agreement and the transactions contemplated thereby, provided that any such use shall be in accordance with the brand guidelines provided by the owner of the Marks. After termination of the Agreement, each Party shall stop using the Marks of the other Party and shall use its
commercially reasonable efforts to remove the Marks of the other Party from its website, Platform and other marketing materials; provided, however, such Party will be authorized maintain the Marks of the Party to the extent reflected in general marketing materials, or which otherwise would not be commercially feasible for such Party to remove and/or modify.
The Parties acknowledge that CourtsApp may disclose, in accordance with applicable Law, certain personal information of Players (“Player Data”) to Customer for purposes of scheduling the Players’ respective courts.
Player Data shall also be Confidential Information (as defined below) subject to the terms of Section 9 . For avoidance of doubt, Player Data does not include personal information Customer may collect directly from the player (e.g., if player becomes a member of Customer’s facility). If CourtsApp discloses any Player Data to Customer, Customer may use the Player Data solely for the limited and specified purposes of (1) providing services under the Agreement to Players (the “Permitted Purpose”) and (2) for direct marketing to the individual of services offered solely by Customer, consistent with applicable law. Player Data may be used for no other purpose within or outside of the parties’ direct relationship (unless permitted by law) without CourtsApp’s advance written consent, which consent may be withheld in CourtsApp’s sole discretion.
Each Party is responsible for complying with all applicable Laws, including any applicable data privacy and security Laws. Customer may not sell or share (as those terms are defined by applicable privacy Laws) Player Data received from CourtsApp, including for cross-context (behavioral) advertising. Customer may not combine or update Player Data with any personal information Customer obtains through other sources, unless expressly permitted by Law. Customer will provide at least the same level of privacy protection for Player Data as CourtsApp must provide. Any sub-processing agreements Customer enters into related to the Player Data must be in writing and contain terms substantially similar to those set out in this Section 5.3 .
Customer shall implement appropriate technical, administrative, and organizational measures to protect Player Data and any other personal information against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. If Customer suspects or confirms a personal data breach affecting Player Data (a “Security Breach”), Customer shall notify CourtsApp without undue delay and no later than seventy-two (72) hours after becoming aware of the suspected or actual Security Breach. Customer will not inform any third party of a Security Breach involving Player Data without first obtaining CourtsApp’s prior written consent, except when required by Law. CourtsApp has the sole right to determine (a) whether to provide notice of a Security Breach involving Player Data to any data subjects, regulators, law enforcement agencies, or others, including the contents and delivery method of any such notice, and (b) whether to offer any type of remedy to affected data subjects, including the nature and extent of such remedy. Customer will cover all expenses associated with the performance of the obligations under this Section 5.3 , including any expenses incurred by CourtsApp responding to and mitigating damages.
If Customer receives any correspondence, enquiry, or complaint from a data subject, regulator, or other third party (“Correspondence”) related to processing of the Player Data, it shall promptly inform CourtsApp no later than three (3) business days following receipt of the Correspondence, giving full details of the same. The Parties shall cooperate reasonably and in good faith to respond to the Correspondence in accordance with any requirements under applicable Laws. Customer will give CourtsApp its full cooperation and assistance in responding to any Correspondence. Customer will not disclose Player Data to any data subject or to a third party unless (a) the disclosure is at CourtsApp’s request or instruction, (b) permitted by the Agreement or these Terms, or (c) otherwise required by Law. Customer will promptly comply with any CourtsApp request or instruction requiring the Customer to amend, transfer, correct, or delete the Player Data, opt-out of the use of Player Data for marketing purposes, or to stop, mitigate, or remedy any unauthorized processing of Player Data.
Customer represents and warrants to CourtsApp that it understands the restrictions set forth in this Section 5.3 and will comply with them. Customer’s failure to comply with the terms of this Section 5.3 is a material breach of the Agreement. This Section 5.3 shall remain in full force and effect for as long as Customer retains any Player Data.
Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms related to the Platform; (ii) modify, translate, or create derivative works based on the Platform; or (iii) remove any proprietary notices or labels.
Customer represents and warrants to CourtsApp that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform its obligations under the Agreement and these Terms; (iii) the execution, delivery, and performance of the Agreement and these Terms have been duly authorized by all necessary corporate or organizational action; (iv) the Agreement and these Terms constitute a valid and binding obligation, enforceable against it in accordance with their respective terms; (v) the execution, delivery, and performance of the Agreement and these Terms by it does not and will not constitute a breach or violation of any Laws or any other agreement, obligation or understanding to which it is bound; and (vi) it will comply with all applicable Laws.
Customer agrees and acknowledges that the Platform is provided electronically and is susceptible to downtimes, crashes or other such technical issues. CourtsApp shall not be responsible or liable for any interruption, delay, suspension, or unavailability of the Platform or any related services, regardless of the cause, including but not limited to maintenance, technical issues, system failures, or events beyond CourtsApp’s reasonable control. CourtsApp does not guarantee continuous, uninterrupted, or secure access to the Platform.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6, COURTSAPP MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER. COURTSAPP HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, COMPLETENESS, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
THE AGGREGATE LIABILITY OF COURTSAPP ARISING OUT OF, RELATING TO OR OTHERWISE IN CONNECTION WITH THE AGREEMENT, THESE TERMS OR THE SUBJECT MATTER HERETO, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE COMPENSATION RECEIVED BY OR PAID TO COURTSAPP PURSUANT TO THE
AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE OCCURRENCE OF SUCH EVENT GIVING RISE TO SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING IN THE AGREEMENT OR THESE TERMS TO THE CONTRARY, COURTSAPP SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES RESULTING FROM LOSS OR INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, LOST DATA OR LOST PROFITS, ARISING OUT OF, RELATING TO OR OTHERWISE IN CONNECTION WITH THE AGREEMENT, THESE TERMS OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, EVEN IF COURTSAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer acknowledges that the limitations of liability contained in this Section 7 are a fundamental and material part of the basis of CourtsApp’s bargain hereunder, and CourtsApp would not enter into the Agreement absent such limitation of liability provisions.
Customer shall defend, indemnify and hold harmless CourtsApp and its affiliates and its and their respective members, officers, directors, employees, agents, representatives and advisors (each, an “Indemnified Party”) from and against any and all third-party claims, actions, suits, proceedings (or threat thereof), liabilities, losses, damages, fines, penalties, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or in connection with (a) Customer’s breach of any of its representations, warranties, covenants or other obligations in the Agreement or these Terms, (b) any personal injury (including death), illness or loss or damage to any property suffered or sustained by any Person, including, without limitation, any Player, at a Facility, or (c) the gross negligence or willful misconduct by Customer or its affiliates, employees, or agents, except to the extent such claim, loss, or liability is caused by the gross negligence or willful misconduct of an Indemnified Party. This Section 8 shall survive any expiration or termination of the Agreement.
By virtue of the Agreement, each Party may have access to or be provided with Confidential Information (as defined below) of the other Party. For purposes of the Agreement and these Terms, “Confidential Information” of a Party means information, ideas, materials or other subject matter of such Party, disclosed or otherwise provided by or on behalf of such party (in such instance, the “Disclosing Party”) to the other Party (in such instance, the “Receiving Party”) orally, in writing or otherwise, under circumstances reasonably indicating that it is confidential or proprietary. Confidential Information includes, without limitation, the pricing, terms and conditions of the Agreement, all business plans, technical information or data, technologies, computer programs, applications, source code, software, software documentation, product ideas, intellectual property, trade secrets, processes, methods, know-how, inventions, work in process, research and development, technical specifications, designs, algorithms, and all personnel, customers (including Player Data), contracts and financial information or materials, each that is disclosed or otherwise provided or made available to the Receiving Party. Notwithstanding the foregoing, “Confidential Information” does not include any information that: (i) is or becomes generally available to the public other than as a result of a breach of these Terms by the Receiving Party or its Representatives (as defined below); (ii) was, is or becomes available to the Receiving Party or its Representatives without a duty of confidentiality to the Disclosing Party prior to disclosure by the Disclosing Party or from a person who, to the Receiving Party’s or such Representative’s knowledge, is not otherwise bound by a confidentiality agreement with the Disclosing Party, or is not otherwise prohibited from transmitting the information to the Receiving Party by a legal or fiduciary obligation to the Disclosing Party; or (iii) was or is independently developed by the Receiving Party or its Representatives without use of the Confidential Information.
For the Term of the Agreement and five (5) years thereafter, the Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, except in accordance with Section 9.3 or to its and its affiliates’ officers, directors, employees, consultants and professional advisors who have a need to know such Confidential Information and who are bound by contractual, ethical or professional obligations of confidentiality no less restrictive than those set forth herein (collectively, “Representatives”). The Receiving Party and its Representatives shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The Receiving Party shall be responsible for any acts or omissions of its Representatives which, if they were the acts or omissions of the Receiving Party, would be deemed a breach of its obligations hereunder.
In the event that the Receiving Party or any of its Representatives are required by applicable Law to disclose any of the Confidential Information, the Receiving Party will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek a protective order, at the Disclosing Party’s sole expense, or other appropriate
remedy and/or waive compliance with the terms of the Agreement and these Terms. In the event the Disclosing Party is unable to obtain such protective order or other appropriate remedy, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by counsel is legally required to be disclosed.
Upon written request of the Disclosing Party, the Receiving Party will, and will direct its Representatives to, as promptly as practicable, either destroy or return (at the Receiving Party’s sole election) to the Disclosing Party those portions of materials containing or reflecting the Confidential Information. If so requested in writing by the Disclosing Party, any destruction of materials shall be confirmed by the Receiving Party in writing. Subject to the confidentiality obligations herein, the Receiving Party and its Representatives may retain copies of the Confidential Information on a confidential basis to comply with legal, regulatory or bona fide internal policy requirements.
Customer shall not, and shall ensure that its affiliates, officers, directors, employees, and agents do not, make or publish any false, misleading, or disparaging statements, whether written or oral, about CourtsApp, its affiliates, or any of their respective officers, directors, employees, agents, products, or services, including the Platform. Notwithstanding the foregoing, nothing in this clause shall prohibit Customer from making truthful statements that are required to be made by applicable law, regulation, or legal process, provided that any such statements are limited to the extent necessary to comply with such legal requirements.
Customer agrees that irreparable injury will result to CourtsApp in the event of any breach of this Section 9 by Customer or any of its Representatives, and that in the event of any actual or threatened breach of any of the provisions of these Terms, the CourtsApp will have no adequate remedy at law. Accordingly, Customer agrees that in the event of any actual or threatened breach by Customer or any of its Representatives of this Section 9 , CourtsApp shall be entitled to injunctive and other equitable relief (including, without limitation, a temporary restraining order, preliminary injunction, permanent injunction and/or specific performance) as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. In the event of any dispute, claim, arbitration or legal action arising out of or relating to the Agreement or these Terms, upon the determination of any court or arbitrator that the Customer has breached the Agreement or these Terms, CourtsApp shall be entitled to recover its fees and expenses (including reasonable attorneys’ fees) incurred in connection therewith, including any appeals arising therefrom, in addition to any other relief to which CourtsApp may be entitled. The rights and remedies provided by this Section 9.6 are cumulative and in addition to any other rights and remedies which CourtsApp may have hereunder or at law or in equity.
At its sole cost and expense, Customer shall obtain and maintain in full force and effect, at all times during the Term and one (1) year thereafter, commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. Such insurance shall provide coverage for bodily injury, property damage, personal injury, and contractual liability arising out of or in connection with the Customer’s performance under the Agreement. The policy shall name CourtsApp, its affiliates, officers, directors, employees, and agents as additional insureds with respect to all activities arising out of or in connection with the Agreement. Upon request, the Customer shall provide CourtsApp with certificates of insurance evidencing compliance with this provision, and shall provide at least thirty (30) days’ prior written notice to CourtsApp of any cancellation, non-renewal, or material change in such insurance coverage.
(a) These Terms, together with the Agreement, including all exhibits, schedules and annexes attached hereto and thereto, constitute the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. CourtsApp may, in its sole discretion, make changes to these Terms from time to time. Any such changes to these Terms will become effective the earlier of the date that a modified version of these Terms (or applicable change or changes) are made available to Customer on the Platform or emailed to the email address that CourtsApp has on file for Customer. Customer agrees that this notification method constitutes adequate notice to inform Customer of any amendments to these Terms. If Customer provides notice of termination of the Agreement within one week of when the updated Terms (or applicable change or changes) are made available through the Platform or emailed, whichever is earlier, because Customer does not agree to a material change to a material term of the Terms, and Customer indicates this reason for termination and applicable term in its written termination notice, then CourtsApp will not apply such material change to Customer for the duration of the applicable termination period. It is Customer’s obligation to ensure that Customer read and understand the latest version of the Terms. The most recent version of the Terms will be available to Customer on the Platform and the CourtsApp Website.
(b) Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable Law. The determination by any court of competent jurisdiction that one or more of the provisions of these Terms are unenforceable shall not invalidate these Terms, and the decision of such court shall be
(a) The Agreement and these Terms shall be governed by and construed in accordance with the Laws of the State of New York without regard to its conflict of laws rules.
(b) Any disputes, issues, or controversies arising in connection with or relating to the Agreement, these Terms, the Platform or between the Parties in any way whatsoever (“Disputes”) that the Parties are unable to resolve informally or through mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association (“AAA”) in arbitration governed by the Federal Arbitration Act and by means of AAA’s Commercial Arbitration Rules and Mediation Procedures (“AAA’s Rules”). Any such arbitration hearing shall be heard by a single arbitrator that is a former judge or a commercial litigator with at least twenty years of experience (the “Arbitrator”) in Nassau County, New York. Expenses of the arbitration (including compensation of the Arbitrator) shall at all times be borne equally by the Parties, and administrative expenses shall be borne in the manner specified in Rule R-55 of AAA’s Rules. All issues of arbitrability will be decided exclusively by the Arbitrator. Any award by the Arbitrator may be entered as a judgment in any court having jurisdiction. To the extent any action or proceeding is brought in aid of arbitration, including without limitation, seeking interim or injunctive relief, such action should be brought exclusively in the Supreme Court of the State of New York, County of Nassau, Commercial Division.
(c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION, AGAINST EACH OTHER. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NEITHER PARTY SHALL HAVE THE RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE HEARD OR ARBITRATED AS A CLASS ACTION, COLLECTIVE ACTION, OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE ARBITRATOR OR COURT MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY, NOR MAY THE ARBITRATOR OR COURT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS
PROCEEDING. ANY RELIEF AWARDED SHALL BE LIMITED TO THE INDIVIDUAL PARTIES TO THE ARBITRATION OR PROCEEDING.
No failure or delay on the part of either Party in the exercise of any right or privilege hereunder shall operate as a waiver thereof or of the exercise of any other right or privilege hereunder, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege.
Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement without such consent in connection with a merger, acquisition, or other change of control, or the sale of all or substantially all of its assets, so long as the assigning Party provides the other Party with prompt written notice of such assignment. Any assignment in violation of this provision shall be null and void.
All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of the Agreement or these Terms shall be in writing and shall be deemed to have been given when delivered personally to the recipient or when sent by email (with no bounce back or other error in delivery), three (3) Business Days after being sent to recipient by U.S. First Class mail (postage prepaid), or one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications to (i) CourtsApp shall be sent to CourtsApp LLC, 98 Cutter Mill Rd, Suite 462S, Great Neck, New York 11021, Attn: Daniel Silvermintz with a copy to (which shall not constitute notice) Westerman Ball Ederer Miller Zucker & Sharfstein LLP, 1201 RXR Plaza, Uniondale, NY 11556, Attn: Greg S. Zucker, Esq., Email: gzucker@westermanllp.com and (ii) to Customer, to the address or email Customer has provided to CourtsApp during the onboarding process (or to any new address or email address as to which Customer notifies
CourtsApp pursuant to this section).
CourtsApp shall not be liable to Customer under the Agreement or these Terms for any failure or delay in performance under the Agreement or these Terms as a result of a Force Majeure Event. A “Force Majeure Event” means an act of God, act of government, flood, fire, earthquake, civil unrest, pandemic (including COVID-19), act of terror, strike or other labor problem, internet service provider failure or delay or denial of service attack, provided that such occurrence was beyond CourtsApp’s reasonable control.
When a reference is made in these Terms to sections, such reference shall be to a section to these Terms unless otherwise indicated. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms. Except as otherwise explicitly specified to the contrary in these Terms: (a) wherever the words “include”, “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “but not limited to”; (b) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to the Agreement or these Terms, as applicable (including any attachments); (c) the word “or” will be construed as the inclusive meaning identified with the phrase “and/or”; (d) words using the singular or plural number also include the plural or singular number, respectively; and (e) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then current amendments thereto or any replacement law, rule, or implementing regulation thereof. The Agreement has been jointly drafted and negotiated by the Parties, and in the event of any ambiguity or question of intent or interpretation, the Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden
of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of the Agreement.
The Agreement and these Terms shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties shall at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.