IT IS IMPORTANT THAT YOU PLEASE REVIEW THIS AGREEMENT CAREFULLY.
BY USING THE SITE, YOU REPRESENT AND WARRANT THAT: (I) YOU ARE AT LEAST 18 YEARS OLD, ARE AT LEAST OF THE LEGALLY REQUIRED AGE IN THE JURISDICTION IN WHICH YOU RESIDE, AND ARE OTHERWISE CAPABLE OF ENTERING INTO BINDING CONTRACTS, OR (II) YOU ARE AT LEAST 16 YEARS OLD AND UNDER 18 WHEREBY YOU UNDERSTAND THE SITE IS NOT INTENDED TO BE USED BY ANYBODY UNDER 16 YEARS OF AGE. BY USING THE SITE, YOU REPRESENT TO THE COMPANY THAT YOU ARE OVER 16 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS. IF WE LEARN OR HAVE REASON TO SUSPECT THAT A USER IS UNDER AGE 16, WE WILL PROMPTLY DELETE ANY PERSONAL INFORMATION IN THAT USER’S ACCOUNT AND TERMINATE THE SERVICE. IF YOU ARE BETWEEN 16 AND 18 YEARS OF AGE, YOU REPRESENT THAT YOU HAVE PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN TO USE THE SITE.
IF YOU ARE USING THE SITE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY OR ORGANIZATION.
INTELLECTUAL PROPERTY RIGHTS
encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site solely for your personal, non-commercial use. We may revoke or further limit the foregoing license in our sole discretion at any time. We reserve all rights not expressly granted to you in and to the Site, Content and the Marks.
You may be required to register with the Site. You agree that you are the sole authorized user of your account. You are responsible to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Users of the Site contract for services from other users of the Site for the purpose of identifying, hiring, and paying for the services of referees and other related officials (the “Game Official Services”). We are not a party to any contracts for Game Official Services. Although we may, in our sole discretion, assist users in resolving disputes between users, we do not assume any responsibility for resolving such disputes and expressly disclaim such responsibility. The Site provides a platform for these contracts by supplying a medium through which selectors (the “Assignors” or “Assignor”) connect with game officials to schedule, coordinate, communicate and make payments for Game Official Services (“Payments”). Assignors are obligated to pay for the Game Official Services they order through the Site. We will charge the Assignor’s bank account via Automated Clearing House (ACH) wire transfer according to the amount and method the Assignors agreed to on the Site, with respect to all Game Official Services the Assignor has ordered, and for all purchases and payments for reimbursement costs, fees or expenses associated with a Game Official Service, and the Assignor hereby authorizes us to charge the bank account on file in the Assignor’s profile account for such amounts. Payment processing services for users on the Site are provided by Stripe and are subject to the ‘Stripe Connect’ Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement). By agreeing to these Terms of Service or continuing to operate as a user on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Site enabling payment processing services through Stripe, you agree to provide Whistle accurate and complete information about you and your business, where applicable, and you authorize the Site to share it and transactional information related to your use of the payment processing services provided by Stripe. By accepting this Agreement, you are giving Whistle (or Stripe on the Site’s behalf) permission to charge your on-file bank account or other approved methods of payment for fees that you owe the Site. We retain the right, in our sole discretion, to (i) place a hold on the Assignor’s bank account for an ordered or completed Game Official Service transaction and (ii) correct any processing errors by debiting or crediting the payment method used for any incorrect payment(s). All payments to game officials by the Assignors must be made through the Site. While we will use commercially reasonable efforts to ensure the security of all bank account and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third-parties, and you agree to hold us harmless for any damages that may result therefrom. The rate for Game Official Services (“Event Fee”) is based on a facilitating and transaction fee, which may be subject to change from time to time. However, you will be notified prior to any such payment change with sufficient notice to enable you to cancel the Game Official Services as set forth herein.
NON-CIRCUMVENTION Relationship Must Be Managed Through The Site
Unless you pay the Opt-Out Fee described below, as long as you are a user with an account on the Site and for a period of 24 months thereafter (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for Game Official Services associated with users you identify through the Site, or users who identify you through the Site (the “Whistle Relationship”). If you use the Site as a representative of a company, legal entity, or other organization, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the company, legal entity, or other organization when acting in that capacity with respect to the other user.
You agree to notify Whistle immediately if another user suggests to you making or receiving payments outside of the Site in violation of this Section. If you are aware of a breach or potential breach of this Section, please notify us by sending an email message to: email@example.com.
You may opt-out of the Non-Circumvention obligations described above with respect to each Whistle Relationship only if you pay Whistle an opt-out fee for each such relationship (the “Opt-Out Fee”).
The Opt-Out Fee shall be the greater of:
(1) $3,500; or
(2) all fees that would be earned by Whistle from the Whistle Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by the applicable user during the most recent normalized 8-week period, or during such shorter period as data is available to Whistle;
(3) provided, however, that if the amount in (2) cannot be ascertained due to uncertainty or lack of sufficient information, then Whistle and you agree that fee shall be $3,500.
To pay the Opt-Out Fee, you must request instructions by sending an email message to firstname.lastname@example.org.
If Whistle determines, in its sole discretion, that you have violated the above Non-Circumvention obligations, Whistle may, to the maximum extent permitted by law (i) charge any payment method Whistle has on file the Opt-Out Fee if permitted by law or send you an invoice for the Opt-Out Fee, which you agree to pay within 30 days, (ii) close your account and revoke your authorization to use the Site, and/or (iii) charge you for all losses and costs (including any and all time of Whistle’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
The Site provides a dedicated service which allows you to discover, connect and communicate with independent game officials. Whistle is not the employer of any game official. You acknowledge that we do not supervise, direct, or control any game official’s work or Game Official Services performed in any manner. A game official provides their services to you as an independent contractor, and is not an employee, joint venture, partner, agent, or franchisee of Whistle for any purpose whatsoever.
No refunds or credits will be provided once the Assignor’s bank account and/or credit/debit card has been charged, except that at our sole discretion, refunds or credits may be granted in extreme circumstances, as a result of specific promotions, or to correct any errors we or a third-party may have made. Please email us at email@example.com or send us a message directly via your user settings through the Site.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Site, you agree not to: (1) systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (2) make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; (3) use the Site to advertise or offer to sell goods and services; (4) circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein; (5) engage in unauthorized framing of or linking to the Site; (6) trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords; (7) make improper use of our support services or submit false reports of abuse or misconduct; (8) interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site; (9) attempt to impersonate another user or person or use the username of another user; (10) use any information obtained from the Site in order to harass, stalk, abuse, intimidate, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other users; (11) post a rating and/or review of a user unless such review and/or rating contains your independent, honest and genuine opinion based on true events; (12) delete the copyright or other proprietary rights notice from any Content; (13) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site and/or violates the intellectual rights or rights of privacy or publicity of any third-party; (14) except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software; (15) restrict or inhibits any other user from using and enjoying the Site; (16) use the Site in a manner inconsistent with any applicable laws or regulations.
GUIDELINES FOR RATINGS AND/OR REVIEWS
We provide you functionality on the Site to leave ratings and/or reviews. When posting a review, you must comply with the following criteria: (1) you must have firsthand experience with the person/entity being reviewed; (2) your ratings and/or reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your ratings and/or reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your ratings and/or reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you may not post any false or misleading statements. We may accept, reject, or remove ratings and/or reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete ratings and/or reviews, even if anyone considers reviews objectionable or inaccurate. Ratings and/or reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any rating and/or review or for any claims, liabilities, or losses resulting from any rating and/or review. By posting a rating and/or review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sub-licensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to ratings and/or reviews.
MOBILE APPLICATION LICENSE
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
We may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We may simply provide the space to place such advertisements, and we have no other relationship with advertisers.
COPYRIGHT INFRINGEMENTS & THE DIGITAL MILLENIUM COPYRIGHT ACT
We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or terminate the account of any user who is found to have infringed on the intellectual property rights of users, third parties, or us, or otherwise is found to have violated any intellectual property laws. In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Service, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by the Digital Millennium Copyright Act of 1998 ): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
5151 California Ave
Irvine, CA 92617
TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org . Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Orange County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning [informal negotiations and] binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting and/or using the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, push notifications and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
In order to answer any questions regarding the Site or to receive further information regarding use of the Site, please contact us at firstname.lastname@example.org or by mail to: Attn: Legal, Officiate, Inc., 5151 California Ave, Suite 100, Irvine, CA 92617.