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Terms And Conditions For Box Owners

  1. 1.These terms and conditions for Box owners are entered into by and between you and Boxspot, LLC, a Missouri limited liability company ("**BOXSPOT**"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this "**Agreement**"), govern your access to and use of BOXSPOT websites, mobile sites, and applications, and their content, features, and services (all such sites, applications, content, features, and services, collectively, the "**Services**") made available by BOXSPOT. As used in these terms and conditions for Box owners, "you" refers to the company, organization, sole proprietor, or partnership that owns the box or boxes using the Services. The person entering into this Agreement on behalf of such company, organization, sole proprietor, or partnership represents that he or she has the authority to legally bind such entity.

Please read these terms and conditions for Box owners carefully before you start to use the Services. By using the Services or by clicking "accept" or "agree" to this Agreement, you (1) accept and agree to be bound and abide by this Agreement and BOXSPOT's Privacy Policy, found at boxspotapp.com/privacy, incorporated in these Terms of Use by reference, (2) accept and agree to be bound and abide by the BOXSPOT Terms of Use, found at boxspotapp.com/terms-of-use, incorporated into this Agreement by reference, and (3) represent and warrant that you are not prohibited by law from accessing or using the Services (including, without limitation, purchasing products or services through the Services). If you do not want to agree to this Agreement, you must not access or use the Services. If there is a conflict between these terms and conditions for box owners and the BOXSPOT Privacy Policy and/or the BOXSPOT Terms of Use, then these terms and conditions for box owner will prevail.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. THE ARBITRATION PROVISION REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

    1. Changes to this Agreement. BOXSPOT may revise and update this Agreement from time to time in BOXSPOT's sole discretion. Unless otherwise expressly stated by BOXSPOT, all changes are effective immediately when BOXSPOT posts them and apply to all access to and use of the Services thereafter. BOXSPOT will send you notice of the updated Agreement at the most-recent email address you provided to BOXSPOT, if any. BOXSPOT will also post notice of updated terms on the Services. Your continued use of the Services following the posting of revised terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Except as otherwise expressly stated by BOXSPOT, any use of the Services is subject to the version of this Agreement in effect at the time of use.
    1. Listing. Upon your submission of required listing information, BOXSPOT will list your box on the Services for potential drop-ins by users of the Services. Required information includes, without limitation, location and hours of operation, information about coaches, times and dates of available sessions, drop-in rates, information about your drop-in policies, copies of registration and waiver forms required to be completed by drop-in athletes, and any additional pertinent information you want to communicate to drop-in athletes. BOXSPOT's listing of your box on the Services is at BOXSPOT's discretion, and BOXSPOT may refuse any listing or remove any listing or information included in a listing at any time for any or no reason. You are responsible for keeping all listing information and agree to honor drop-in bookings made through the Services using such information.
    1. Match with Drop-In Athletes. If a potential drop-in athlete desires to schedule a drop-in session at your box (the " Athlete"), you will receive a notification of the Athlete's interest through the Services. BOXSPOT will facilitate registering the Athlete for the sessions they desire to sign up for, including having the Athlete electronically complete the registration and waiver forms you provide to BOXSPOT, and accepting payment for the sessions. BOXSPOT's fees as set forth in section 5 will be deemed earned upon the payment of funds with BOXSPOT by the Athlete, provided, however, that if an Athlete cancels prior to the day of their drop-in session, payments and fees for the session will be refunded.
    1. Fees. BOXSPOT will charge you a fee in the amount of $0.99 for each booking by an Athlete for sessions booked through the Services. This fee will be deducted from the payment paid by the Athlete at the time of the booking.
    1. Fees and Payment Terms
  6. (a)All fees, discounts, and promotions posted on the Services or listed in this Agreement are subject to change without notice. The fee charged for a service will be the fee in effect at the time the booking is placed by the Athlete. Fee increases will only apply to bookings placed after such changes. Posted fees do not include taxes. BOXSPOT strives to display accurate fee information; however, BOXSPOT may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. BOXSPOT reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any bookings arising from such occurrences.
  7. (b)BOXSPOT may offer from time to time promotions on the Services that may affect pricing and that are governed by terms and conditions separate from this Agreement. If there is a conflict between the terms for a promotion and this Agreement, the promotion terms will govern.
  8. (c)Terms of payment are within BOXSPOT's sole discretion, and payment must be received by BOXSPOT before BOXSPOT's acceptance of a booking. BOXSPOT accepts the payment methods listed on the checkout screen.
    1. Returns and Refunds. All purchases and sales of services are final and no refunds will be provided, except that if an Athlete cancels prior to the day of their drop-in session, their fees will be refunded.
    1. Disclaimer of Warranties
  11. (a)ALL SERVICES OFFERED ON THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (1) WARRANTY OF MERCHANTABILITY; (2) WARRANTY OF FITNESS FOR PARTICULAR PURPOSE; OR (3) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  12. (b) SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
    1. (a) YOU AFFIRM THAT BOXSPOT WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF AGREEMENTS BETWEEN YOU AND ANY ATHLETE OR FOR ANY DAMAGES ARISING OUT OF YOUR DEALINGS WITH SUCH ATHLETE.
    1. Limitation of Liability
  15. (a)IN NO EVENT SHALL BOXSPOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS, OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR THE PURCHASE OR SALE OF SERVICES THROUGH THE SERVICES, REGARDLESS OF (1) WHETHER SUCH DAMAGES WERE FORESEEABLE, (2) WHETHER OR NOT BOXSPOT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (3) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
  16. (b) BOXSPOT'S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON,AND YOUR SOLE AND EXCLUSIVE REMEDY OR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT OF FEES PAID BY YOU TO BOXSPOT FOR THE SERVICES FOR DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE THAT GAVE RISE TO THE LIABILITY.
  17. (c)The limitation of liability set forth above will: (1) only apply to the extent permitted by law and (2) not apply to (A) liability resulting from BOXSPOT's gross negligence or willful misconduct and (B) death or bodily injury resulting from BOXSPOT's acts or omissions.
    1. Force Majeure. BOXSPOT will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond BOXSPOT's reasonable control.
    1. Governing Law. All matters relating to the Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).
    1. Dispute Resolution and Binding Arbitration
  21. (a) YOU AND BOXSPOT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
  22. (b)ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND BOXSPOT ARISING FROM OR RELATING IN ANY WAY TO THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
  23. (c)The arbitration will be administered by the American Arbitration Association (" AAA") in accordance with the Commercial Arbitration Rules (the " AAA Rules") then in effect, except as modified by this section 12. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
  24. (d)The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
  25. (e)If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
  26. (f)You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR BOXSPOT WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
  27. (g)If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
    1. Assignment and Delegation. You may not (1) assign or transfer any of your rights under this Agreement, either voluntarily or involuntarily, whether by operation of law, or any other manner, or (2) delegate any performance under this Agreement, except with the prior written consent of BOXSPOT. BOXSPOT may freely assign this Agreement. Any purported assignment of rights or delegation of performance in violation of this section is void.
    1. No Waivers. The failure by BOXSPOT to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of BOXSPOT.
    1. No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than you.
    1. Notices
  32. (a)BOXSPOT may provide any notice to you under this Agreement by: (1) sending a message to the email address you provide or (2) by posting to the Services. Notices sent by email will be effective when BOXSPOT sends the email and notices BOXSPOT provides by posting will be effective upon posting. It is your responsibility to keep your email address current.
  33. (b)To give BOXSPOT notice under this Agreement, you must contact BOXSPOT as follows: (1) by facsimile transmission to [_____]; or (2) by personal delivery, overnight courier, or registered or certified mail to [NAME AND ADDRESS]. BOXSPOT may update the facsimile number or address for notices to BOXSPOT by posting a notice on the Services. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
    1. Severability. If any provision of this Agreement is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
    1. Entire Agreement. This Agreement will be deemed the final and integrated agreement between you and BOXSPOT on the matters contained in this Agreement.