R4 FOOTBALL SYSTEMS INC. TERMS AND CONDITIONS
PLEASE READ THE R4 USER TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING OR DOWNLOADING ANY R4 DIGITAL CONTENT MADE AVAILABLE ON THIS SITE, AS DETERMINED BY R4 FOOTBALL SYSTEMS INC. (R4FS), INCORPORATED. COMPLETING YOUR PURCHASE SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT PURCHASE OR DOWNLOAD ANY DIGITAL CONTENT FROM THIS SITE.
1. USE OF DIGITAL CONTENT:
R4FS grants you a limited, nonexclusive, nontransferable, revocable and personal license to access and use the Digital Content for your reference and informational purposes and/or for providing professional services to your clients, subject to the following:
- ALL PURCHASES ARE FINAL UPON PAYMENT.
- PLEASE NOTE THAT DIGITAL CONTENT IS NON-RETURNABLE AND NON-REFUNDABLE ONCE DOWNLOADED OR ACCESSED.
- You shall not share, lend, lease, rent, sell, license, sublicense, transfer, network, reproduce, display, distribute, or otherwise make any of the Digital Content available to any other person outside of those on your staff who have completed an R4FS Non-disclosure agreement.
2. OWNERSHIP OF THE DIGITAL CONTENT:
All intellectual property rights, including without limitation, all trade secrets, copyrights, trademarks and patent rights in and to the Digital Content remain the sole property of R4FS and its licensors. No title or license right is granted to you except as expressly set forth in this Agreement.
3. DISCLAIMER OF WARRANTIES:
All digital content is provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, R4FS, its affiliates and suppliers disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title and noninfringement. Applicable law may not allow the exclusion of implied warranties, so the foregoing exclusion may not apply to you. R4FS, its affiliates and suppliers do not warrant that access to the digital content will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. R4FS, its affiliates and suppliers do not warrant or make any representations regarding the use or the results of the use of any digital content in terms of their correctness, accuracy, reliability, or otherwise. You assume all responsibilities and obligations with respect to the selection of the digital content to achieve your intended results. You assume all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use or application of any digital content, including those to any third party.
R4 Football Systems, Inc. Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is entered into by and between R4 Football Systems, Inc. (“Disclosing Party”) and _____________________________, (“Receiving Party”) for the purpose of preventing the unauthorized disclosure or use of Confidential Information as defined below. The parties agree to enter into a relationship of strict confidentiality with respect to the use, protection and disclosure of certain proprietary and confidential information (“Confidential Information”) of Darin Slack, Woodrow Maddox, and/or R4 Football Systems, Inc.
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have any commercial value or other utility in the business in which Disclosing Party is engaged, or information in which any firm attorney, employee or client may have a personal privacy interest. This specifically includes, but is not limited to, Disclosing Party’s R4 for Game Planning and Play Calling system content, images, power points, video clips, distributed materials, copies, drawn images, presented instructional modules, or any information related to Disclosing Party’s business. This information is Confidential even if the material is not labeled or stamped “Confidential” or does not contain some similar warning. No Confidential Information shall be shared in any social media, message board posts, blog posts, written articles, transferred by phone, email or storage device, or maintained by Receiving Party away from any personal computer or other device capable of recording or storing any such Confidential Information.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) is disclosed by Receiving Party with Disclosing Party’s prior express and specific written approval or (b) which is required to be produced pursuant to a valid subpoena or court order provided Receiving Party provides Disclosing Party with immediate notice and a copy of any such subpoena or court order, and provides Disclosing Party a reasonable time prior to any production to either consent to the disclosure or challenge the subpoena or court order.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to only subscribing members of R4 Football Systems, Inc. or who have a specific need to know and who have been approved by Darin Slack or Dub Maddox and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, electronic or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until Disclosing Party sends Receiving Party written notice specifically releasing Receiving Party from this Agreement.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a member, partner, joint venturer, agent or employee of the other party for any purpose. This Agreement is not a contract of employment.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties. To the extent Receiving Party is an employee of Disclosing Party, and the obligations of this Agreement are contrary to any firm employment policy or practice, then the obligations of this Agreement shall control.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights or breach of this Agreement.
9. Consequences of Breaching: Receiving Party acknowledges that any breach by him/her of this agreement will cause Disclosing Party irreparable harm and damage which Disclosing Party cannot be reasonably or adequately compensated in damages. Disclosing Party shall therefore be entitled, in addition to all other damages available to it, including but not limited to attorney’s fees and costs, injunctive and/or other equitable relief to prevent a breach of this Agreement, or any part of it, and to secure its enforcement of it. To the extent that Receiving Party is an employee of Disclosing Party, then Receiving Party is subject to discipline up to termination of employment for violating this Agreement. Further, the Disclosing Party shall be entitled to ten-thousand dollars ($10,000.00) as liquidated damages, and not as a penalty, for each breach of this Agreement.
10. Term: In consideration of the continued employment of Receiving Party, Receiving Party agrees to maintain Disclosing Party’s “Confidential Information” secret during the entire length of his/her employment then indefinitely after his/her last day of employment with Disclosing Party.
This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party acknowledges that it has had the opportunity to consult with an attorney. Each party has read, acknowledged and understood this Agreement.