Updated March 29, 2023
Welcome to Rapid Replay, and thanks for accessing our services. The services available on and through our website, software, mobile applications, content, or other products and online services (the “Services”) are provided by SportsEngine, Inc. (d/b/a Rapid Replay), a part of NBC Sports Next, a division of NBC Sports Group, and NBCUniversal Media, LLC (“Rapid Replay,” “our,” “we,” or “us”).
You may access the Services in accordance with this Agreement. You represent that you have read, understood, and agree to be bound by this Agreement in connection with your access to and/or use of any of the Services. If you do not agree to this Agreement, you may not access or use the Services. By using the Services, you will be deemed to have agreed to this Agreement.
Your access to or use of the Services is governed by the then-current version of this Agreement. Rapid Replay may at any time in its sole discretion (i) modify this Agreement and such modification shall be effective once posted to this site; (ii) change the Services, including eliminating or discontinuing any Services; and/or (iii) deny or terminate your use of and/or access to the Services. Your continued use or accessing of the Services following the posting of any changes to this Agreement constitutes your acceptance of such changes. You agree to be notified of changes to this Agreement via posting of updates on our website.
You are only authorized to use the Services if you agree to abide by all applicable laws, this Agreement, and any Supplemental Terms, if applicable. Please read this Agreement carefully. If you do not agree with it, you should discontinue the use of the Services immediately.
Use of the Services is void where prohibited. By using the Services, you represent to us that (a) any registration information that you submit is truthful, accurate, and otherwise owned by (or licensed to) you; and (b) your use of the Services does not violate any applicable law or regulation.
The Services are for users who are 13 years of age or older and reside in the United States (including its territories and possessions), or those outside the United States who, to the maximum extent permissible under applicable law, consent to use the Services in accordance with U.S. laws and this Agreement. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information regarding providers of such protections is available at the Electronic Frontier Foundation website, http://www.eff.org. No one under the age of 13 may use the Services.
By accessing or using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo (e.g., Crimea, Cuba, Iran, North Korea or Syria); and (ii) your access to and use of the Services will comply with the United States export control and economic sanctions requirements (available at https://www.bis.doc.gov/index.php/exporter-portal).
Supplemental terms and conditions may apply to some Services, such as sweepstakes, subscriptions or online purchases, and are deemed part of this Agreement (“Supplemental Terms”). Any Supplemental Terms are in addition to this Agreement and, to the extent there is a conflict between the Supplemental Terms and this Agreement, the Supplemental Terms will prevail with respect to such conflict. If you do not agree to the applicable Supplemental Terms, you may not use the Services to which they apply.
You may be asked to provide registration information in order to access some of the Services. You are responsible for providing correct, current, and complete information and maintaining the accuracy of such information. You agree that we may take steps to verify the information you provide. We reserve the right to decline to provide Services to any person for any or no reason. You are entirely responsible for maintaining the security of your password. You agree not to use the account, username, or password of another user at any time or disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account, access to your password, and/or other security breaches related to the Services. You are solely responsible for any and all uses of your account.
Rapid Replay grants you a limited, non-sublicensable, non-transferable license to access and use the Services for your personal use, and only in accordance with this Agreement. Except as we specifically agree in writing, no element of the Content may be used or exploited in any way other than as part of the authorized Services made available to you. To the extent the Services make Content available for download, we grant you the right to download such Content onto the device on which you use the Services in compliance with this Agreement. We may change, suspend or discontinue any or all of the Services at any time for any reason without notice or liability to you. We make no representations or warranties about the quality, accuracy, or availability of the Services, including, but not limited to blackouts, location or device-based limitations or compatibility, or Content-viewing windows.
The Services may offer certain features that are available via a mobile network, such as the ability to receive messages, upload content or download applications to your wireless device (collectively, “Wireless Features”). If you use any Wireless Features, you agree that we may send communications to your device.
You are solely responsible for obtaining all devices and software, internet connectivity, mobile service, and other services needed for your use of the Services, and you will be solely responsible for all charges related to them. Your carrier or internet service provider may charge fees for or restrict certain Wireless Features.
Except as provided in this Agreement, Rapid Replay does not claim any ownership rights in the text, files, images, photos, video, clips, audio, sounds, musical works, works of authorship, or any other materials or content (collectively, “Content”) that you post or upload to the Rapid Replay platform and/or through the Services (“User-Generated Content”). After posting or uploading your User-Generated Content to the Rapid Replay platform and/or through the Services, you continue to retain all your ownership rights in such User-Generated Content except as set forth in this Agreement.
You are solely responsible for any third-party Content in your User Generated Content and for the use of the User Generated Content, including on our platforms and through the Services. We are under no obligation to host or serve any Content or User-Generated Content and reserve the right to remove such Content, your User Generated Content and/or any other content at our sole and absolute discretion.
In addition, the Services may contain Content, under license to Rapid Replay from one or more third parties, in which you are featured and/or visible or which includes your name, nickname, professional name, voice, image, likenesses, other identifications, and biographical material (“User Featured Content” and together, with User Generated Content, “User Content”).
You hereby grant to us and our licensees, distributors, agents, independent contractors, representatives and other authorized users (collectively, the “Rapid Replay Entities”), a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable, fully paid up, and transferable (in whole or part) worldwide license to all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, publicly display, exhibit, distribute, index, comment on, modify, create derivative works based upon, publicly perform, exhibit, and otherwise exploit such User Content, in whole or in part, in all media formats and channels now known or hereafter devised (including, without limitation, on the Rapid Replay platform or any related or affiliated sites all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity (the “Content License”). You appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm, fully utilize, or enforce the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement. You grant to Rapid Replay the right to monetize the Content and any User-Generated Content (and such monetization may include displaying ads on or within such Content or charging users a fee for access). This Agreement does not entitle you to any payments.
You agree that Rapid Replay may give you attribution for your User-Generated Content, but we are not required to do so. To the extent permitted by applicable law, you hereby waive and agree not to assert any “moral rights” or other proprietary rights in any User-Generated Content against us, our licensees, our representatives or other users.
You acknowledge that you upload any User-Generated Content voluntarily, and have no expectation of privacy or confidentiality with respect to any User-Generated Content you Upload, and that no fiduciary relationship exists between us and you or any other party based on the User-generated Content. Although we may offer you the ability to upload User-Generated Content anonymously, we may store your account information. We make no guarantees to remove User-Generated Content from the Services or other sites, and we may retain User-Generated Content in our backup files, including after termination of your account.
Rapid Replay is not responsible or liable for any User-Generated Content and we have no obligation to investigate, monitor or correct any User-Generated Content (e.g., for accuracy or completeness) except as provided under our infringement policy. User-Generated Content may not reflect the views of Rapid Replay and we do not endorse any User-Generated Content that you or other users upload.
You represent and warrant to us that:
If you believe that any User-Generated Content is defamatory or infringes your intellectual property, please send a written notice following the rules below to request a review of the alleged infringement. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the U.S. Digital Millennium Copyright Act of 1998, we reserve the right to remove your User-Generated Content.
We respect the intellectual property of others, and we ask our users to do the same. The Services, including the Content incorporated by us in the Services, are protected by copyrights, patents, trade secrets or other proprietary rights. Some of the characters, logos or other images incorporated by us in the Services are also protected as registered or unregistered copyrights, trademarks, trade names and/or service marks owned by us or others.
We, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserve the right, but not the obligation, to terminate your license to use the Services if we determine in our sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing.
If you believe that any User-Generated Content is defamatory or infringes your intellectual property, please send a written notice including the following information:
Send this notice to the agent identified below to request a review of the alleged infringement:
Attn: DMCA Agent
100 Universal City Plaza, LRW 6
Universal City, CA 91608
By e-mail: firstname.lastname@example.org
Rapid Replay retains all right, title, and interest in and to the Services, including all intellectual property rights therein and thereto. Subject to the restrictions set forth herein, Rapid Replay grants you a limited, non-exclusive, revocable, non-assignable and non-transferable license to use the Services for your personal, noncommercial use as permitted herein. Nothing in this Agreement shall be deemed to convey to you any right, title, or interest in the Services except for the limited rights expressly granted herein.
You may not attempt any of the actions set forth in the following list of Prohibited Actions or authorize, facilitate or induce others to do so. You recognize that uploading unlawful material could expose you to criminal and/or civil liability.
No Unauthorized Access. You may not attempt to gain unauthorized access to computer systems or networks connected to the Services.
No Bullying or Interference. You may not threaten, abuse, harass or invade the privacy of any third-party. Furthermore, you may not interfere with any other user’s ability to use or enjoy the Services.
No Unlawful or Inappropriate Postings. You may not use or encourage or facilitate others’ use of any portion of the Services for any unlawful purpose or in violation of applicable law. You may not upload any content or material that is (a) fraudulent, (b) infringing on the rights of any third party, (c) libelous, defamatory, obscene, pornographic, profane, indecent or otherwise inappropriate (including images of a sexual nature), (d) non-compliant with this Agreement; or (e) otherwise unlawful. You are legally responsible for all Content you submit to the Services.
No Impersonation or Misrepresentation. You may not impersonate any other person or entity or otherwise misrepresent or disguise yourself. You may not misrepresent your professional or other affiliation with us or with any other party. You may not use the Services in a manner that suggests an association with our products, services or brands except as agreed by us in writing. You may not provide fictitious information or conceal your identity or location, including, but not limited to, in an attempt to circumvent limits associated with promotional or other offers.
No Manipulation or Circumvention of Content. You may not, either directly or through the use of any personal computer, browser, laptop, tablet, mobile phone or other device (each a “Device”) or other means, remove, alter, bypass, avoid, interfere with, obstruct, decompile, reverse-engineer, disassemble, or circumvent (a) any copyright, trademark, or other proprietary notices marked on the Services or Content, or (b) any digital rights management mechanism, Device, or other content protection or access control measure associated with the Services or Content. You may not either directly or through the use of any Device or other means copy, download, stream, capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, frame, transmit or retransmit the Services or Content, or any part thereof or any materials derived therefrom, unless expressly permitted by us in writing.
No Hinderance of Rapid Replay Technology. You may not knowingly or intentionally take any action that may impose an unreasonable burden or load on the Services or its servers and infrastructures. You are also prohibited from disabling, modifying, interfering with the Services to allow users to view Content without: (a) displaying visibly both Content and all surrounding elements (including the graphical user interface, copyright notices, and trademarks), and (b) having full access to all functionality permitting viewing of Content, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.
No Viruses or Malicious Code. You may not insert any code into the Services, or upload a software virus or any other computer code or materials that may (a) disrupt, damage, or limit the functioning of the Services or any computer software, hardware or telecommunications equipment associated with the Services, or (b) enable or facilitate unauthorized access to the Services or Content of ours or of any third-party.
No Repurposing of Content. Except as otherwise authorized in this Agreement, you may not incorporate Content into, or stream or retransmit the Content via, any hardware or software application or make the Services or any Content available via frames or in-line links, and you may not otherwise surround or obfuscate the Services or Content with any third-party content, materials or branding.
No Collection of Personal Information from Other Users. You may not solicit or collect information about other users of the Services or use any such information for (a) unauthorized or unsolicited advertising, junk or bulk email, chain letters, or any other form of unauthorized solicitation, or (b) any other commercial purposes.
No Data Extraction. You may not use any software robots, spider, crawlers, or other data gathering or extraction tools, whether automated or manual, to access, acquire, copy, monitor, scrape or aggregate Content or any portion of the Services.
No Commercial Use. You may not build a business for commercial purposes, in whole or in part, resell, redistribute or recirculate or make any other commercial use of, or create derivative works or materials utilizing any portion of the Services or Content, whether for profit or for no profit.
No Advertising. Except as otherwise agreed between Rapid Replay and you in writing, you may not use the Services in any way (a) to advertise any commercial endeavor or otherwise engage in any commercial activity (e.g., offering products or services, conducting raffles or contests or displaying sponsorship banners), or (b) that solicits funds, advertisers or sponsors, whether for profit or for no profit.
No Spam. You may not upload unsolicited bulk communications of any kind. For example, you may not send “mailbombs” (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or “spam” (i.e., unsolicited emailing for business or other purposes).
We may, but are under no obligation to, examine, record, copy and disclose your use of the Services including as necessary to satisfy any law, regulation or governmental request. We reserve the right to take, or refrain from taking, any and all steps available to us, once we become aware of any violation of these provisions, including, but not limited to, modifying or removing any User-Generated Content, warning users, suspending users and Passwords, terminating accounts, blocking access to the Services or taking other corrective action we deem appropriate. You are solely responsible for your use of the Services, User-Generated Content, and any interaction with other users of the Services, and we reserve the right, but shall have no obligation, to become involved in any way or to monitor disputes between you and any other users of the Services.
Unauthorized use of the Services for any other purpose is prohibited. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, other automatic devices, or manual process to monitor or copy our Site or its content without our prior written permission. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of Rapid Replay or others.
Termination, suspension or cancellation of your account or access to the Services (collectively, “Termination”) shall not affect any right or relief to which we may be entitled, at law or in equity. Upon such Termination, all rights granted to you in this Agreement will automatically terminate and immediately revert to us. Following such Termination, this Agreement shall remain in full force and effect with respect to your past and future use of the Services, including all rights granted by you to us.
The Services may provide links to third-party websites, widgets, software, services or other utilities (“Third-Party Services”). Third-Party Services are provided solely as a convenience to you, and we are not responsible for Third-Party Services. The inclusion of a link to or other integration with a Third-Party Service on any Service does not imply an endorsement by or affiliation with us. Your rights and obligations while accessing those Third-Party Services will be governed by the agreements and policies relating to the use of and made available by those Third-Party Services. We will not be responsible or liable for any confidential or personal information you provide in connection with any Third-Party Services, or loss or damage of any sort incurred as the result of any dealings with or as the result of the availability of such Third-Party Services on the Services.
If you access or download the Services via an Apple, Inc., Amazon.com, Inc., Google, Inc., Microsoft Corporation, Samsung Electronics America, Inc. or any other third-party app store or platform (each a “Third-Party Platform Provider”), such Third-Party Platform Providers, shall be third-party beneficiaries to this Agreement. However, these Third-Party Platform Providers are not party to this Agreement and have no obligation to provide maintenance and/or support of the Services. Your access to the Services through the Third-Party Platform Provider’s app stores or platforms is subject to such Third-Party Platform Provider’s then-applicable terms of service. You should read the terms of service agreements and privacy policies that apply to such third-party products.
Rapid Replay may collect personal information directly and independently from the end user, including business contact data, as part of the account creation process to access the Services (e.g. through the Rapid Replay single sign-on process) and through your ongoing use of Rapid Replay, including our interactions with you relating to customer support, troubleshooting, security, and other purposes. Rapid Replay shall act as a Business with regards to such information.
We make no representations or warranties as to the Services (which, for purposes of this Section 10 only, shall include the Third-Party Services) with respect to their accuracy, timeliness, reliability, availability, completeness or otherwise. WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR PARENT, EACH OF OUR AFFILIATES, AND ALL SUCH PARTIES’ DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSEES AND LICENSORS (COLLECTIVELY, THE “RAPID REPLAY PARTIES”) DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, OR LIABILITY FOR FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAYS IN OPERATION OR TRANSMISSION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL THE RAPID REPLAY PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH SERVICES OR THIS AGREEMENT EXCEED (i) THE AMOUNT (IF ANY) PAID BY YOU TO RAPID REPLAY IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY; OR (ii) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE THIRD-PARTY PLATFORM PROVIDERS OR THEIR RESPECTIVE AFFILIATES, VENDORS, AGENTS AND SUPPLIERS, AS APPLICABLE, GIVE ANY WARRANTY, HAVE ANY RESPONSIBILITY OR HAVE ANY LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICES. FURTHERMORE, NONE OF THE RAPID REPLAY PARTIES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES. THE FOREGOING LIMITATION APPLIES (x) WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF RAPID REPLAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (y) TO ANY DAMAGES OR INJURY ARISING FROM ANY COMPUTER VIRUS, FILE CORRUPTION, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, USE OF ANY DATA OR ANY OTHER DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, RAPID REPLAY PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF THE ACTS OR OMISSIONS OF THE RAPID REPLAY PARTIES OR YOUR USE OF THE SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SERVICES OR THE DISPLAY, PERFORMANCE OR DISTRIBUTION OF THE CONTENT.
You agree to defend, indemnify and hold harmless the Rapid Replay Parties from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or related to (i) any breach of this Agreement; (ii) User-Generated Content; and/or (iii) your use of the Services or any use of your account via the Services.
If you have a Dispute (as defined below) with us that cannot be resolved informally or in small claims court, you will not have the right to pursue a claim in court or have a jury decide the claim, and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Services, or engaging in any other Rapid Replay Transactions or Relationships with us, you agree as follows:
“Dispute” means any complaint, dispute, or disagreement you may have against us, and any claim that we may have against you, whether based on past, present, or future events, arising out of or related in any way to this Agreement or regarding (i) your use of or interaction with the Services, (ii) any purchases or other transactions or relationships related to your use of the Services, or (iii) any data or information you provide to us or we gather in connection with such use, interaction or transaction (collectively, "Rapid Replay Transactions or Relationships").
Many Disputes can be resolved by an informal dialogue with our customer service staff. If you have a Dispute with us, before initiating an arbitration, you must send an individualized, written notice describing the Dispute to the customer support contact via email or contact form associated with the Service to which your Dispute relates. Without limiting any of our rights in 7, before we initiate any arbitration, we will send you a written notice using contact information we have for you. Promptly following receipt of such notice, you and we will try to resolve the Dispute by individual telephone or videoconference, or in person if you and we agree. If the Dispute is not resolved within 14 days of starting this dialogue, then either you or we may initiate an action in a small claims court that has jurisdiction over the Dispute and is reasonably close to your place of residence or work, or initiate an arbitration as described below if the Dispute is ineligible to be adjudicated in small claims court.
Any Dispute that we are unable to resolve through the informal procedure described above and is ineligible for small claims court shall be resolved exclusively by final, binding arbitration ("Arbitration"). The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets or other sensitive information. Except as discussed below, the Arbitration will be conducted before a single arbitrator administered by JAMS or its successor ("JAMS") and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures (or, if the amount in controversy exceeds $250,000, the JAMS Comprehensive Arbitration Rules And Procedures) in effect at the time the Arbitration is initiated (respectively, the "Applicable Rules"). The Applicable Rules can be found at www.jamsadr.com. This Section 11 shall not prevent any party from seeking provisional remedies (that is, a temporary restraining order or preliminary injunction) from a court of appropriate jurisdiction.
Mass Arbitrations. For any matter that involves twenty (20) or more arbitration claims that (1) involve the same or similar parties; (2) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact; and (3) involve the same or coordinated counsel for the parties, Arbitration will be conducted by ADR Services, Inc. (“ADR Services”) (https://www.adrservices.com/). The rules of ADR Services will govern all aspects of the arbitration, except to the extent those rules conflict with this Agreement. The ADR Services fee schedule that governs “Mass Consumer Non-Employment” matters will apply, or a different apportionment of fees if agreed to by ADR Services, Rapid Replay and you, subject to the “Arbitration Costs” clause below. If Rapid Replay is the party initiating an arbitration against you, Rapid Replay will pay all costs associated with the arbitration, including the entire filing fee.
No Class Relief. The Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis. Except as stated above in the “Mass Arbitrations” clause regarding mass arbitrations, the Arbitrator shall have no authority to consolidate or join the claims of other persons or parties who may be similarly situated. Notwithstanding any other provision of this Agreement or any applicable arbitration rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration.
Arbitrator Will Interpret This Agreement. The Arbitrator shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of this Agreement and/or these arbitration provisions in this Section 11, including any claim that all or any part of this Agreement is void or voidable, except as expressly provided above in the “No Clause Relief” clause.
Location of Arbitration. The Arbitration shall be held either: (i) at a location determined under the Applicable Rules that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. If the only claims asserted in the Arbitration are for less than $25,000 in aggregate, the Arbitration may be held by telephone, video conference, or written submission.
Arbitration Costs. If the Arbitrator finds that the costs and fees of Arbitration will be prohibitive for you as compared to the costs of litigation, we will pay as much of your filing, arbitrator, and hearing fees in the Arbitration as the Arbitrator deems necessary to prevent the Arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith.
Interpretation and Enforcement of Arbitration Clause. Except for the “No Class Relief” clause above, if any provision of this Agreement is 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. But if the “No Class Relief” clause is found to be unlawful, void or for any reason unenforceable, then this entire arbitration provision shall be null and void, and neither you nor we will be entitled to arbitrate any dispute between us and you, and must instead bring any claims subject to the “Dispute Resolution Only if a Tribunal Has Ruled Arbitration is Prohibited” clause below.
Opt Out. You may opt out of this arbitration agreement. If you do so, neither you nor Rapid Replay can force the other to arbitrate. To opt out, you must notify Rapid Replay within 30 days of first becoming subject to this arbitration agreement by visiting nbcuniversal.com/terms/opt-out-form and following the instructions provided. Your notice must include your name and address and a clear statement that you want to opt out of this arbitration agreement.
Modification of Arbitration Clause With Notice. This version, and any modification of these arbitration provisions shall apply for claims made on or after the effective date of this version (or such modifications) even if the Rapid Replay Transactions or Relationship giving rise to such claims occurred prior to this version (or such modification). If any modification is deemed to be unlawful, void or for any reason unenforceable, then the arbitration provisions effective at the time of your agreement to this Agreement shall govern any dispute or disagreement between you and us regarding Rapid Replay Transactions or Relationships.
Dispute Resolution Only If A Tribunal Has Ruled That Arbitration Is Prohibited. If a court with appropriate jurisdiction prohibits arbitration of a dispute in accordance with this Section 11, then the state or federal courts in New York shall have exclusive jurisdiction over the dispute, and to the maximum extent permitted by the mandatory laws in your country of residence, this Agreement and any dispute arising out of or related in any way to this Agreement or their subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the State of New York and the United States, without giving effect to any conflict of law principles.
Applicable Law. This Agreement, any Supplemental Terms, and the relationship between you and us shall be governed by the laws of the U.S. and the State of New York without regard to its conflicts of law provisions. Except as provided in applicable Supplemental Terms, you agree that the Convention on Contracts for the International Sale of Goods does not apply to your use of the Services or this Agreement. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country in which you reside.
Venue. Subject to the arbitration provisions above, and other than small claims actions permitted there, any action or proceeding arising from, relating to or in connection with this Agreement will be brought exclusively in the federal or state courts located in New York County, New York, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.
Notice for California Users. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or online at https://www.dca.ca.gov/webapps/gencomplaint.php.
No Waiver. No failure or delay by us in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.
Severability. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.
Entire Agreement. This Agreement represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in writing by the party to be charged. The paragraph or section titles in this Agreement are for convenience only and have no legal or contractual effect.
Assignment. This Agreement are binding upon and shall inure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You shall not assign your rights or obligations hereunder without our prior written consent and any assignment without our consent shall be void and invalid at the outset.
Electronic Notice. You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.
Designation of Agent. You hereby appoint us as your agent with full authority to execute any document or take any action we may consider appropriate to confirm the rights granted by you to us in this Agreement.
Survival. The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination, including but not limited to the restrictions, disclaimers, limitations, our rights to use content, limitation of liability in Section 10, rules regarding dispute resolution in Section 11, and the general provisions in this Section 12.
The following Supplemental Terms apply to your purchase and use of our paid subscription services (including, without limitation, Rapid Replay Pro) for which we charge a periodic fee (e.g., monthly or annually), depending on the plan you select (collectively, the “Rapid Replay Subscription Services”). By using any of our Rapid Replay Subscription Services that we may offer currently or in the future, including but not limited to Rapid Replay Pro, you agree to the terms and conditions in this Agreement and these Supplemental Terms.
Account. You must have a valid Rapid Replay account to purchase a Rapid Replay Subscription Service membership (“Membership”).
Charges & Fees.
(a) Subscription Period. Your Membership will provide you access to all of the content and benefits relating to the level of subscription you select for the period provided during sign-up (“Subscription Period).
(b) Payment and Fees. You will be billed upfront for the cost of the full Subscription Period, in addition to any applicable taxes, transaction fees and other charges and fees incurred in order to access your Membership. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) for payment. If there is a problem charging your default payment method, we may charge any other valid payment method associated with your account. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. When you provide payment information, you represent and warrant that the information is accurate and that you are authorized to use the payment method provided. If you do not pay any fees when due, (i) you remain liable for the fees as well as any costs we incur in collecting the fees, including attorney and collections fees, (ii) you authorize us to continue charging your chosen payment method and (iii) we may suspend or terminate your access to the Rapid Replay Services.
(c) Price Increases. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice and communicated to you through a posting on the Rapid Replay Services or such other means as we may deem appropriate from time to time (including email). Such price increase will be applied on a prospective basis and you will be notified about the increase.
Automatic Renewal. If you sign up for a Membership, you agree that your subscription will be automatically renewed for another Subscription Period of equal length (for example, monthly or annually) at the then-current price for such Membership and, except as otherwise stated in the applicable Supplemental Terms, unless you cancel your subscription, you authorize us to charge your payment method for the next subscription period. If you terminate a Membership, you may be responsible for the full amount of the subscription fees for the subscription period in which your termination was effective.
Cancellation & Refunds. If you purchase a subscription to one of the Rapid Replay Subscription Services, you have the right to cancel your contract and receive a full refund of the subscription fee for those Rapid Replay Subscription Services provided that you cancel those Rapid Replay Subscription Services within fourteen (14) days of the day we accept your order, or until you start downloading or streaming any Content under the subscription, if earlier. For annual subscriptions, if we receive your notice of cancellation within thirty (30) days after the first day of your initial billing, you will receive a refund of the subscription fee. If we refund your subscription fee, you will still be required to pay any other charges incurred. You may cancel your Membership at any time via the methods outlined below. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. You can cancel your subscription via the following methods: (1) by contacting customer service via email@example.com or firstname.lastname@example.org, or (2) by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request. You may also visit your Account page to cancel your subscription. If you cancel near the end of your billing period and are inadvertently charged for the next period's fee, contact customer service to have the charges reversed.
Trial Periods We may provide a limited free trial period (“Trial Period”) to certain users regarding certain Rapid Replay Subscription Services. We are not required to offer Trial Periods and we determine your eligibility for a Trial Period in our sole discretion. Trial Periods may be subject to Supplemental Terms. If we provide you with a Trial Period, then you must provide valid payment method information in order to use the applicable Rapid Replay Subscription Services during the Trial Period. We will not charge you for those Rapid Replay Subscription Services subject to a Trial Period. If you do not cancel the applicable Rapid Replay Subscription Services by the end of your Trial Period, you authorize us to automatically charge your payment method for Rapid Replay Subscription Services subsequent to the Trial Period (e.g., for each of the following payment periods for a subscription Rapid Replay Subscription Service until terminated). You may cancel your Rapid Replay Subscription Services by logging into your account, clicking on your account avatar in the top right, and clicking the three dots to the right of your chosen plan to cancel. WE MAY NOT SEND YOU NOTICE THAT YOUR TRIAL PERIOD HAS ENDED OR THAT YOUR PAYMENTS HAVE BEGUN. IF YOU WISH TO AVOID CHARGES ATO YOUR PAYMENT METHOD, YOU MUST CANCEL THE TRIAL PERIOD PRIOR TO THE END OF YOUR TRIAL PERIOD. You may only have one Trial Period for a Rapid Replay Subscription Service before you must begin paying for that Rapid Replay Subscription Services. If you exceed this limit, we may charge your chosen payment method for any Trial Period after the first or suspend your use of the Rapid Replay Subscription Services, in our sole discretion.