Introduction

Tenicity LLC (“Tenicity,” “we,” “us,” or “our”) welcomes you to our site. This website and its related software products are owned and operated by Tenicity LLC. We invite you to access and use our online services (the “Services”), which are made available to you through our platform at http://www.tenicity.com and an in-development mobile app (the “Site” or “Platform”). The following terms and conditions (“Terms” or “Terms of Use”), together with any documents referred to in them, (collectively, this “Agreement”) apply to your use of the Platform.

By browsing the public areas or by accessing and using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference. If you do not agree to these terms, do not use the Platform.

We may revise and update these Terms of Use from time to time in our sole discretion, and we will post any updates to the Terms of Use on the Site. Your continued use of our Site or Platform, or any other service provided through http://www.tenicity.com, means that you accept and agree to the modified Terms of Use.

Description of Services

Tenicity provides a web and mobile-based player performance development platform that provides Registered Members of Tenicity access to our platform and in-built training tools. These can be used to provide structured training plans to players, track and share performance metrics, provide customized training resources, and align everyone on the player’s support team to help the player succeed.

Account Registration

We provide Visitors and Registered Members with access to the Platform as described below:

Visitors: Visitors, as the term implies, are people who want to look around and see what our Services are all about. Visitors are not required to register with the Site. Visitors can (a) view all publicly-accessible content, and (b) e-mail us.

Registered Members: Login is required for all Registered Members. Registered members must belong to a Tenicity customer, generally a tennis academy, team, or program (“Program”). Registered Members are either Registered Coaches or Registered Players. The Program will be responsible for signing up all Registered Members with the Platform and will control the scope of privileges for Registered Members. Therefore, players and parents of one program could have greater privileges to upload and manage content on the platform compared to players and parents of another program.

Registered Coaches: Subject to the Platform’s control, Registered Coaches may:
  1. create lessons, matches, and other tennis-related events;
  2. create and record assessments and metrics;
  3. upload videos and provide instructional feedback;
  4. create and manage drills and lesson plans;
  5. use the Platform's Player Dashboards to track development progress;
  6. send messages to each other through the Platform’s messaging system;
  7. sign up for alerts and other notifications;
  8. post comments, reviews, and other content (“Member Content”);
  9. input match records and create match evaluations; and
  10. organize players into groups and create group dashboards.

Registered Players: Subject to the Platform’s control, Registered Players may:
  1. use the Platform's Player Dashboards to track development progress;
  2. review assessments and metrics;
  3. send messages to each other through the Platform’s messaging system;
  4. sign-up for alerts and other notifications;
  5. post comments, reviews, and other content (“Member Content”); and
  6. input match records and create match evaluations.

We are under no obligation to accept any individual as a Registered Member, and may accept or reject any Registered Member in our sole and complete discretion.

During the registration process for Registered Members we will ask you to create an account, which includes a username (“Username”), a password (“Password”), and certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Username and corresponding Password can be used by only one Registered Member. You are solely responsible for the confidentiality and use of your Username, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Username, or change any Unique Identifier. We reserve the right to delete or change your Password, Username, or Unique Identifier at any time and for any reason. Tenicity will not be liable for any loss or damage caused by any unauthorized use of your account.

Term and Termination

The Term begins when you sign up for Tenicity and continues based on your subscription type on either a month-to-month or longer-term basis, unless terminated earlier in accordance with this section of the Terms. Clicking the button and entering your Username and Password at the end of these Terms means that you have officially “signed” the Terms.

You agree that Tenicity may, without prior notice, terminate, limit or suspend your access to the Platform based on any of the following: (a) your breach or violation of these Terms; (b) upon request by law enforcement; (c) unforeseeable technical or security issues or problems; (e) fraudulent, deceptive or illegal activity, or any other activity which Tenicity believes is harmful to its business interests; or (f) for no reason.

If Tenicity fails to cure a material breach of these Terms within thirty (30) days written notice, you may terminate these Terms or your Tenicity account by sending a request to terminate your account to harsh@tenicity.com.

If you have a month-to-month subscription and wish to terminate these Terms or your Tenicity account, you may send a request to terminate your account to harsh@tenicity.com, which will place your account in a queue to be removed within thirty (30) days.

Payment Terms

You agree that Tenicity may immediately authorize your credit card (or other approved facility) for payment for any Orders made under your Password (as defined below) on the Platform. As set forth above, you must keep your Password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement. If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Platform to contact customer service.

Intellectual Property

The Platform contains material, such as data, software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Tenicity (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.

The trademarks, service marks, and logos of Tenicity (“Tenicity Trademarks”) used and displayed on the Platform are trademarks or service marks of Tenicity. Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Tenicity Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Tenicity Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Tenicity grants, to you, only a limited-non-exclusive, non-transferable, non-assignable, revocable license to the Platform, and {link_to "www.tenicity.com", "http://www.tenicity.com"}. You have no rights in or to the Content, and you will not use the Content for any purpose that is unlawful or prohibited by this Agreement. You may not use the Platform in any manner which could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform.

You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, the Platform, and our Services automatically terminates and you must immediately destroy any copies you have made of the Content.

Community Guidelines

Our community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Platform, you hereby agree to comply with these community guidelines (the “Community Guidelines”):

  • You will not use the Platform for any unlawful purpose;
  • You will not post or send us false or misleading information;
  • You will not use the Platform to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
  • You will not access or use the Platform to collect any market research for a competing business;
  • You will not upload, post, e-mail, transmit, or otherwise make available any member Content that: infringes any copyright, trademark, right of publicity, or other proprietary or contractual rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
  • You will not “stalk” or otherwise harass another;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
  • You will not use any automated device or software that enables the submission of automatic postings on the Platform without human intervention or authorship, including, without limitation, the use of any such automated posting device in connection with bulk postings or for automatic submission of postings at certain times or intervals; and
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

Please let us know about inappropriate content. If you find something that violates our Community Guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or any portion of the Platform, without notice and remove any member Content that does not adhere to these guidelines.

Communications to us; Member submissions; and Publicity

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.

As noted above, the Platform provides members the ability to post and upload Member Content. You expressly acknowledge and agree that once you submit your member Content, it will be accessible by others and that there is no confidentiality or privacy with respect to such Member Content, including, without limitation, any personally identifying information that you may make publicly available. YOU, AND NOT TENICITY, ARE ENTIRELY RESPONSIBLE FOR ALL THE MEMBER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.

You retain all copyrights and other intellectual property rights in and to your own Member Content. You do, however, hereby irrevocably grant us and our sublicensees and assignees a non-exclusive, transferable, perpetual, royalty-free, freely sublicensable (through multiple tiers) license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) any and all of your Member Content, your Username, your profile picture, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised without additional compensation to you. Without limiting the foregoing, you acknowledge and agree that uses of your Member Content, Username, and profile picture permitted by the foregoing rights and licenses may include their display adjacent to advertising and other material or content, including for profit.

If you submit Member Content to us, each such submission constitutes a representation and warranty that such Member Content is your original creation (or that you otherwise have the right to provide the member Content), that you have the rights necessary to grant the license to the Member Content under this Section, and that it and its use by Tenicity and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

WARRANTY DISCLAIMER

Tenicity does not warrant that (i) the Platform will meet your specific requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Platform will be accurate or reliable; (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Platform will meet your expectations; and (v) any errors in the Platform will be corrected.

THE PLATFORM IS PROVIDED “AS IS”. ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Tenicity is not responsible for any interruption in services or unavailability of the Platform resulting from internet failures, your inability to access the internet, or inadequate bandwidth in your internet connection. THE PLATFORM OR PORTIONS OF TENICITY’S WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. TENICITY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS, UPDATES AND/OR CHANGES TO THE PLATFORM AT ANY TIME. PROPELWARE AND/OR ITS AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PLATFORM, PRODUCTS, SERVICES AND RELATED GRAPHICS.

Waiver and Release

You should consult your physician before starting any tennis training program. The information and materials contained on the Platform are provided for educational and informational purposes only. Tenicity and the coaches on our platform are not engaged in rendering medical advice or recommendations. This site is not a substitute for professional medical advice and treatment or your consultation with qualified physicians and other health care professionals regarding your individual health needs.

We make no attempt to confirm, and do not confirm, any Registered Member’s purported identity. You are solely responsible for determining the identity and suitability of other people whom you may contact by means of the Platform. We make no representations, offer no assurances, and do not investigate any of our Registered Members’ backgrounds, morality, character, actions, or demeanor, and you hereby acknowledge that you assume the risk of any encounter or interaction with such persons. We encourage all members to communicate directly with other members through the tools available on the Platform and to review their profile pages for feedback from other Registered Members. We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any content posted by Registered members.

To the maximum extent permitted by applicable law, you, on behalf of yourself and your heirs, next of kin, spouse, guardians, legal representatives, agents, executors, administrators, successors, and assigns (collectively, the “Releasing Parties”), agree that such releasing parties shall not have any right or cause of action, and hereby fully, finally, and forever release, indemnify, discharge, and acquit Tenicity and its past, current, and future members, shareholders, employees, officers, directors, subsidiaries, parent entities, trainers on our platform, attorneys, principals, trustees, representatives, agents, partners, affiliates, predecessors, successors, operating partnerships, general partners, insurers, reinsurers, and assigns from any and all claims, suits, obligations, costs, damages, losses, claims for sums of money, contracts, controversies, agreements, judgments, and demands whatsoever, rights, liabilities, actions, and causes of action of any nature, known or unknown, suspected or unsuspected, at law or in equity, fixed or contingent, which such releasing parties now have or may claim to have in the future (collectively, “claims”) arising out of, based upon, attributable to, or in connection with your interaction with trainers and other registered members, any content (including training videos) posted by trainers and/or other registered members, and any exercise program you may learn about or embark on via the platform.

You hereby acknowledge and agree that by interacting with a trainer on our Platform, you have carefully read the foregoing release and indemnification clause and understand the contents thereof. You acknowledge and are made fully aware that neither Tenicity nor the Registered Members on our Platform are medical doctors, certified personal trainers, certified tennis coaches, licensed nutritionists, or registered dieticians and that Tenicity and the Registered Members on our Platform are only providing recommendations to you. You acknowledge before beginning, implementing, or using any and all of recommendations provided, that you should consult a medical doctor.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TENICITY AND/OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TENICITY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT SHALL TENICITY’S LIABILITY UNDER THESE TERMS EXCEED THE AMOUNT OF FEES PAID FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION WHICH GAVE RISE TO THE CLAIM.

Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Platform, the Content, or our Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance With Applicable Laws

The Platform and its servers are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Miscellaneous

This Agreement is governed by the internal substantive laws of the State of Minnesota, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Minnesota; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over Tenicity, either specific or general, in jurisdictions other than Minnesota.

You agree that any cause of action arising out of or related to the platform, this agreement, or our services must commenced by you within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms. The following provisions shall survive any termination of this Agreement: “Disclaimer,” “Waiver and Release,” “Payment,” “Intellectual Property,” “Communications to Us; Member Submissions; and Publicity,” “No Warranties; Limitation of Liability,” “Indemnification,” “Term and Termination,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Digital Millennium Copyright Act

Tenicity respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:

Tenicity LLC

Attn: Harsh Mankad
harsh@tenicity.com

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including: (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Copyright 2017 Tenicity, Inc. All rights reserved.