WHAT IS “THE PLAYERS IMPACT?”
The Players Impact is a web-based venture platform operated by The Players Impact SS, LLC and its affiliates and subsidiary companies (collectively “TPI”), that is geared toward professional athletes and the professional sports community in order to provide access to resources, education and network relating to investing and entrepreneurship.
Members of TPI are made up of both entrepreneur members and individual angel investors interested in financing privately held companies or ventures, typically in early stages of development.
USER AGREEMENT
These Terms of Service (“Terms”) constitute a legal agreement and governs your use and access of all features, content, website, mobile applications, and all other services (collectively, the “Services”) provided by TPI. Use of the Services constitutes your acceptance of these Terms. TPI reserves the right to change these Terms at any time, without prior notice, which change shall take effect immediately upon posting, or such later date as may be specified in the notice of updated terms. You are responsible for reviewing and remaining up to date with changes to the Terms. Your continued use of the Services after changes are posted constitutes your acceptance of the Terms, as modified by the posted changes. If you object to any changes, your sole recourse shall be to stop using the Services.
HOW DO I BECOME A MEMBER? APPLICATION PROCESS FOR MEMBERSHIP & QUALIFICATION:
To apply to become a TPI member, you must submit and agree to the Membership Application and Agreement online, and pay the fees described below. TPI membership decisions, including, but not limited to, acceptance of any Membership Application, are made at the sole and absolute discretion of TPI’s Membership Committee (the “Membership Committee”). Generally, TPI Membership is reserved for current and former professional athletes and others in the professional sports community; however, the Membership Committee reserves the right to accept or reject any applicant. The Membership Committee will review submitted membership applications and endeavor to respond within thirty (30) days from date of submission of a completed application.
Note: All determinations with respect to TPI membership eligibility are made at TPI’s sole and absolute discretion. TPI may accept or reject any applicant for membership for any reason, or no reason at all, in its sole and absolute discretion, unless prohibited by law. Complete membership application submissions must include: (i) completed membership agreement, (ii) completed membership survey, and (iii) payment if applicable. You represent that all information provided in your membership application is and shall remain true and correct throughout the course of your membership. If any updates are required, a TPI member must notify the TPI Membership Committee in writing. TPI accepts no liability for any inaccuracies or omissions included in any membership application.
TPI memberships are provided on an annual basis. Accepted memberships will become active upon TPI’s receipt of the annual fee and delivery of written confirmation from TPI of membership activation (upon activation a “Member”). Annual membership terms begin on the first day of membership acceptance (the “Start Date”). Memberships automatically renew on the anniversary of the Start Date for successive annual terms unless TPI or the member provides written notice to the other party of its intention to not renew at least thirty (30) days prior to the end of the then-current annual membership term.
MEMBERSHIP FEES TPI:
Membership is subject to an annual membership fee which shall be communicated to applicants from time to time (“Annual Fee”), beginning on the Start Date. The Annual Fee will be charged automatically on each anniversary of the Start Date. Your payment, whether by check or credit card, will be held for processing until after your membership has been approved. You agree to maintain and/or update payment information in order to renew your membership and/or otherwise access the Services. Annual membership fees for renewal terms will be at list pricing in effect at the time of renewal, and TPI reserves the right to increase the Annual Fee in its sole discretion; provided, any increase will only apply prospectively to a member upon renewal of membership. We will provide notice prior to any such membership fee increases.
INVESTMENT FEES:
In addition to the Annual Fee, TPI members may be assessed a management fee by TPI on all investments made by TPI members through the TPI platform. Investment opportunities may also incur a carried interest fee. For specific information regarding the fees associated with an investment opportunity, please review the applicable disclosures pertaining to the respective investment opportunity.
WHAT ARE THE BENEFITS OF MEMBERSHIP?
“Members Only” access includes a variety of resources, education and networking opportunities relating to investing and entrepreneurship on the TPI platform. TPI membership may include the following: (i) Access to deal flow and monthly Pitch Calls (Investor calls with presentations on pre-screened companies for members’ investment consideration); (ii) Group follow-up and discussion of members’ observations and analysis; (iii) Copies of all presentations and materials; (iv) Best-practice sharing among members; (v) Educational programs and content for both entrepreneurship and investing among other industry related topics; (vi) Access to select TPI Events; and (viii) Newsletter.
PRIVATE OFFERINGS
Some of the investment opportunities presented on the TPI platform are “private offerings” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. The private offerings will not be registered with the SEC or any state securities commission or regulatory authority. Investments in private offerings are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest in such offerings. Investments in private offerings are highly illiquid and those investors who cannot hold an investment for the long term (at least 5-7 years) should not invest.
ACCREDITED INVESTORS
Please note that certain investment opportunities presented on the TPI platform are available only to “accredited investors” as defined under Securities and Exchange Commission (SEC) regulations, and as may be updated from time to time: https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor.
TO QUALIFY FOR INVESTOR MEMBERSHIP, YOU MUST AGREE TO THE FOLLOWING:
You are an accredited investor as defined under SEC regulations, which may be updated from time to time by the SEC: https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor.
You agree to abide by the terms and conditions of each investment you make. You understand that TPI is not a venture fund, investment bank, broker/dealer, investment clearinghouse, investment portal, or any other form of investment advisor or otherwise, and is not registered with the Securities and Exchange Commission or any state securities commission. You hereby acknowledge that TPI does not and has not provided advice, recommendations, or any other indication of appropriateness or inappropriateness for a particular investment, nor has TPI endorsed any investment opportunity and makes no independent investigation to verify information provided by companies submitting to TPI for presentation or otherwise, and makes no representation or warranty regarding the same.
TPI requires and each Member hereby agrees to conduct their own analysis and due diligence to determine the appropriateness of any investment. TPI does not give or offer any business advice, investment advice, tax or legal advice to anyone using the Services. As a result, you recognize and agree that neither TPI nor its representatives or agents are responsible or liable for any investment decision you make as a result of being a member of TPI. The choice to use and the manner of utilization of information and knowledge gained through TPI is your individual and personal choice. You understand that any purchase of equity or other investment transaction shall be with the respective company, without involvement of, or participation by TPI. You understand the TPI pitch calls are not an offer to sell or a solicitation to buy any security by TPI or any other entity.
Nothing within the TPI platform or included in the Services or contained within these Terms shall be relied upon as a promise or representation as to past or future performance of any investment. Investment opportunities presented on the TPI platform may contain forward-looking statements, which may be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “targeted,” “projected,” “underwritten,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the company, property, risk factors, plans and projections relating to the specific investment opportunity. Forward-looking statements are subject to various risks and uncertainties. You acknowledge there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. TPI undertakes no obligation to update or review any forward-looking statement pertaining to any investment opportunity presented on the TPI platform. You acknowledge that TPI is not responsible for the accuracy and completeness of any forward-looking statements. Members are responsible for conducting their own due diligence and shall not rely on the financial assumptions or estimates that are displayed on the Services.
OWNERSHIP OF TPI PLATFORM
Unless otherwise noted, the Services provided on the TPI Platform, and all associated intellectual property rights (including copyrights, trade secret, trademarks, trade dress and/or other intellectual property) (“IP Rights”) relating to the TPI Platform, are owned, controlled or licensed by TPI or by its third party licensors. All IP Rights are and shall remain the exclusive property of TPI, and its respective third party licensors or third parties to whom it is attributed. In using the Services, you shall not obtain any rights, title or other interest in or to any information on the Services or related IP Rights. Subject to the above, individual users are entitled to view the information on the Services and to copy and print such information for personal, non-commercial use. Individual users are not permitted to sell or distribute or otherwise deal with the information on the Services or any derivatives of such information without the prior written consent of TPI. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Services. By accessing the TPI platform, any Member or person agrees to, and shall assign any and all inventions or other potential intellectual property that results from, is caused by, or arises out of such access to the TPI platform.
COMMUNICATION SERVICES
The TPI platform may contain bulletin board services, chat areas, news groups, forums, communities, and/or other message or communication facilities designed to enable you to communicate within the TPI platform (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. You agree that you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the TPI platform.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines that may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
TPI has no obligation to monitor the Communication Services. However, TPI reserves the right to review materials posted to on the TPI platform and to remove any and all materials, messages, or other content, in its sole and absolute discretion. TPI reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
TPI reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in TPI’s sole discretion.
TPI specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
THIRD PARTY LINKS
The Services may contain links to other Websites and/or platforms (“Linked Sites”). The Linked Sites are not under the control of TPI and TPI is not responsible for the contents of any Linked Site, including without limitation any link or documentation contained in a Linked Site, or any changes or updates to a Linked Site. TPI may provide links to you only as a convenience, and the inclusion of any link does not imply endorsement by TPI of the Linked Site or any association with its operators.
NO UNLAWFUL USE
You shall not use the TPI platform, or any other Services provided by TPI, for any purpose that is unlawful or prohibited by these Terms. You shall not use the TPI platform, or any other Services provided by TPI, in any manner that could damage, disable, overburden, or impair the TPI platform or interfere with any other party’s use and enjoyment of the TPI platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through TPI platform.
You may not violate or attempt to violate the security of the TPI platform. Tampering with any portion of the TPI platform, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the TPI Platform, whether or not through the use of agents, are prohibited and constitute a breach of these Terms.
You are prohibited from engaging in any act that TPI reasonably believes, in its sole discretion, may interfere with TPI’s providing of the TPI platform, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail-bombing” or “crashing” the TPI platform; (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the TPI platform; (g) reverse engineering, decompiling or disassembling the underlying software; (h) removing any notices, warnings, labels, annotations or instructions from any portion of the TPI platform or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (i) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the TPI platform.
Any violations of the foregoing may result in civil and criminal charges. TPI may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. TPI may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Services if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.
You acknowledge that unauthorized third parties may be able to access data sent via the Internet, which may lead to unauthorized disclosures, changes in content, or technical failures. Data sent via the Internet may be transmitted across international borders even though both sender and receiver are located in the same country. TPI does not accept any responsibility or liability for the security of data while in transit via the Internet.
TPI reserves the right, in its sole discretion, to terminate your membership and/or access to the TPI platform and/or other provided by TPI at any time, for any reason (including, but not limited to, breach of these Terms) without prior notice.
DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE TPI PLATFORM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES MAY PERIODICALLY ADDED TO THE INFORMATION HEREIN. TPI MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE TPI PLATFORM AT ANY TIME. INFORMATION PROVIDED ON THE TPI PLATFORM SHOULD NOT BE RELIED UPON FOR LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE.
TPI MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER DOCUMENTATIONS CONTAINED ON THE TPI PLATFORM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. TPI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER DOCUMENTATION PROVIDED THROUGH THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TPI 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 TPI PLATFORM, WITH THE DELAY OR INABILITY TO USE THE TPI PLATFORM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER DOCUMENTATION OBTAINED THROUGH THE TPI PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE TPI PLATFORM, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TPI PLATFORM AND/OR OTHER SERVICES PROVIDED BY TPI.
Governing Law, Indemnity, Damages Cap
By access the TPI platform, utilizing the Services or any related content or events of TPI, that such access or activities shall be subject to, and interpreted by and in accordance with, the laws (excluding conflict of law provisions) of the State of Michigan. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this Agreement shall be commenced and maintained only in the United States District Court for the Eastern District of Michigan or the applicable Michigan state trial court sitting in Oakland County, Michigan and having subject matter jurisdiction. EACH PARTY WAIVES ALL OBJECTIONS TO IN PERSONAM JURISDICTION, VENUE AND CONVENIENCE OF FORUM AND WAIVES THE RIGHT TO A JURY TRIAL. In any action brought by a Party hereto to enforce the obligations of any other Party hereto, the prevailing Party shall be entitled to collect from the opposing Party to such action such Party’s reasonable costs and attorneys’ fees and expenses (including court costs, reasonable fees of accountants and experts, and other expenses incidental to the dispute).
You may cancel this agreement to arbitrate by giving written notice to TPI within 30 days of the date of your Start Date, or 30 days after TPI makes material changes to this section of these Terms. You should send your cancellation notice to marketing@www.theplayersimpact.com with the following information: (i) your name, (ii) your email address associated with your TPI membership; (iii) your mailing address; and (iv) a statement of your wish not to resolve disputes with TPI through arbitration. Your notice to opt-out of arbitration only applies to these Terms; if you previously entered into other arbitration agreements with TPI or enter into other such agreements in the future with regard to investment opportunities presented through the TPI platform, your notification that you are opting out of the arbitration terms of these Terms shall not affect the other arbitration agreements between you and TPI and/or your agreement as it relates to such investment opportunity. Should you choose to withdraw from the arbitration provision, all other provisions of these Terms shall remain in full force and effect.
MEMBER AND ALL PERSONS WHO ACCESS THE TPI PLATFORM AGREE THAT IN NO EVENT SHALL TPI’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS OR MATTERS ARISING OUT OF, RELATED TO, OR CAUSED BY THE TPI PLATFORM (FOR DIRECT DAMAGES OR DAMAGES OF ANY OTHER CATEGORY OR NATURE, AND DURING ITS TERM, ANY RENEWAL TERM OR THEREAFTER) EXCEED THE CUMULATIVE AMOUNT OF FEES AND MEMBERSHIP FEES PAID BY THE MEMBER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF FILING OF THE CLAIM OR MATTER IN QUESTION.
MEMBER AND ANY PERSON WHO ACCESSES THE TPI PLATFORM SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TPI AND ITS PAST, PRESENT, AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, OWNERS, REPRESENTATIVES, ASSIGNS, ATTORNEYS, AGENTS, AND INSURERS, FROM ANY AND ALL POTENTIAL OR ACTUAL CLAIMS, ACTIONS, JUDGMENTS, LIABILITIES, LOSSES, COSTS, DAMAGES, FINES, PENALTIES AND EXPENSES OF ANY KIND RELATED TO OR THAT ARISE OUT OF THIS AGREEMENT (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPERT FEES AND COURT COSTS) ARISING FROM, RELATED TO, OR CAUSED BY ACCESS TO OR USE OF THE TPI PLATFORM OR UNDER THESE TERMS AND CONDITIONS OR ANY OTHER APPLICABLE AGREEMENT BETWEEN SUCH MEMBER OR PERSON AND TPI.
ADDITIONAL TERMS:
TPI’s Terms of Service and Privacy Policy available here are incorporated by reference into, and apply to, the Member Application and Agreement, all TPI memberships, and all use of the TPI platform and/or other Services provided by TPI.
If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. If such provision cannot be reformed, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any of the remaining provisions.
The failure of TPI to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit TPI’s rights with respect to such breach or any subsequent breaches.
You may not assign or delegate any rights or obligations under these Terms and/or as a member of TPI, and any such attempts will be ineffective. TPI can freely assign or delegate all rights and obligations under these Terms in part or in its entirety without prior notice to you.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and TPI as a result of these Terms or use of the Services.
TPI’s performance under these Terms is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TPI’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by TPI with respect to such use.
Unless otherwise specified herein, these Terms constitute the entire agreement between you and TPI with respect to your use of Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and TPI with respect to the Services.
TPI shall not be liable for any failure or delay in performing its obligations under this agreement or related to the TPI platform if and to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means, in relation to either party, any event or circumstance beyond the reasonable control of that party including act of God, fire, explosion, flood, epidemic, pandemic, power failure, governmental actions, war or threat of war, acts of terrorism, technical issues outside of TPI’s control, national emergency, riot, civil disturbance, sabotage, labor disputes and strikes (other than in respect of the workforce of TPI). If TPI is affected by the Force Majeure, TPI shall notify the other party within a reasonable timeframe. TPI shall use commercially reasonable efforts to recommence performance of its obligations as soon as reasonably possible.
All provisions of the Terms that by their nature should survive termination shall do so.