1. PARTIES

This Membership Agreement (referred to as “Terms of Membership”) is entered into by and between IQ Sport Authorities, LLC (herein referred to as IQSA and sometimes ORGANIZATION) and Athlete, (herein referred to as “Member”).

2. MEMBERSHIP DETAILS

IQSA hereby grants membership of the “IQSA Association of Athletes” to the Member, subject to the membership details outlined below:

a. The Member is entitled to the benefits set up by IQSA and the provider network at a discounted rate.

b. The Member gives authorization to IQSA to scout them and refer or introduce them to sports opportunities.

c. The Member will have opportunities to tryout for the IQSA sponsored club teams

d. The Member will be invited to IQSA Camps, Seminars and other Sponsored Events

3. MEMBERSHIP FEES and PAYMENT PROCEDURE

Within the scope of The Terms of Membership, the Member Agrees to pay $30 per month as a membership fee. This amount includes all the services indicated in the outline Paragraph 2 of this Agreement. The payment of the membership fee can be made in monthly installments, or in one annual payment, in which case, a discount is given making the amount due $300 for a year. In cases where the payment is made in installments, each installment is paid on the day of each month that the application for membership was submitted. The member agrees to pay dues by credit card and allows IQSA to securly store the credit card on file for automatic payment. In the event that any of the installments are not received by the specified due date, IQSA reserves the right to impose a late payment penalty.

4. DURATION and RENEWAL of the MEMBERSHIP

The membership term shall commence on the date of the application is complete and continue for a period of 1 (one) year unless terminated in accordance with the termination provisions of this Agreement. After the expiration of the initial membership term, the Membership will automatically renew on the same payment terms as the original payment. The Member may have the option to switch the billing option with written notice to IQSA. Failure to renew or change payment terms by the deadline or maintain an active account may result in a lapse of membership privileges.

5. RIGHT and OBLIGATIONS of the MEMBER

a. Member acknowledges and agrees that the Organization’s name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other  intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by the Organization or its affiliates,  licensors, or suppliers.

b. Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property, proprietary, and confidential information of Organization and its affiliates, licensors, and suppliers.

c. Member expressly agrees not to do anything inconsistent with Organization’s ownership of all the intellectual property discussed herein.

d. Member further agrees that there are no rights, title, or interest in or to any Membership Services, except as stated in this Agreement.

e. In addition, except as expressly set forth in this Agreement, Member is not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary rights of Organization or any third party. 

f. For any Membership Services which enable the member to use any software, content, equipment or other physical or non-physical materials owned or licensed by IQSA, is granted to the Member as limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment or other materials FOR THE MEMBERS PERSONAL, NON-COMMERCIAL USE ONLY.

6. RESTRICTIONS

The Member is prohibited from, and expressly agrees to not:

a. circumvent or disable any content protection system or digital rights management

technology used with Membership Services;

b. decompile, reverse engineer, disassemble or otherwise reduce any Membership Services to a human-readable form;

c. remove identification, copyright, or other proprietary notices in or on the Membership Services;

d. access or use any Membership Services in an unlawful or unauthorized manner, or in a manner that suggests an association with our content, products, services or brands, unless the Member has an executed agreement with IQSA that allows for such activity;

e. use, alter, copy, modify, store, sell, reproduce, distribute, republish, download,

publicly perform, display, post, transmit, create derivative works of, or exploit any

Membership Services or any part thereof, except as expressly authorized in this

Agreement or as part of the Membership Services provided to the Member;

f. introduce a virus or other harmful component, or otherwise tamper with, impair,

or damage any Membership Services or connected network, or interfere with any

person or entity’s use or enjoyment of any of the Membership Services;

g. access, monitor, or copy any element of the Membership Services using a robot, spider, scraper or other automated means or manual process without IQSA’s express written permission; or

h. sell, resell, or make commercial use of the Membership Services, unless Member has an executed agreement with IQSA that expressly allows for such activity.

7. THIRD PARTY SERVICES

Certain Memberships Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”). IQSA does not control any Third-Party Services. IQSA additionally makes no claim or representation regarding the third-party services and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from IQSA’s websites, application, software or any other element of the Membership Services. There is no implied affiliation, endorsement, or adoption by the Organization of these Third Party Services and shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and legal agreements that apply to these Third-Party Services.

8. MEMBER CONSENTS

a. By enrolling in the IQSA Athlete Association, the member agrees to receive messages delivered via SMS (text) messaging from IQSA. The Member also agrees to the terms of service and privacy policy located on our website.  Message frequency varies. Message and data rates may apply. The Member will have the option to Opt Out by Replying STOP to opt out; HELP for more information.

b. Member agrees to hold the Organization, its owners, affiliates, and representatives, harmless from any damage, whether tangible or intangible, that may happen to Member while participating in the Membership Services. 

c. Member agrees that the Organization offers its membership program with no guarantee of results of any kind.

d. Member agrees that any results that occur during their membership, whether positive or negative, are the effects of Member’s own personal choices.

e. Member agrees and verifies that all of the information they have given the Organization and its representatives is accurate, up to date, and without the omission of any requested information.

f. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Organization harmless against all liability for any damages that may occur to Member or others because of Member’s actions or inactions.

g. Member agrees to notify the Organization Membership Administration of any changes or upcoming changes concerning their personal information.

9. ASSUMPTION OF RISK

Member agrees and understands that their participation in the Membership Services may involve risks. These risks may lead to tangible or intangible harm, and Member agrees that these risks may result not only from their own actions but also from the actions of others. With the knowledge and understanding of these risks, Member chooses, of their own will and volition, to continue participating in the Membership Services.

10. TERMINATION

The Member may terminate this Agreement at any time, without giving a reason, by providing a written notice to the Organization. The termination shall be effective upon receipt of the notice by the Organization. In such a case, the Member remains obligated to fulfill the one year “dues” commitment and shall pay undue installments on time. If the Member paid the annual amount, no refund will be given, unless circumstances are permitted by the Organization. If the Member fails to cancel their membership before the anniversary date, the membership will automatically renew. After the initial year of membership, if the member cancels after paying the annual membership fee, a prorated refund will be offered. A member on the monthly plan after the initial year is completed, will not receive a refund, but will not be obligated to pay after the month in which they canceled.  The Organization has a right to suspend service or terminate the Agreement for cause, if the Member violates the code of conduct, policies or rules of the Organization. Prior to suspending or terminating the Member’s membership, the Organization shall provide the Member with a written notice specifying the reasons for the suspension or termination. This notice has an immediate effect.

11. CONFIDENTIALITY

Within the scope of this Agreement, confidential information means any information related to the member, including but not limited to, name, contact information, financial information, health conditions, audio or visual records etc. The Organization agrees to treat all confidential information of the member as strictly confidential and to not disclose, share, or otherwise disseminate such information to any third party without the express written consent of the Member.

12. REPRESENTATION

Member or Member’s gaurdian agrees that they are over 18 (eighteen) years of age and may legally consent to and enter into this Agreement either for themself or in behalf of the under-aged member.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Member and the IQSA with respect to any and all use of the activities and facilities.

This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties’ relationship.

14. COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date the application is completed.

15. SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement.

16. SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

17. DISPUTE RESOLUTION

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of Utah. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section includes, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Organization will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of Utah without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Salt Lake County, Utah.

19. NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on IQSA’s website and the Member’s Application. All notices shall be delivered by email or at the address which the parties may designate to each other, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.

20. HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

THE TERMS OF MEMBERSHIP