Terms of Service

Last updated: January 23, 2026

These Terms of Service (“Terms”) govern your access to and use of the services provided by LOVEATHLETE INC., (“Company,” “we,” “our,” or “us”), including websites, applications, software, APIs, and related services (collectively, the “Services”).

By creating an account, accessing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

Modifications to Terms: We reserve the right, at our sole discretion, to modify, update, or replace any part of these Terms at any time. Changes will be effective upon posting to the Services unless a later date is specified. It is your responsibility to review these Terms periodically. Your continued use of the Services after any changes are posted constitutes your acceptance of the updated Terms.

We recommend that you retain a copy of these Terms for your records. If you do not agree to the current or revised Terms, you must discontinue use of the Services immediately.

1. Definitions

  • “Services”: Refers to all products, platforms, websites, mobile applications, APIs, software, tools, documentation, and any related functionality, support, or professional services provided, operated, or made available by the Company, whether now or in the future.
  • “Client/Institution”: Means any school, district, institution, organization, or individual that enters into a subscription, license agreement, or other contractual arrangement with the Company for access to or use of the Services, and that administers, manages, or otherwise controls one or more user accounts.
  • “End User”: Refers to any individual who is authorized by a Client to access or use the Services under the Client’s account, including but not limited to students, educators, administrators, staff, contractors, or other designated users.
  • “You”/“Your”: Refers collectively to the Client and all End Users, unless the context expressly indicates otherwise.
  • “Content”: Includes any and all data, text, files, communications, documents, media, metadata, and other materials or information submitted to, stored in, transmitted through, or processed by the Services by or on behalf of a Client or End User, including user-generated content and outputs derived from user inputs.

2. Scope and Relationship

These Terms apply to all Clients and End Users who access or use the Services. Clients are solely responsible for ensuring that all End Users under their account or control are aware of and comply with these Terms, applicable laws, and institutional policies. The Company may hold Clients accountable for violations committed by their End Users.

You acknowledge and agree that you are acting solely as an independent party and not as a representative, employee, agent, or legal affiliate of the Company for any purpose.

No rights or obligations may be imputed to the Company based on the use of the Services unless expressly stated in a separate written agreement executed by an authorized representative of the Company.

3. Account Ownership and Administration

Account Ownership and Administration: Clients are the owners and administrators of their accounts and are solely responsible for managing account settings, user roles, permissions, access controls, and authorized users. End Users may access the Services only as permitted by the Client and remain subject to these Terms and all applicable laws and policies.

The Company may rely on instructions and actions taken through the Client account (including by administrators or authorized users) as valid and authorized on behalf of the Client.

Eligibility and Institutional Use: The Services are intended for individuals who are at least 13 years of age. Users under the age of majority in their jurisdiction (typically under 18) may only access or use the Services with the consent and supervision of a parent or legal guardian.

The Institution is solely responsible for:

  • Providing all required notices to parents or guardians;
  • Obtaining all necessary consents or authorizations prior to student use; and
  • Ensuring full compliance with the Family Educational Rights and Privacy Act (FERPA) and all other applicable laws and regulations governing student data and privacy.

Account Security: You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account, whether authorized or unauthorized. You agree to implement and maintain reasonable security practices, including restricting access to authorized personnel only and promptly updating or revoking access when no longer needed.

The Company is not responsible or liable for any loss, damage, or unauthorized activity resulting from your failure to safeguard credentials, maintain appropriate access controls, or otherwise follow reasonable security practices.

The Company may require additional security measures at any time, including multi-factor authentication, password complexity requirements, access logging, or other safeguards. Failure to implement required security measures may result in restricted access, suspension, or termination of the Services.

Responsibility for End Users and Account Activity: Clients are fully responsible and liable for the acts, omissions, and conduct of all End Users who access the Services under the Client’s account, including compliance with these Terms, applicable laws, and institutional policies. Any violation by an End User will be treated as a violation by the Client.
End Users are also individually responsible for their own conduct and compliance obligations while using the Services. The Company may suspend or terminate End User access (or the Client account) for violations, misuse, or behavior that creates legal, security, or operational risk, in the Company’s sole discretion.

4. Acceptable Use and Prohibited Activities

You agree to use the Services in a lawful, responsible manner and strictly in accordance with these Terms, applicable laws, and any institutional or contractual obligations. Your access is limited to the scope of the rights and licenses expressly granted by the Company.
You may not, and shall not permit others, to:

  • Violate any applicable law, regulation, or institutional policy;
  • Interfere with, disrupt, or compromise the integrity, performance, availability, or security of the Services or related infrastructure;
  • Upload, introduce, or distribute any viruses, malware, ransomware, corrupted files, or other harmful or disruptive code;
  • Access, attempt to access, or probe any non-public area of the Services, including accounts, systems, data, or infrastructure, without authorization;
  • Circumvent or defeat any authentication, access control, copy protection, or usage restriction mechanisms;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct the source code or underlying structure of the Services, except as expressly permitted by applicable law;
  • Reproduce, resell, lease, sublicense, distribute, or commercially exploit the Services or any component thereof without prior written authorization;
  • Scrape, harvest, index, or extract data at scale, whether manually or using automated systems, without express permission;
  • Deploy bots, scripts, crawlers, or other automated systems to access, interact with, or extract data from the Services without prior written approval;
  • Use the Services to train, develop, or support competing products or services, including AI models, datasets, or software tools, without the Company’s written consent;
  • Upload, submit, or process content that infringes, misappropriates, or violates the intellectual property, privacy, contractual, or legal rights of any individual or entity;
  • Post, transmit, or share content that is defamatory, obscene, threatening, abusive, hateful, violent, deceptive, or otherwise objectionable;
  • Impersonate any person or entity, or misrepresent your identity, affiliation, or authorization in connection with the Services;
  • Use the Services in any manner intended to avoid, bypass, or defeat contractual, technical, or usage restrictions imposed by the Company.

Usage Monitoring and Enforcement: The Company may monitor use of the Services to assess compliance and reserves the right, at its sole discretion and without prior notice, to investigate any suspected violation and to suspend, restrict, or terminate access. The Company may take any enforcement action it deems appropriate, including legal remedies, referral to law enforcement, and the pursuit of damages or injunctive relief.

5. Tools and Professional Disclaimers

The Services provide tools, features, content, workflows, and outputs to help Clients and End Users create, organize, analyze, or manage information. These functionalities and any content we provide are for informational and general educational purposes only and are not a substitute for professional advice.

The Services do not provide legal, medical, mental health, academic, financial, or other licensed professional advice. Any content, suggestions, outputs, or analytical results, whether generated by the Services or created by users, should not be relied upon for decisions involving legal rights, personal safety, academic standing, healthcare, compliance, or other significant consequences.

Clients and End Users are solely responsible for evaluating the accuracy, suitability, and applicability of all information and outputs from the Services. You agree to consult qualified professionals before making any decisions based on content or outputs from the Services, and the Company disclaims all liability arising from reliance on such information.

6. Content and Data Rights

Your Content: You retain ownership of all Content submitted or processed through the Services. Nothing herein transfers ownership to the Company.

License to Operate the Services: You grant the Company and its service providers a worldwide, non-exclusive, royalty-free license to access, host, store, cache, reproduce, process, transmit, display, and otherwise use Content solely to provide, operate, maintain, support, secure, and improve the Services; prevent or address technical, security, or integrity issues; and comply with applicable law and our contractual obligations.

De-Identified and Aggregated Data: The Company may create and use aggregated and/or de-identified data derived from the Services for product improvement, analytics, benchmarking, and other legitimate business purposes, provided such data does not identify any individual and is used in compliance with applicable law.

Responsibility for Content: Clients represent and warrant they have all rights and permissions to submit Content and allow End Users to access it.

Intellectual Property Rights: All Services content, including trademarks, logos, software, and materials (collectively, “Company IP”), is owned by us or our licensors. Use is permitted only for personal, non-commercial purposes, except as authorized. Unauthorized use constitutes a material breach.

User Contributions and Reviews:

  • Contributions: You grant the Company a worldwide, royalty-free, sublicensable license to use, copy, modify, display, distribute, and prepare derivative works from Contributions for any purpose, including commercial purposes. Ownership remains with you.

  • Reviews: By posting Reviews, you confirm firsthand experience and agree not to post offensive, discriminatory, false, misleading, or illegal statements. You grant the Company a perpetual, non-exclusive, worldwide license to use Reviews.

  • We may remove, edit, or re-categorize Contributions and Reviews at our discretion.

7. Mobile Application License

Limited License Grant: Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the mobile application (the “App”) on a device that you own or control, solely for your personal, non-commercial use and in accordance with these Terms.

License Restrictions: You agree not to, and shall not permit others to:

  • Reverse engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to derive or access the source code or underlying structure of the App;
  • Modify, adapt, translate, or create derivative works of the App or any part thereof;
  • Remove, obscure, or alter any copyright, trademark, or other proprietary notices;
  • Use the App for any revenue-generating, commercial, or competitive purpose, including benchmarking or service bureau use;
  • Distribute, share, sell, lease, sublicense, rent, or otherwise make the App available to multiple users or devices through a network, or otherwise circumvent technical restrictions;
  • Use the App to transmit unsolicited messages, advertisements, spam, or automated queries, or to engage in any unlawful or abusive conduct.

Ownership and Rights Reserved: The App is licensed, not sold. The Company and its licensors retain all right, title, and interest in and to the App and all associated intellectual property rights. Except for the limited license granted above, no other rights or licenses are granted, whether express or implied.

App Store Terms and Third-Party Beneficiaries: If the App is downloaded from a third-party platform such as the Apple App Store or Google Play (each, an “App Distributor”), your use of the App is also governed by the terms and conditions of that App Distributor. You acknowledge and agree that the App Distributors are third-party beneficiaries of these Terms and shall have the right to enforce them against you as it relates to your use of the App.

8. Third-Party Content and Services

The Services may contain or link to third-party content or websites. The Company does not control, endorse, or guarantee accuracy, reliability, or safety. Accessing or using third-party content is at your own risk. The Company is not liable for any claims, losses, or damages related to third-party content or websites.

9. Service Management

The Company reserves the right, but is not obligated, to take any of the following actions at any time and for any reason, without notice, and at its sole discretion:

  • Monitor access to or use of the Services to assess compliance with these Terms or applicable law;
  • Review, remove, restrict, disable, or modify any content, user contributions, or activity that the Company deems to violate these Terms, infringe intellectual property, pose a security or reputational risk, or otherwise interfere with the integrity of the Services;
  • Investigate and take appropriate legal action against users who violate these Terms, including reporting suspected unlawful activity to law enforcement or other authorities and cooperating with investigations;
  • Manage, limit, or suspend access to the Services in order to protect the rights, property, operations, or safety of the Company, its users, or the public.

These rights may be exercised without prior notice and without liability to you. The exercise or non-exercise of these rights does not constitute a waiver of the Company’s enforcement rights under these Terms or applicable law.

10. Privacy, Security, and User Data

Privacy Policy: Personal data is processed according to our Privacy Policy, which is incorporated by reference.

Security: We maintain administrative, technical, and organizational safeguards. No system is completely secure; you acknowledge inherent risks.

Data Responsibility: You are responsible for transmitting and backing up your own data. The Company is not liable for data loss or corruption.

11. Fees, Billing, and Taxes

Fees and Billing: Access to certain features or portions of the Services may require payment of fees (“Paid Services”). All fees are billed in advance, are non-refundable, and are due in full at the time of purchase or as otherwise specified in the applicable order or agreement, except as required by law. The Company is under no obligation to provide refunds or credits for any partial use, downgrade, or cancellation.

Paid Services: Subscriptions automatically renew for additional twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date. Use of the Services is subject to the Terms of Service, and the Company may suspend or terminate access for misuse, non-compliance, or risk to the platform. The Company will send notice of renewal terms within forty-five (45) days before the renewal date.

Taxes: Clients are solely responsible for all applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, associated with their use of the Services, unless the Company is legally obligated to collect such taxes. If such taxes are required to be collected by the Company, they will be added to the invoiced amount.

Late Payments and Suspension: Failure to pay any fees or charges when due may result in the suspension or termination of access to the Services, at the Company’s discretion. The Company may also charge interest on overdue amounts at the maximum rate permitted by law.

12. Term, Cancellation, and Data Deletion

Term: These Terms remain in full force and effect for as long as you access or use the Services. Termination of your account or subscription does not affect any accrued rights, liabilities, or obligations under these Terms.

Cancellation by Client: Clients may cancel subscriptions in accordance with the procedures and timelines set forth in the Services or applicable documentation. Cancellations are effective at the end of the then-current billing period unless otherwise specified. No refunds or credits will be issued for partial periods or unused Services, except as required by law.

Effect of Termination or Cancellation: Upon cancellation or termination of the Services:

  • Client access to the Services and associated content will be disabled;
  • Client data and content will be removed from active production systems promptly following termination;
  • Archived or backup copies will be deleted within a commercially reasonable period in accordance with the Company’s data retention and backup policies.

Client Responsibility for Data Export: It is the Client’s sole responsibility to export or retrieve any data or content prior to cancellation or termination. The Company shall have no obligation to maintain or provide access to data following termination, and shall not be liable for any loss of data or content after the account is deactivated.

13. Suspension and Termination

Right to Suspend or Terminate: The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Services, in whole or in part, at any time and without liability, if:

  • You violate or breach these Terms or any other applicable policies;
  • Any payment obligations remain outstanding or are otherwise unmet;
  • Your use of the Services presents legal, regulatory, operational, or security risks;
  • The Company is required to do so by law, regulation, or order of a governmental authority.

Immediate Termination for Misconduct: The Company may immediately suspend or terminate access without notice in cases of fraud, abuse, harassment, threats, illegal activity, or other conduct the Company reasonably determines to be harmful, disruptive, or in violation of applicable law or these Terms.

No Refunds; Continuing Obligations: Termination does not entitle you to any refund or credit of fees previously paid. You remain responsible for any outstanding fees or charges incurred prior to termination. All rights and licenses granted to you under these Terms will cease immediately upon termination.

No Liability for Termination: To the fullest extent permitted by law, the Company shall not be liable for any loss, damages, claims, or expenses resulting from the suspension or termination of access, including loss of data, business opportunity, or revenue.

Survival and Remedies: Termination of access does not limit the Company’s right to pursue any other remedies available at law or in equity. Provisions that by their nature should survive termination, including, but not limited to, confidentiality, indemnification, limitation of liability, and dispute resolution, shall continue in full force and effect.

14. Compliance, Export Controls, and Sanctions

You represent and warrant that you are not subject to sanctions or export restrictions prohibiting use of the Services and agree to comply with all applicable export and sanctions laws.

15. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, labor disputes, or network interruptions.

16. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. No guarantee is made regarding accuracy, completeness, or results.

17. Limitation of Liability

To the fullest extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to loss of profits, revenue, business opportunity, data, goodwill, service interruption, or reputational harm, arising out of or in connection with:

  • The use of or inability to use the Services
  • Any errors, omissions, or inaccuracies in the content
  • Unauthorized access to or use of user accounts or data
  • Any decisions made or actions taken based on the Services
  • Reliance on any educational, informational, or user-submitted content

This limitation applies whether the claim is based in contract, tort, negligence, strict liability, or otherwise, and even if the Company has been advised of the possibility of such damages.

In no event shall the Company’s total cumulative liability for any claims related to the Services exceed the total amount of fees actually paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages or liability, so the above limitations may not apply to the extent prohibited by law. In such cases, liability shall be limited to the minimum extent permitted by applicable law.

18. Indemnification

Clients agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, agents, and employees from and against any and all claims, damages, losses, liabilities, settlements, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

  • Content submitted to the Services
  • Use of the Services in violation of applicable law or these Terms
  • End Users’ access or activities under the Client’s account
  • Breaches of representations, warranties, or violations of third-party rights
  • Violations of any applicable privacy or data protection laws arising from the Client’s or its End Users’ use of the Services
  • Harmful acts toward other users

The Company will promptly notify the Client of any such claim and may, at its discretion, assume exclusive control of the defense and settlement of the claim at the Client’s expense. Clients shall not settle any such claim without the Company’s prior written consent unless the settlement unconditionally releases the Company of all liability. Clients must fully cooperate in defense efforts. These obligations shall survive termination of this Agreement and shall not be limited by any liability caps elsewhere in these Terms.

19. User Conduct and Content Moderation

Acceptable Use: Users agree to access and use the Services in a lawful, responsible, and professional manner. The following conduct is strictly prohibited and may result in immediate account action:

  • Harassment, threats, stalking, bullying, or abuse of any individual or group
  • Discrimination or hate speech based on protected classes
  • Impersonation of individuals or entities, or misrepresentation of affiliation
  • Infringement of intellectual property rights, including unauthorized use, distribution, or reproduction of copyrighted content or trademarks
  • Uploading or distributing viruses, malware, or other harmful code
  • Gaining unauthorized access to systems, data, or user accounts
  • Any activity that is unlawful, fraudulent, deceptive, or disruptive to the Services

Content Moderation: The Company reserves the right, but has no obligation, to monitor, review, remove, modify, or restrict access to any user content at its sole discretion, at any time, and for any reason, including content deemed to violate these Terms or applicable law.

Account Suspension and Termination: The Company may investigate suspected violations and take any action it deems appropriate, including issuing warnings, suspending, restricting, or permanently terminating user accounts, with or without prior notice. Such actions may be taken for violations of these Terms, disruptive or abusive behavior, security concerns, or misuse of the Services.

User Responsibility and Waiver: Users are solely responsible for their conduct and any content submitted. The Company shall not be liable for any loss, damage, or claim arising from the enforcement of these rules, including content moderation decisions or account suspension or termination.

No Obligation to Monitor: Nothing in this section imposes a duty on the Company to monitor all user activity or content. Enforcement remains at the Company’s discretion and does not create a private right of action by any user or third party.

20. Educational Services and Disclaimers

Informational Use Only: The Services are provided solely for general informational and educational purposes. The content offered does not constitute legal, medical, financial, psychological, or other professional advice, and should not be relied upon as such.

No Professional Relationship: Use of the Services does not create a professional-client, advisor-client, or instructor-student relationship between the user and the Company or any of its personnel, affiliates, or contributors.

Certificates and Accreditation: Any certificates issued through the Services are for recognition purposes only and are not accredited or recognized by any governmental or educational authority unless explicitly stated otherwise in writing by the Company.

No Guarantee of Results: Educational outcomes may vary significantly based on individual effort, background, and external factors. The Company makes no representations or warranties regarding learning results, skill acquisition, certification, employability, or personal or professional improvement.

User Responsibility: Users are solely responsible for assessing the suitability, accuracy, and applicability of any content, materials, or guidance provided through the Services.

21. Confidentiality

The Client agrees to maintain the confidentiality of all proprietary, confidential, or non-public information disclosed by the Company in connection with the Services. This includes, but is not limited to, technical data, business strategies, pricing, operations, curricula, instructional materials, course content, software, and trade secrets, whether disclosed orally, visually, or in writing.

The Client shall not use such information for any purpose other than as necessary to receive the Services and shall not disclose such information to any third party without the Company’s prior written consent.

These confidentiality obligations shall survive the termination or expiration of these Terms and remain in effect for as long as the information remains confidential.

22. Educational Institutions

Institutions using the Services are responsible for:

  • Obtaining all required parental consents, guardian permissions, and student authorizations prior to allowing any student to use the Services
  • Ensuring compliance with the Family Educational Rights and Privacy Act (FERPA) and all other applicable student privacy laws and regulations
  • Confirming they have the legal authority to disclose or provide access to student information on behalf of students or their parents
  • Managing all student data requests, including access, correction, and deletion, in accordance with applicable laws

The Company processes student data necessary to deliver the Services and maintain appropriate administrative, technical, and physical safeguards to protect student data. The Company does not use student information for targeted advertising or unauthorized marketing purposes. Student data, including content submitted within the Services, will not be disclosed to third parties except as required to provide the Services, shared with the Institution in the form of progress and completion reporting as authorized under the Agreement, or as required by law.

23. Corrections

The Company may correct errors, inaccuracies, or omissions in the Services at any time without prior notice.

24. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending emails, or completing forms constitutes electronic communications. You consent to receive communications electronically. Electronic signatures, records, and notices are legally binding.

25. Dispute Resolution

Informal Resolution Required
You and the Company agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (a "Dispute") through good faith informal negotiations. Such negotiations must continue for at least sixty (60) days following written notice from one party to the other describing the nature of the Dispute.

Binding Arbitration
If a Dispute is not resolved through informal negotiation, you and the Company agree to resolve the Dispute exclusively through final and binding arbitration, administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, unless otherwise mutually agreed.

The arbitrator shall have the exclusive authority to resolve any Dispute, including disputes regarding the scope, enforceability, or interpretation of this arbitration agreement. The arbitrator's decision shall be final and binding and may be entered in any court of competent jurisdiction.

Arbitration shall be conducted on an individual basis only. Class actions, collective actions, consolidated actions, and representative proceedings are strictly prohibited.

Exceptions to Arbitration
Nothing in this section prevents either party from seeking relief in a court of competent jurisdiction for:

  • Enforcement or protection of the Company's intellectual property rights
  • Alleged theft, unauthorized use, or misuse of the Company's data, content, or proprietary information
  • The Company's claims for breach of confidentiality obligations
  • Injunctive or equitable relief sought by the Company to prevent imminent or ongoing harm to its Services, systems, or business operations
  • Claims by either party arising under the Family Educational Rights and Privacy Act (FERPA) or state student privacy laws where arbitration would violate applicable law

Attorneys' Fees and Costs
Each party will bear its own attorneys' fees and costs in any arbitration or court proceeding, unless:

  • The arbitrator or court determines that a claim or defense was frivolous, brought in bad faith, or for an improper purpose, in which case the prevailing party shall be awarded reasonable fees and costs, or
  • The Company prevails on any claim brought by the Client, and the arbitrator or court finds such claim lacked substantial justification or reasonable legal or factual basis, in which case the Company shall be awarded its reasonable fees and costs

Small Claims Court
Either party may bring an eligible claim in small claims court in New York County, New York, or the jurisdiction where the Client is located, if permitted by that court's rules and within the court's jurisdictional limits.

Confidentiality of Proceedings
All arbitration proceedings, including submissions, evidence, transcripts, and awards, shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of both parties, unless required by law.

Waiver of Jury Trial
To the extent any Dispute is resolved in court rather than through arbitration, both parties knowingly and irrevocably waive any right to a jury trial.

Compliance with Education Laws
Where the Client is an Institution subject to FERPA (20 U.S.C. § 1232g) or state student privacy laws, nothing in this section shall waive the Institution's right to pursue claims specifically arising from violations of such laws, provided that all other claims remain subject to arbitration as set forth herein.

Limitation on Claims
Any claim or cause of action arising out of or related to these Terms or the Services must be brought within one (1) year after the date such claim or cause of action arose. Otherwise, it is permanently barred.

Severability
If the class action waiver is found unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) shall be severed and proceed in court, while all other claims remain subject to arbitration. If any other provision of this section is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder shall remain in full force and effect.

26. Location and Governing Law

Unless otherwise required by law or AAA rules, arbitration shall take place in New York, New York, or via remote proceedings if mutually agreed by the parties.

These Terms and any Disputes shall be governed by the laws of the State of New York, without regard to its conflict of laws principles, except where the Client is a public Institution, governmental entity, or other organization that is legally required by applicable law or regulation to apply the laws of a different jurisdiction, in which case the laws of that jurisdiction shall govern to the extent required.

Any court proceedings under the Exceptions to Arbitration shall be filed exclusively in the state or federal courts located in New York County, New York, and both parties consent to the personal jurisdiction of such courts, except where the Client is legally prohibited from consenting to out-of-state jurisdiction, in which case venue shall be in the courts of the Client's jurisdiction as required by applicable law.

27. Assignment and Subcontracting

You may not assign these Terms without prior written consent. The Company may assign these Terms in connection with mergers, acquisitions, or sales. The Company may use subcontractors to provide the Services.

28. Miscellaneous, Severability, Waiver, and Survival

These Terms, along with any related policies, constitute the entire agreement. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remainder remains effective. Sections on IP, disclaimers, limitations of liability, indemnification, and governing law survive termination. No joint venture, partnership, employment, or agency is created by these Terms.

29. California Users

California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at (800) 952-5210 or (916) 445-1254.

30. General Provisions

These Terms, together with any associated order forms or agreements, constitute the entire agreement between the parties regarding the Services. No modification is valid unless in writing and signed by both parties. The Company is an independent contractor.

31. Contact

Questions about these Terms may be directed to support@loveathletehq.com.

Terms of Service

Last updated: January 23, 2026

These Terms of Service (“Terms”) govern your access to and use of the services provided by LOVEATHLETE INC., (“Company,” “we,” “our,” or “us”), including websites, applications, software, APIs, and related services (collectively, the “Services”).

By creating an account, accessing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

Modifications to Terms: We reserve the right, at our sole discretion, to modify, update, or replace any part of these Terms at any time. Changes will be effective upon posting to the Services unless a later date is specified. It is your responsibility to review these Terms periodically. Your continued use of the Services after any changes are posted constitutes your acceptance of the updated Terms.

We recommend that you retain a copy of these Terms for your records. If you do not agree to the current or revised Terms, you must discontinue use of the Services immediately.

1. Definitions

  • “Services”: Refers to all products, platforms, websites, mobile applications, APIs, software, tools, documentation, and any related functionality, support, or professional services provided, operated, or made available by the Company, whether now or in the future.
  • “Client/Institution”: Means any school, district, institution, organization, or individual that enters into a subscription, license agreement, or other contractual arrangement with the Company for access to or use of the Services, and that administers, manages, or otherwise controls one or more user accounts.
  • “End User”: Refers to any individual who is authorized by a Client to access or use the Services under the Client’s account, including but not limited to students, educators, administrators, staff, contractors, or other designated users.
  • “You”/“Your”: Refers collectively to the Client and all End Users, unless the context expressly indicates otherwise.
  • “Content”: Includes any and all data, text, files, communications, documents, media, metadata, and other materials or information submitted to, stored in, transmitted through, or processed by the Services by or on behalf of a Client or End User, including user-generated content and outputs derived from user inputs.

2. Scope and Relationship

These Terms apply to all Clients and End Users who access or use the Services. Clients are solely responsible for ensuring that all End Users under their account or control are aware of and comply with these Terms, applicable laws, and institutional policies. The Company may hold Clients accountable for violations committed by their End Users.

You acknowledge and agree that you are acting solely as an independent party and not as a representative, employee, agent, or legal affiliate of the Company for any purpose.

No rights or obligations may be imputed to the Company based on the use of the Services unless expressly stated in a separate written agreement executed by an authorized representative of the Company.

3. Account Ownership and Administration

Account Ownership and Administration: Clients are the owners and administrators of their accounts and are solely responsible for managing account settings, user roles, permissions, access controls, and authorized users. End Users may access the Services only as permitted by the Client and remain subject to these Terms and all applicable laws and policies.

The Company may rely on instructions and actions taken through the Client account (including by administrators or authorized users) as valid and authorized on behalf of the Client.

Eligibility and Institutional Use: The Services are intended for individuals who are at least 13 years of age. Users under the age of majority in their jurisdiction (typically under 18) may only access or use the Services with the consent and supervision of a parent or legal guardian.

The Institution is solely responsible for:

  • Providing all required notices to parents or guardians;
  • Obtaining all necessary consents or authorizations prior to student use; and
  • Ensuring full compliance with the Family Educational Rights and Privacy Act (FERPA) and all other applicable laws and regulations governing student data and privacy.

Account Security: You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account, whether authorized or unauthorized. You agree to implement and maintain reasonable security practices, including restricting access to authorized personnel only and promptly updating or revoking access when no longer needed.

The Company is not responsible or liable for any loss, damage, or unauthorized activity resulting from your failure to safeguard credentials, maintain appropriate access controls, or otherwise follow reasonable security practices.

The Company may require additional security measures at any time, including multi-factor authentication, password complexity requirements, access logging, or other safeguards. Failure to implement required security measures may result in restricted access, suspension, or termination of the Services.

Responsibility for End Users and Account Activity: Clients are fully responsible and liable for the acts, omissions, and conduct of all End Users who access the Services under the Client’s account, including compliance with these Terms, applicable laws, and institutional policies. Any violation by an End User will be treated as a violation by the Client.
End Users are also individually responsible for their own conduct and compliance obligations while using the Services. The Company may suspend or terminate End User access (or the Client account) for violations, misuse, or behavior that creates legal, security, or operational risk, in the Company’s sole discretion.

4. Acceptable Use and Prohibited Activities

You agree to use the Services in a lawful, responsible manner and strictly in accordance with these Terms, applicable laws, and any institutional or contractual obligations. Your access is limited to the scope of the rights and licenses expressly granted by the Company.
You may not, and shall not permit others, to:

  • Violate any applicable law, regulation, or institutional policy;
  • Interfere with, disrupt, or compromise the integrity, performance, availability, or security of the Services or related infrastructure;
  • Upload, introduce, or distribute any viruses, malware, ransomware, corrupted files, or other harmful or disruptive code;
  • Access, attempt to access, or probe any non-public area of the Services, including accounts, systems, data, or infrastructure, without authorization;
  • Circumvent or defeat any authentication, access control, copy protection, or usage restriction mechanisms;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct the source code or underlying structure of the Services, except as expressly permitted by applicable law;
  • Reproduce, resell, lease, sublicense, distribute, or commercially exploit the Services or any component thereof without prior written authorization;
  • Scrape, harvest, index, or extract data at scale, whether manually or using automated systems, without express permission;
  • Deploy bots, scripts, crawlers, or other automated systems to access, interact with, or extract data from the Services without prior written approval;
  • Use the Services to train, develop, or support competing products or services, including AI models, datasets, or software tools, without the Company’s written consent;
  • Upload, submit, or process content that infringes, misappropriates, or violates the intellectual property, privacy, contractual, or legal rights of any individual or entity;
  • Post, transmit, or share content that is defamatory, obscene, threatening, abusive, hateful, violent, deceptive, or otherwise objectionable;
  • Impersonate any person or entity, or misrepresent your identity, affiliation, or authorization in connection with the Services;
  • Use the Services in any manner intended to avoid, bypass, or defeat contractual, technical, or usage restrictions imposed by the Company.

Usage Monitoring and Enforcement: The Company may monitor use of the Services to assess compliance and reserves the right, at its sole discretion and without prior notice, to investigate any suspected violation and to suspend, restrict, or terminate access. The Company may take any enforcement action it deems appropriate, including legal remedies, referral to law enforcement, and the pursuit of damages or injunctive relief.

5. Tools and Professional Disclaimers

The Services provide tools, features, content, workflows, and outputs to help Clients and End Users create, organize, analyze, or manage information. These functionalities and any content we provide are for informational and general educational purposes only and are not a substitute for professional advice.

The Services do not provide legal, medical, mental health, academic, financial, or other licensed professional advice. Any content, suggestions, outputs, or analytical results, whether generated by the Services or created by users, should not be relied upon for decisions involving legal rights, personal safety, academic standing, healthcare, compliance, or other significant consequences.

Clients and End Users are solely responsible for evaluating the accuracy, suitability, and applicability of all information and outputs from the Services. You agree to consult qualified professionals before making any decisions based on content or outputs from the Services, and the Company disclaims all liability arising from reliance on such information.

6. Content and Data Rights

Your Content: You retain ownership of all Content submitted or processed through the Services. Nothing herein transfers ownership to the Company.

License to Operate the Services: You grant the Company and its service providers a worldwide, non-exclusive, royalty-free license to access, host, store, cache, reproduce, process, transmit, display, and otherwise use Content solely to provide, operate, maintain, support, secure, and improve the Services; prevent or address technical, security, or integrity issues; and comply with applicable law and our contractual obligations.

De-Identified and Aggregated Data: The Company may create and use aggregated and/or de-identified data derived from the Services for product improvement, analytics, benchmarking, and other legitimate business purposes, provided such data does not identify any individual and is used in compliance with applicable law.

Responsibility for Content: Clients represent and warrant they have all rights and permissions to submit Content and allow End Users to access it.

Intellectual Property Rights: All Services content, including trademarks, logos, software, and materials (collectively, “Company IP”), is owned by us or our licensors. Use is permitted only for personal, non-commercial purposes, except as authorized. Unauthorized use constitutes a material breach.

User Contributions and Reviews:

  • Contributions: You grant the Company a worldwide, royalty-free, sublicensable license to use, copy, modify, display, distribute, and prepare derivative works from Contributions for any purpose, including commercial purposes. Ownership remains with you.

  • Reviews: By posting Reviews, you confirm firsthand experience and agree not to post offensive, discriminatory, false, misleading, or illegal statements. You grant the Company a perpetual, non-exclusive, worldwide license to use Reviews.

  • We may remove, edit, or re-categorize Contributions and Reviews at our discretion.

7. Mobile Application License

Limited License Grant: Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to download, install, and use the mobile application (the “App”) on a device that you own or control, solely for your personal, non-commercial use and in accordance with these Terms.

License Restrictions: You agree not to, and shall not permit others to:

  • Reverse engineer, decompile, disassemble, decode, decrypt, or otherwise attempt to derive or access the source code or underlying structure of the App;
  • Modify, adapt, translate, or create derivative works of the App or any part thereof;
  • Remove, obscure, or alter any copyright, trademark, or other proprietary notices;
  • Use the App for any revenue-generating, commercial, or competitive purpose, including benchmarking or service bureau use;
  • Distribute, share, sell, lease, sublicense, rent, or otherwise make the App available to multiple users or devices through a network, or otherwise circumvent technical restrictions;
  • Use the App to transmit unsolicited messages, advertisements, spam, or automated queries, or to engage in any unlawful or abusive conduct.

Ownership and Rights Reserved: The App is licensed, not sold. The Company and its licensors retain all right, title, and interest in and to the App and all associated intellectual property rights. Except for the limited license granted above, no other rights or licenses are granted, whether express or implied.

App Store Terms and Third-Party Beneficiaries: If the App is downloaded from a third-party platform such as the Apple App Store or Google Play (each, an “App Distributor”), your use of the App is also governed by the terms and conditions of that App Distributor. You acknowledge and agree that the App Distributors are third-party beneficiaries of these Terms and shall have the right to enforce them against you as it relates to your use of the App.

8. Third-Party Content and Services

The Services may contain or link to third-party content or websites. The Company does not control, endorse, or guarantee accuracy, reliability, or safety. Accessing or using third-party content is at your own risk. The Company is not liable for any claims, losses, or damages related to third-party content or websites.

9. Service Management

The Company reserves the right, but is not obligated, to take any of the following actions at any time and for any reason, without notice, and at its sole discretion:

  • Monitor access to or use of the Services to assess compliance with these Terms or applicable law;
  • Review, remove, restrict, disable, or modify any content, user contributions, or activity that the Company deems to violate these Terms, infringe intellectual property, pose a security or reputational risk, or otherwise interfere with the integrity of the Services;
  • Investigate and take appropriate legal action against users who violate these Terms, including reporting suspected unlawful activity to law enforcement or other authorities and cooperating with investigations;
  • Manage, limit, or suspend access to the Services in order to protect the rights, property, operations, or safety of the Company, its users, or the public.

These rights may be exercised without prior notice and without liability to you. The exercise or non-exercise of these rights does not constitute a waiver of the Company’s enforcement rights under these Terms or applicable law.

10. Privacy, Security, and User Data

Privacy Policy: Personal data is processed according to our Privacy Policy, which is incorporated by reference.

Security: We maintain administrative, technical, and organizational safeguards. No system is completely secure; you acknowledge inherent risks.

Data Responsibility: You are responsible for transmitting and backing up your own data. The Company is not liable for data loss or corruption.

11. Fees, Billing, and Taxes

Fees and Billing: Access to certain features or portions of the Services may require payment of fees (“Paid Services”). All fees are billed in advance, are non-refundable, and are due in full at the time of purchase or as otherwise specified in the applicable order or agreement, except as required by law. The Company is under no obligation to provide refunds or credits for any partial use, downgrade, or cancellation.

Paid Services: Subscriptions automatically renew for additional twelve (12) month terms unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date. Use of the Services is subject to the Terms of Service, and the Company may suspend or terminate access for misuse, non-compliance, or risk to the platform. The Company will send notice of renewal terms within forty-five (45) days before the renewal date.

Taxes: Clients are solely responsible for all applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, associated with their use of the Services, unless the Company is legally obligated to collect such taxes. If such taxes are required to be collected by the Company, they will be added to the invoiced amount.

Late Payments and Suspension: Failure to pay any fees or charges when due may result in the suspension or termination of access to the Services, at the Company’s discretion. The Company may also charge interest on overdue amounts at the maximum rate permitted by law.

12. Term, Cancellation, and Data Deletion

Term: These Terms remain in full force and effect for as long as you access or use the Services. Termination of your account or subscription does not affect any accrued rights, liabilities, or obligations under these Terms.

Cancellation by Client: Clients may cancel subscriptions in accordance with the procedures and timelines set forth in the Services or applicable documentation. Cancellations are effective at the end of the then-current billing period unless otherwise specified. No refunds or credits will be issued for partial periods or unused Services, except as required by law.

Effect of Termination or Cancellation: Upon cancellation or termination of the Services:

  • Client access to the Services and associated content will be disabled;
  • Client data and content will be removed from active production systems promptly following termination;
  • Archived or backup copies will be deleted within a commercially reasonable period in accordance with the Company’s data retention and backup policies.

Client Responsibility for Data Export: It is the Client’s sole responsibility to export or retrieve any data or content prior to cancellation or termination. The Company shall have no obligation to maintain or provide access to data following termination, and shall not be liable for any loss of data or content after the account is deactivated.

13. Suspension and Termination

Right to Suspend or Terminate: The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Services, in whole or in part, at any time and without liability, if:

  • You violate or breach these Terms or any other applicable policies;
  • Any payment obligations remain outstanding or are otherwise unmet;
  • Your use of the Services presents legal, regulatory, operational, or security risks;
  • The Company is required to do so by law, regulation, or order of a governmental authority.

Immediate Termination for Misconduct: The Company may immediately suspend or terminate access without notice in cases of fraud, abuse, harassment, threats, illegal activity, or other conduct the Company reasonably determines to be harmful, disruptive, or in violation of applicable law or these Terms.

No Refunds; Continuing Obligations: Termination does not entitle you to any refund or credit of fees previously paid. You remain responsible for any outstanding fees or charges incurred prior to termination. All rights and licenses granted to you under these Terms will cease immediately upon termination.

No Liability for Termination: To the fullest extent permitted by law, the Company shall not be liable for any loss, damages, claims, or expenses resulting from the suspension or termination of access, including loss of data, business opportunity, or revenue.

Survival and Remedies: Termination of access does not limit the Company’s right to pursue any other remedies available at law or in equity. Provisions that by their nature should survive termination, including, but not limited to, confidentiality, indemnification, limitation of liability, and dispute resolution, shall continue in full force and effect.

14. Compliance, Export Controls, and Sanctions

You represent and warrant that you are not subject to sanctions or export restrictions prohibiting use of the Services and agree to comply with all applicable export and sanctions laws.

15. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, labor disputes, or network interruptions.

16. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. No guarantee is made regarding accuracy, completeness, or results.

17. Limitation of Liability

To the fullest extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to loss of profits, revenue, business opportunity, data, goodwill, service interruption, or reputational harm, arising out of or in connection with:

  • The use of or inability to use the Services
  • Any errors, omissions, or inaccuracies in the content
  • Unauthorized access to or use of user accounts or data
  • Any decisions made or actions taken based on the Services
  • Reliance on any educational, informational, or user-submitted content

This limitation applies whether the claim is based in contract, tort, negligence, strict liability, or otherwise, and even if the Company has been advised of the possibility of such damages.

In no event shall the Company’s total cumulative liability for any claims related to the Services exceed the total amount of fees actually paid by the Client to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages or liability, so the above limitations may not apply to the extent prohibited by law. In such cases, liability shall be limited to the minimum extent permitted by applicable law.

18. Indemnification

Clients agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, agents, and employees from and against any and all claims, damages, losses, liabilities, settlements, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

  • Content submitted to the Services
  • Use of the Services in violation of applicable law or these Terms
  • End Users’ access or activities under the Client’s account
  • Breaches of representations, warranties, or violations of third-party rights
  • Violations of any applicable privacy or data protection laws arising from the Client’s or its End Users’ use of the Services
  • Harmful acts toward other users

The Company will promptly notify the Client of any such claim and may, at its discretion, assume exclusive control of the defense and settlement of the claim at the Client’s expense. Clients shall not settle any such claim without the Company’s prior written consent unless the settlement unconditionally releases the Company of all liability. Clients must fully cooperate in defense efforts. These obligations shall survive termination of this Agreement and shall not be limited by any liability caps elsewhere in these Terms.

19. User Conduct and Content Moderation

Acceptable Use: Users agree to access and use the Services in a lawful, responsible, and professional manner. The following conduct is strictly prohibited and may result in immediate account action:

  • Harassment, threats, stalking, bullying, or abuse of any individual or group
  • Discrimination or hate speech based on protected classes
  • Impersonation of individuals or entities, or misrepresentation of affiliation
  • Infringement of intellectual property rights, including unauthorized use, distribution, or reproduction of copyrighted content or trademarks
  • Uploading or distributing viruses, malware, or other harmful code
  • Gaining unauthorized access to systems, data, or user accounts
  • Any activity that is unlawful, fraudulent, deceptive, or disruptive to the Services

Content Moderation: The Company reserves the right, but has no obligation, to monitor, review, remove, modify, or restrict access to any user content at its sole discretion, at any time, and for any reason, including content deemed to violate these Terms or applicable law.

Account Suspension and Termination: The Company may investigate suspected violations and take any action it deems appropriate, including issuing warnings, suspending, restricting, or permanently terminating user accounts, with or without prior notice. Such actions may be taken for violations of these Terms, disruptive or abusive behavior, security concerns, or misuse of the Services.

User Responsibility and Waiver: Users are solely responsible for their conduct and any content submitted. The Company shall not be liable for any loss, damage, or claim arising from the enforcement of these rules, including content moderation decisions or account suspension or termination.

No Obligation to Monitor: Nothing in this section imposes a duty on the Company to monitor all user activity or content. Enforcement remains at the Company’s discretion and does not create a private right of action by any user or third party.

20. Educational Services and Disclaimers

Informational Use Only: The Services are provided solely for general informational and educational purposes. The content offered does not constitute legal, medical, financial, psychological, or other professional advice, and should not be relied upon as such.

No Professional Relationship: Use of the Services does not create a professional-client, advisor-client, or instructor-student relationship between the user and the Company or any of its personnel, affiliates, or contributors.

Certificates and Accreditation: Any certificates issued through the Services are for recognition purposes only and are not accredited or recognized by any governmental or educational authority unless explicitly stated otherwise in writing by the Company.

No Guarantee of Results: Educational outcomes may vary significantly based on individual effort, background, and external factors. The Company makes no representations or warranties regarding learning results, skill acquisition, certification, employability, or personal or professional improvement.

User Responsibility: Users are solely responsible for assessing the suitability, accuracy, and applicability of any content, materials, or guidance provided through the Services.

21. Confidentiality

The Client agrees to maintain the confidentiality of all proprietary, confidential, or non-public information disclosed by the Company in connection with the Services. This includes, but is not limited to, technical data, business strategies, pricing, operations, curricula, instructional materials, course content, software, and trade secrets, whether disclosed orally, visually, or in writing.

The Client shall not use such information for any purpose other than as necessary to receive the Services and shall not disclose such information to any third party without the Company’s prior written consent.

These confidentiality obligations shall survive the termination or expiration of these Terms and remain in effect for as long as the information remains confidential.

22. Educational Institutions

Institutions using the Services are responsible for:

  • Obtaining all required parental consents, guardian permissions, and student authorizations prior to allowing any student to use the Services
  • Ensuring compliance with the Family Educational Rights and Privacy Act (FERPA) and all other applicable student privacy laws and regulations
  • Confirming they have the legal authority to disclose or provide access to student information on behalf of students or their parents
  • Managing all student data requests, including access, correction, and deletion, in accordance with applicable laws

The Company processes student data necessary to deliver the Services and maintain appropriate administrative, technical, and physical safeguards to protect student data. The Company does not use student information for targeted advertising or unauthorized marketing purposes. Student data, including content submitted within the Services, will not be disclosed to third parties except as required to provide the Services, shared with the Institution in the form of progress and completion reporting as authorized under the Agreement, or as required by law.

23. Corrections

The Company may correct errors, inaccuracies, or omissions in the Services at any time without prior notice.

24. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending emails, or completing forms constitutes electronic communications. You consent to receive communications electronically. Electronic signatures, records, and notices are legally binding.

25. Dispute Resolution

Informal Resolution Required
You and the Company agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (a "Dispute") through good faith informal negotiations. Such negotiations must continue for at least sixty (60) days following written notice from one party to the other describing the nature of the Dispute.

Binding Arbitration
If a Dispute is not resolved through informal negotiation, you and the Company agree to resolve the Dispute exclusively through final and binding arbitration, administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, unless otherwise mutually agreed.

The arbitrator shall have the exclusive authority to resolve any Dispute, including disputes regarding the scope, enforceability, or interpretation of this arbitration agreement. The arbitrator's decision shall be final and binding and may be entered in any court of competent jurisdiction.

Arbitration shall be conducted on an individual basis only. Class actions, collective actions, consolidated actions, and representative proceedings are strictly prohibited.

Exceptions to Arbitration
Nothing in this section prevents either party from seeking relief in a court of competent jurisdiction for:

  • Enforcement or protection of the Company's intellectual property rights
  • Alleged theft, unauthorized use, or misuse of the Company's data, content, or proprietary information
  • The Company's claims for breach of confidentiality obligations
  • Injunctive or equitable relief sought by the Company to prevent imminent or ongoing harm to its Services, systems, or business operations
  • Claims by either party arising under the Family Educational Rights and Privacy Act (FERPA) or state student privacy laws where arbitration would violate applicable law

Attorneys' Fees and Costs
Each party will bear its own attorneys' fees and costs in any arbitration or court proceeding, unless:

  • The arbitrator or court determines that a claim or defense was frivolous, brought in bad faith, or for an improper purpose, in which case the prevailing party shall be awarded reasonable fees and costs, or
  • The Company prevails on any claim brought by the Client, and the arbitrator or court finds such claim lacked substantial justification or reasonable legal or factual basis, in which case the Company shall be awarded its reasonable fees and costs

Small Claims Court
Either party may bring an eligible claim in small claims court in New York County, New York, or the jurisdiction where the Client is located, if permitted by that court's rules and within the court's jurisdictional limits.

Confidentiality of Proceedings
All arbitration proceedings, including submissions, evidence, transcripts, and awards, shall be kept strictly confidential and shall not be disclosed to any third party without the express written consent of both parties, unless required by law.

Waiver of Jury Trial
To the extent any Dispute is resolved in court rather than through arbitration, both parties knowingly and irrevocably waive any right to a jury trial.

Compliance with Education Laws
Where the Client is an Institution subject to FERPA (20 U.S.C. § 1232g) or state student privacy laws, nothing in this section shall waive the Institution's right to pursue claims specifically arising from violations of such laws, provided that all other claims remain subject to arbitration as set forth herein.

Limitation on Claims
Any claim or cause of action arising out of or related to these Terms or the Services must be brought within one (1) year after the date such claim or cause of action arose. Otherwise, it is permanently barred.

Severability
If the class action waiver is found unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) shall be severed and proceed in court, while all other claims remain subject to arbitration. If any other provision of this section is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder shall remain in full force and effect.

26. Location and Governing Law

Unless otherwise required by law or AAA rules, arbitration shall take place in New York, New York, or via remote proceedings if mutually agreed by the parties.

These Terms and any Disputes shall be governed by the laws of the State of New York, without regard to its conflict of laws principles, except where the Client is a public Institution, governmental entity, or other organization that is legally required by applicable law or regulation to apply the laws of a different jurisdiction, in which case the laws of that jurisdiction shall govern to the extent required.

Any court proceedings under the Exceptions to Arbitration shall be filed exclusively in the state or federal courts located in New York County, New York, and both parties consent to the personal jurisdiction of such courts, except where the Client is legally prohibited from consenting to out-of-state jurisdiction, in which case venue shall be in the courts of the Client's jurisdiction as required by applicable law.

27. Assignment and Subcontracting

You may not assign these Terms without prior written consent. The Company may assign these Terms in connection with mergers, acquisitions, or sales. The Company may use subcontractors to provide the Services.

28. Miscellaneous, Severability, Waiver, and Survival

These Terms, along with any related policies, constitute the entire agreement. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remainder remains effective. Sections on IP, disclaimers, limitations of liability, indemnification, and governing law survive termination. No joint venture, partnership, employment, or agency is created by these Terms.

29. California Users

California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at (800) 952-5210 or (916) 445-1254.

30. General Provisions

These Terms, together with any associated order forms or agreements, constitute the entire agreement between the parties regarding the Services. No modification is valid unless in writing and signed by both parties. The Company is an independent contractor.

31. Contact

Questions about these Terms may be directed to support@loveathletehq.com.

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