Terms & Conditions

These terms apply between NYC Sports LLC d/b/a Playbook ("Vendor") and any organization that licenses the Playbook software platform ("You"). They are incorporated by reference into your Licensing Agreement.

Related Entities. "You" includes your affiliates, subsidiaries, parents and any entity under common ownership or control with you, together with your officers, directors, employees, contractors and agents, in each case to the extent they access the System or receive Content or Confidential Information through your access. You are responsible for their compliance and liable for their acts and omissions as if they were your own.

Fees. "Fees" means amounts actually paid to and retained by Vendor for use of the System, including licensing fees and Vendor's payment processing margin. Fees exclude program fees, tuition, dues, taxes, surcharges, donations and other amounts collected through the System on behalf of and remitted to an Organization or third-party processor.

Conflicts. Where this Part A conflicts with a Licensing Agreement, this Part A prevails unless a single, distinct section of that Licensing Agreement (i) is labeled "T&C Override" and (ii) expressly identifies both the provision here being overridden and the provision that prevails.

Amendments. Vendor may amend Part A by posting an amended version and giving written notice. Material changes take effect thirty (30) days after notice. Where a Licensing Agreement fixes these terms as of its effective date, that agreement controls.

A1Use of the System #

A1.1 You may access and use the System pursuant to your Licensing Agreement and Vendor's posted policies.

A1.2 Vendor may revise the features and functions of the System at any time.

A2The App #

A2.1 License. Vendor grants you a nonexclusive license to reproduce and use the App solely as a component of the System. The license does not extend to third parties.

A2.2 Restrictions. Copies of the App are licensed, not sold. You will not:

(a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the App; (b) use the App in any way forbidden by §A3.1; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the App's source code; or (d) replicate, imitate or create any product incorporating the System's user interface designs, screen layouts, navigation structures, interaction patterns, visual design system, or the selection and arrangement of features presented to end users — whether manually, automatically, or using generative or AI-assisted development tools.

A3Your Responsibilities & Restrictions #

A3.1 You will not:

(a) provide System passwords or log-in information to any third party; (b) share non-public System features, interfaces, schemas or Content with any third party, or demonstrate or describe them to any person or entity engaged in developing sports management software; (c) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; (d) design, build or specify a database schema, data model or system architecture derived from, based upon, or substantially reflecting the System's schema, data architecture or data relationships, including as observed through the System's API, MCP interfaces, exported data structures or documentation; (e) use data obtained from the System to develop, specify, benchmark, train or evaluate any product performing registration, enrollment, scheduling, roster management, membership or payment processing for sports organizations; or (f) aggregate, consolidate, arrange or make available Content from the System in combination with data from any provider of sports management software, or make System data available to any third party for commercial purposes. This does not restrict you from combining your own Content with your own other data for your own internal business purposes.

If Vendor reasonably suspects a violation of this §A3.1, Vendor may suspend your access without advance notice, in addition to other remedies.

A3.2 You will take reasonable steps to prevent unauthorized access and will notify Vendor immediately of any suspected unauthorized use or security breach.

A3.3 You will comply with all applicable laws, including those governing personally identifiable information.

A3.4 You are responsible and liable for use of the System through your account, whether authorized or not.

A4Your Content #

A4.1 Permission. You grant Vendor permission to access, process and use your Content to provide the System, to analyze your use of it, and to make your Content available to other System users as you direct. You grant Vendor a worldwide, non-exclusive, royalty-free, sublicensable license to use and prepare derivative works from your Content for those purposes.

A4.2 Rights. You represent that you own your Content and that submitting it will not violate the rights of any third party.

A4.3 Aggregate Data. Vendor may use, reproduce, publicize and otherwise exploit Aggregate Data in its sole discretion. "Aggregate Data" means Content with personally identifiable information removed.

A4.4 Export. On termination other than for your material breach, Vendor will provide a complete export of your Content in a standard format within thirty (30) days of request.

A4.5 Privacy. Vendor manages personally identifiable information as set out in the Privacy Policy at callplaybook.com/privacy.

A5Confidentiality & IP #

A5.1 IP Rights. Vendor retains all right, title and interest in the System, the App, all software, graphics, user interfaces, logos and trademarks, and all Content other than your Content.

A5.2 Vendor Confidential Information. "Vendor Confidential Information" means the System's source code, database schema, data architecture, data models, API design, user interface designs, screen layouts, interaction flows, product roadmap, pricing methodology, and operational and technical know-how disclosed to you.

You acknowledge that this information derives independent economic value from not being generally known, that Vendor takes reasonable measures to preserve its secrecy, and that it constitutes trade secrets under the Defend Trade Secrets Act, 18 U.S.C. § 1836 and applicable state law.

You will protect Vendor Confidential Information with at least reasonable care, use it solely as permitted, and disclose it only to personnel who need it and are bound by obligations at least as protective. This survives three (3) years, and indefinitely as to trade secrets. It does not apply to information that is public through no fault of yours, independently developed without reference to Vendor Confidential Information, or required to be disclosed by law with prompt notice to Vendor.

A5.3 Feedback. Vendor is not obligated to treat Feedback as confidential. You grant Vendor a perpetual, irrevocable right to use and exploit Feedback without compensation or credit.

A5.4 Improvements. Any improvement, modification or derivative work of the System conceived or developed in connection with these terms — by Vendor, by you, or jointly — is owned exclusively by Vendor, and you assign all right, title and interest in it. This does not extend to your independent products or work developed without reference to Vendor Confidential Information.

A6Security #

Vendor maintains commercially reasonable administrative, technical and physical safeguards, encrypts data in transit using TLS 1.2 or higher, and will notify you within seventy-two (72) hours of any confirmed security incident materially affecting your Content.

A7Disclaimers #

A7.1 YOU ACCEPT THE SYSTEM "AS IS" AND "AS AVAILABLE," WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

A7.2 VENDOR DOES NOT WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR, OR THAT IT IS SECURE FROM UNAUTHORIZED INTRUSION.

A7.3 VENDOR DISCLAIMS ANY WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OR THIRD PARTIES.

A8Indemnification #

A8.1 By You. You will defend, indemnify and hold harmless Vendor and its officers, directors, employees, agents, affiliates and assigns against any third-party claim arising out of or alleging: (a) infringement or violation of third-party intellectual property, privacy or publicity rights by Content submitted through your account; (b) that use of the System through your account harasses, defames or defrauds a third party or violates the CAN-SPAM Act or other law; or (c) your breach of §§A3.1 or A5.

A8.2 By Vendor. Vendor will defend you against any third-party claim alleging that the System, as provided by Vendor and used in accordance with these terms, infringes that party's intellectual property rights. This does not apply to claims arising from your Content, from modifications not made by Vendor, or from use in combination with products Vendor did not supply.

Vendor's obligation is conditioned on your giving prompt written notice of the claim, granting Vendor sole control of the defense and settlement, and providing reasonable cooperation. Where a claim is made or appears likely, Vendor may at its option modify the System to be non-infringing, procure the right for you to continue using it, or terminate the affected portion and refund prepaid Fees for the unused period. This §A8.2 states Vendor's entire liability and your exclusive remedy for intellectual property infringement.

A9Limitation of Liability #

A9.1 Cap. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (i) FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (ii) $500.

A9.2 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Nothing in this §A9.2 limits or waives any remedy available to Vendor for misappropriation of trade secrets, including exemplary damages and attorneys' fees under 18 U.S.C. § 1836(b)(3) or applicable state law.

A9.3 Exceptions. The limitations in §A9.1 do not apply to your indemnification obligations under §A8.1, your breach of §§A3.1 or A5, or amounts owed under a Licensing Agreement.

A9.4 Application. These limitations apply to liability for negligence, regardless of the form of action, and even if a remedy fails of its essential purpose.

A10Remedies #

A10.1 Injunctive Relief. You agree that breach of §§A3.1 or A5 would cause Vendor irreparable harm for which monetary damages are inadequate, and that Vendor may seek injunctive relief without posting bond and without proving actual damages.

A10.2 Liquidated Damages. Where you materially breach §§A3.1(c)–(f) or §A5.2, and given the difficulty of quantifying harm from misuse of Vendor Confidential Information, you will pay liquidated damages equal to Vendor's documented development cost for the affected component, subject to a minimum of $100,000. The parties agree this is a reasonable estimate of anticipated loss and not a penalty.

A10.3 Disgorgement. You will additionally account for and pay over profits attributable to the breach.

A10.4 Attorneys' Fees. Vendor recovers reasonable attorneys' fees and costs in any proceeding to enforce §§A3.1, A5, A10 or A12.4.

A10.5 Presumption. Where you or a Related Entity releases a product performing registration, scheduling, roster management or payment processing for sports organizations within twenty-four (24) months of accessing the System, and that product is substantially similar to the System in schema design, data architecture or user interface, such similarity creates a rebuttable presumption that Vendor Confidential Information was used. You may rebut by documentary evidence of independent development.

A11Term & Termination #

A11.1 Term. These terms commence on the Effective Date and continue until terminated. Where a Licensing Agreement specifies a fixed term, that term governs.

A11.2 Termination. Either party may terminate for material breach on thirty (30) days' written notice if the breach remains uncured. Vendor may suspend access for non-payment more than thirty (30) days overdue or for violation of §A3.1.

Outside any committed term specified in a Licensing Agreement, either party may terminate for convenience on ninety (90) days' written notice. During a committed term, neither party may terminate for convenience.

A11.3 Survival. §§A3.1, A4.3, A4.4, A5, A7, A8, A9, A10 and A12 survive termination.

A12General #

A12.1 Independent Contractors. The parties are independent contractors.

A12.2 Notices. Vendor may send notices by email to the address you provided; deemed received 24 hours after sending. You may send notices to legal@callplaybook.com; deemed received 72 hours after sending.

A12.3 Assignment. You may not assign without Vendor's written consent. On a merger, acquisition, consolidation or sale of substantially all assets or equity of either party, these terms transfer automatically to the successor, who assumes all rights and obligations. The assigning party will give written notice. Terms, pricing and services continue without alteration.

A12.4 Non-Solicitation and Non-Circumvention. During the term and for twelve (12) months after:

(a) Neither party will solicit for employment any employee of the other with whom it had material contact. General public advertising is not solicitation.

(b) You will not solicit, approach or contact any Vendor client, customer or organization identified to you through the System, through Vendor's introduction, or through your access to Vendor Confidential Information, for the purpose of offering, marketing or providing any product or service that competes with the System. This applies to you and to each Related Entity.

(c) Vendor recovers reasonable attorneys' fees and costs in any proceeding to enforce this §A12.4.

(d) Tolling. The twelve (12) month period is tolled and does not run during any period in which you are in breach of it, and resumes only upon cure. Where a breach is discovered after the period would otherwise have expired, the period is deemed extended by the duration of the breach.

A12.5 Change of Control. Each party will notify the other within ten (10) business days of signing any agreement contemplating a change of control. Where you are acquired by a provider of sports management software, Vendor may terminate on thirty (30) days' notice, and §§A3.1 and A5 survive for twenty-four (24) months.

A12.6 Governing Law. New Jersey, without reference to conflicts principles.

A12.7 Dispute Resolution.

(a) Arbitration. Disputes that cannot be resolved informally will be submitted to binding arbitration in New Jersey before a single arbitrator with substantial experience in software and intellectual property disputes.

(b) Discovery. Each party may request and receive production of documents relevant to the claims, subject to a protective order, and not fewer than four (4) depositions per side. Where misappropriation of Vendor Confidential Information or breach of §§A3.1 or A5 is alleged, the arbitrator will order production of and permit inspection of the responding party's source code, database schemas, data models, product design records, version control and development history, and communications relating to the design or development of the product at issue. The arbitrator will draw an adverse inference where a party fails to produce such materials.

(c) Court carve-out. Either party may bring an action in a court of competent jurisdiction seeking injunctive relief, or asserting claims for infringement or misappropriation of intellectual property, without waiving arbitration of remaining claims.

(d) Class waiver. Claims will be brought individually. THE PARTIES WAIVE TRIAL BY JURY AND PARTICIPATION IN ANY CLASS PROCEEDING.

A12.8 Severability, Waiver, Entire Agreement. If any provision is unenforceable, the remainder continues in effect. Failure to enforce is not a waiver. These terms, together with your Licensing Agreement and the Privacy Policy, are the entire agreement on this subject.