These Terms and Conditions (the “Terms”) describe the terms and conditions governing your use of the services, data, software, applications, contract templates, website, and tools (collectively “Services”) provided by Happy Valley Talent.com, a joint venture of The Chamber of Business & Industry of Centre County (CBICC) and The Happy Valley Adventure Bureau (HVAB), and their affiliated partners (collectively, “We”, “Us”, or “Our”).
By using our Services, or by clicking to accept or agree to these Terms, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, do not use any portion of the Services.
You should view these Terms often to stay informed of any changes that may affect you because your continued use of the Services constitutes your acceptance of any changes. If you do not agree to any change, do not use the Services.
1. Our Services.
We provide users with a platform that connects college students, college athletes, incoming college students, and alumni (“Talent”) with subscriber businesses (“Clients”) wishing to hire Talent for the use of their Name, Image, and/or Likeness in relation to the goods and services the Clients offer. Clients and Talent are free to agree upon their own rates for appearances, events, and collaborations (social media posts, endorsements, etc.) as they may see fit. By using the Services, you agree that you are using our Services at your own risk.
2. Your Account.
Before using the Services, you may be obligated to create an account using an email address, password, and mobile phone number. When you register to create an account, you agree to provide accurate information about yourself (or the party you represent) and must not register under a false name or age. You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately upon learning of any unauthorized use of your account or password, or any other unauthorized access or breach of security.
3. Limitations on Your Use of Our Services.
By using the Services, you agree not do any of the following:
(a) upload or transmit any content that is unlawful, immoral, harmful, threatening, abusive, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's
right of privacy or publicity;
(b) create a false identity for the purpose of misleading others or impersonating any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(c) upload or transmit any material that you do not have a right to reproduce, display or transmit;
(d) violate any applicable local, state, or federal law, nor any rules, regulations, or policies that may be promulgated from time to time by the National Collegiate Athletic Association (“NCAA”), any successor organization or any athletic conference, league and/or other athletics governing body of which Talent’s institution is a member (collectively, “Governing Bodies”), as well as any applicable rules, regulations or policies of the athletics, athletics compliance, or any other department of the Talent’s collegiate institution;
(e) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;
(f) upload or distribute files that contain viruses or other software or programs that may damage the operation of another's computer or property of another;
(g) scrape or otherwise harvest data from this site, for any purpose, without our express written permission; or
(h) interfere with the functioning of the Services.
We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your account. Further, we may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime. Except as may be expressly limited
You hereby agree to reimburse us for any damage, loss, cost or expense we incur resulting from your use of the Services for any unlawful or prohibited purpose.
4. Release; Disclaimer of Warranties; Limitations of Liability.
You covenant not to sue us, the Chamber of Business & Industry of Centre County (CBICC), the Happy Valley Adventure Bureau (HVAB) or any affiliated partners (collectively, the “Released Parties”), and agree that you will not hold the Released Parties responsible for other Users’ Content, actions, or inactions. While we may help facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, and/or listings.
WE DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY
MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND SERVICES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. WE RESERVE THE RIGHT TO PERIODICALLY ALTER AND UPDATE THE SERVICES WITHOUT NOTICE.
FURTHER, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR
OMISSIONS IN THE CONTENT OF THE WEBSITE OR THE SERVICES. YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTY OR GUARANTEES OF ANY KIND WITH RESPECT TO OUR SERVICES, ANY ITEMS, ANY USER CONTENT, OR THAT TALENT OR CLIENTS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, our aggregate liability shall be limited to the fullest extent permitted by law.
You shall, to the fullest extent permitted by law, indemnify, defend and hold us and our affiliates and their respective principals, officers, directors, agents, employees, representatives, successors and assigns, harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns (a) your improper use of the Services, (b) your violation of any law or the rights of a third party, (c) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree; or (d) your breach of any provision of any contract
between Talent and Client. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these
Terms and your use of the Services for any reason.
6. Electronic Communications.
You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed given and received on the date we transmit any such electronic communication.
7. DMCA Notice.
If you believe that any content accessible by the Services infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information:
(a) The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
(d) Your contact information, such as an address, telephone number or an email address;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement, under penalty of perjury, that the information in the notification is accurate that you’re authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must provide notice of claimed infringement to us at Chamber of Business & Industry of Centre County, 131 S. Fraser St, Ste. 1, State College, PA 16801, and by Email: HappyValleyTalent@CBICC.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address(es) listed above:
(a) Your physical or electronic signature;
(b) Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
(c) A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and
(d) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Pittsburgh, Pennsylvania, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If we receive a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
8. NCAA and Regulations of Your Institution.
The NCAA does not sponsor the Services. As you are responsible for your own activities in connection with your use of the Services, you are responsible for knowing and complying with all rules, regulations, and policies that may be promulgated from time to time by the National Collegiate Athletic Association, any successor organization or any athletic conference, league and/or other athletics governing body of which Talent’s institution is a member (collectively, “Governing Bodies”), as well as any applicable rules, regulations or policies of the athletics, athletics compliance, or any other department of the Talent’s collegiate institution. (collectively, the “Regulations”). If you act in violation of the Regulations, we may take reasonable steps in response, including, but not limited to, terminating your account and/or access to the Service and/or reporting such conduct to the Governing Bodies, Talent’s collegiate institution and/or other appropriate authorities or entities.
These Terms and all terms and policies posted through our Services constitute the entire agreement between you and us relating to your use of our Services and supersede all prior understandings and agreements between us. You consent to receive notice by email to the address provided at registration and by text message to your mobile phone number. If any provision of the Terms is held to be invalid, void, or unenforceable under any circumstances, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of the Terms. Any waiver of any provisions contained in these Terms shall not be deemed to be a waiver of any other right, term, or provision of these Terms. Any rights not expressly granted herein are reserved.
We may assign or transfer our rights and obligations under these Terms at any time. You, however, may not assign or transfer your rights or obligations under these Terms, or any of your rights or obligations, without our prior written consent, which we can refuse in our sole discretion. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms, your use of the Services, or the provision of our Services. You may not enter into any contract on our behalf or bind us in any way. These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws provisions and, except as may be otherwise provided herein, exclusive venue is in the federal and state courts located in Centre County, Pennsylvania. By using the Services, you expressly agree to the governing law and venue provision of these Terms, irrespective of the state or country in which you reside or your principal office is located.