Terms and Conditions
International Basketball Players Association, LLC is a Delaware Limited Liability Company (“the Company” or “IBPA”).
These terms and conditions of business form the contract between the Company and the Member.
These terms and conditions will prevail over any other terms and conditions between the Company and the Member whether implied by law, by custom and practice, or previous course of dealing in any previous contractual relationship that may exist between the Company and the Member.
The Member wishes to receive the Services of the Company, and the Company has the skills, background, and experience in providing the Services and is willing to provide the Services all subject to the provisions of these terms and conditions of business.
NOW IT IS AGREED as follows:
In these terms and conditions of business the following words shall have the following meanings:
“Services” means the Company employing the legal services of the law firm Blume, Faulkner, Skeen & Northam to file an arbitration with the Basketball Arbitral Tribunal (“BAT”), or providing access to Company’s database of cases and analysis thereof on a membership basis.
“Member” means any qualified individual who has paid for the services of the Company.
“Qualified Individual” means any professional basketball player, registered agent, or other individual eligible to arbitrate claims with the Basketball Arbitral Tribunal (“BAT”).
“The Basketball Arbitral Tribunal” or “BAT” means the FIBA sanctioned arbitral tribunal seated in Geneva, Switzerland.
“Claims” means all demands, claims, proceedings, penalties, fines, and liability (whether criminal or civil, in contract, tort or otherwise);
“Losses” means all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
2 The Services
2.1 The Company shall provide the Services to the Member subject to these terms and conditions of business.
2.2 Prior to the commencement of the Services, the Member shall submit to the Company a completed online order form and submit the required membership payment.
2.3 The Member acknowledges and accepts that the Company reserves the right in its absolute discretion to cancel the Agreement between the Company and the Member forthwith should there be any matter not previously made known to the Company by the Member that may affect the ability of the Company to provide the Service.
2.4 Membership fees are non-refundable. Where the Company cancels the Agreement in accordance with clause 2.3, the Company is not required to refund to the Member any monies paid by the Member for the provision of the Services under this Agreement.
2.5 Where the Services require any lisence; consent; or approval, then it is the responsibility of the Member to obtain any such license, consent, or approval and, on request, to provide a copy of the same to the Company prior to commencement of the Services. If the Company has not received satisfactory evidence that any of the aforementioned has been obtained, then the Company may, in its absolute discretion, cancel this Agreement without notice and without any obligation to the Member whether financial or otherwise.
2.6 Only claims arising after membership commences are eligible for discounted member rate.
2.7 Minimum total amount of claim must exceed $15,000.00.
2.8 Company reserves the right to refuse any member’s potential claim based on the merits of the potential claim, if, in the opinion of the lawyers employed by Company, the claim is unmeritorious or the risk of arbitrating the claim would place an undue burden on Company.
3 Performance of the Services
3.1 The Company will make reasonable efforts to complete the Services as quickly as possible. However it is agreed that time is not of the essence for the provision of the Services.
3.2 Time shall not be of the essence:
3.2.1 for any times for when the Services are to be performed, whether given or agreed to by the Company; or
3.2.2 for the length of time that any of the Services are to take, whether specified in the online Order Form or otherwise.
4 Membership Fees and payment
4.1 For all online orders the Member agrees to pay the Company the full amount for the Services by credit or debit card online prior to the commencement of the Services.
4.2 If payment of the Price is rejected, cancelled or recalled by the Member’s bank, building society, or other financial services provider or delayed beyond the credit terms as outlined on the Company’s invoice and work has commenced for the Member, the Company will be entitled:
4.2.1 to charge interest on the outstanding amount at the rate of 5% per annum accruing daily;
4.2.2 to not provide any further Services or part of the Services.
4.3 If payment of the Price is rejected, cancelled or recalled by the Member’s bank, building society, or other financial services provider or delayed beyond the credit terms as outlined on the Company’s invoice and work has not commenced for the Member, the Company will be entitled:
4.3.1 to not to provide any further Services or part of the Services and to revoke access to the Member’s account
5 The Member’s obligations
5.1 The Member acknowledges and agrees that for the Company to be able to provide the Services the Member must, strictly for the purposes of performance of this contract:-
5.1.1 co-operate with the Company and the Company’s employees and sub-contractors as the Company reasonably requires;
5.1.2 provide to the Company such information and documentation as the Company reasonably requires;
5.1.3 provide all data, materials, and information required for the Company to adequately perform its services for the Member.
5.2 The Member agrees at all times to use the Services only for their intended purposes. Should the Member use the Services for any unlawful, illegal, or immoral purposes, including but not limited to, fraud and phishing, then the Company reserves the right in its absolute discretion to immediately disconnect the account; cease to provide any further service, and to report such activity to the proper authorities.
6 Protection of Confidential Information
6.1 Each Party (‘Receiving Party’) shall keep the confidential information of the other party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for performing the Receiving Party’s obligations under the Agreement.
6.2 The Obligations of clause 6.1 shall not apply to any information which:-
6.2.1 was known or in possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
6.2.2 is, or becomes, publicly available through no fault of the Receiving Party;
6.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
6.2.4 was developed by the Receiving Party who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
6.2.5 is required to be disclosed by order of a court of competent jurisdiction.
6.3 The Company is not a law firm. Any information submitted to the Company is held in strict confidentiality as allowed by law, but such information may not be protected by attorney-client privilege or any work-product privilege.
6.4 This clause 6 shall survive termination of this Agreement for a period of 5 years.
7 Warranties, liability and indemnities
7.1 The Company warrants that it will use utmost care and skill in performing the Services and to a standard that conforms to generally accepted industry standards and best practices.
7.2 The Company expressly does not warrant that any result or objective whether stated in this Agreement or not will be achieved, be achievable, or be attained at all or by a given date, or any other date.
7.3 Except in the case of death or personal injury caused by the Company’s negligence, the Company’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Price paid to the Company under this Agreement. The provisions of this Clause 7.4 shall not apply to Clause 7.5.
7.4 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this Clause 7.4 shall not apply to Clause 7.5.
7.5 The Member shall indemnify and hold harmless the Company from and against all claims and losses arising from loss, damage, liability, injury to the Company, or the Company’s employees, and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Company by the Member, within or without the scope of this Agreement.
7.6 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty, or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
The Company will use all reasonable endeavours to complete the Services under the Agreement. If the Company is unable to do so for reasons beyond its reasonable control then the Company may terminate the Agreement immediately.
9 Cancellation Fees
Where the Member cancels this Agreement before the Services have been commenced or completed by the Company the Member shall still be required to pay the full Price for the Services agreed under this Agreement. The Member shall not be entitled to any refund of the Price paid.
10.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under any Agreement without the prior written consent of the other Party. A Party may, however, assign and transfer all its rights and obligations under any Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under any Agreement.
10.3 Entire agreement
These terms and conditions of business Agreement contain the whole terms and conditions applicable to any agreement between the Parties respecting the subject-matter of any agreement and supersedes and replaces any prior written or oral terms and conditions of business or agreements, representations, or understandings between them relating to such subject-matter. The parties confirm that they have not entered into any Agreement on the basis of any representation that is not expressly incorporated into these terms and conditions of business. Nothing in these terms and conditions of business excludes liability for fraud.
No failure or delay by the Company or the Member in exercising any right, power or privilege under any Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these terms and conditions of business are cumulative and not exclusive of any rights and remedies provided by law.
10.5 Agency, Partnership, etc.
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
If any provision of these terms and conditions of business is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these terms and conditions of business and rendered ineffective as far as possible without modifying the remaining provisions of these terms and conditions of business, and shall not in any way affect any other circumstances of or the validity or enforcement of any Agreement.
In these terms and conditions of business unless the context otherwise requires:
10.7.1 words importing any gender include each gender;
10.7.2 words importing the singular number include the plural number and vice versa;
10.7.3 words importing persons include firms, companies and corporations and vice versa;
10.7.4 references to numbered clauses are references to the relevant clause in these terms and conditions of business;
10.7.5 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
10.7.6 the headings to the clauses and paragraphs of these terms and conditions of business are not to affect the interpretation;
10.7.7 where the word ‘including’ is used in these terms and conditions of business, it is understood as meaning ‘including without limitation’.
10.8 Law and jurisdiction
The validity, construction and performance of these terms and conditions of business and any Agreement shall be governed by Texas law and are subject to the exclusive jurisdiction of the Dallas County Courts of Texas.
10.9 Third parties
These terms and conditions of business and any Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.