Goalster

HYPERSTRIKE, INC. ("HyperStrike") welcomes you to its online goal setting and tracking web site, Goalster.com, ("Goalster").

BY DOWNLOADING, ACCESSING OR USING any part of GOALSTER YOU expressly AGREE TO and consent to BE BOUND BY THE terms and conditions OF These Terms & Conditions (the "Agreement"). IF YOU VISIT GOALSTER OR REGISTER FOR A GOALSTER ACCOUNT, YOU EXPRESSLY ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE HYPERSTRIKE’S AUTHORIZATION TO ACCESS OR USE ANY PORTION OF GOALSTER. HYPERSTRIKE MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF GOALSTER SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. GOALSTER Service Terms and Limitations.

1.1 Description; Limited License. Goalster is proprietary to HyperStrike and is protected by intellectual property laws and international intellectual property treaties. Your access to Goalster is licensed and not sold. Subject to the terms and limitations set forth in this Agreement, HyperStrike agrees to provide you with a limited, personal, non-transferable, nonsublicensable and non-exclusive license (i) to access and use Goalster and the services provided through Goalster (collectively, the “Services”) and (ii) a to use the materials that you download in connection with the use of Goalster, along with any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”). The Material is protected by the copyright laws of the United States and international copyright treaties. HyperStrike may offer, from time to time, certain features and services for you to access through Goalster, and HyperStrike expressly reserves the right to charge a fee, impose limits, and/or restrict access to such features.

1.2 User Agreement; Restrictions. In creating and/or accessing your Goalster account (“Goalster Account”): (i) You agree to: (a) maintain the security of your user identification, password and other confidential information relating to your Goalster Account; (b) be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on Goalster; (c) comply with the terms and conditions set forth herein; and (d) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of Goalster; (ii) You may not, directly or indirectly, (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Material; or (b) copy the Material or engage in any other acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written permission of HyperStrike and the copyright owner; or (c) distribute (except for the purposes set forth above), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Material, in whole or in part; or (iv) remove any proprietary notices or labels on the Material. As between the parties, title, ownership rights, and intellectual property rights in and to the Material, and any copies or portions thereof, shall remain in HyperStrike and/or its content providers.

1.3 User Representations. You represent and warrant to HyperStrike that: (i) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (ii) all information provided by you to Goalster is truthful, accurate and complete; and (iii) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number. You agree to be financially responsible for your use of Goalster (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

1.4 Accessibility; Equipment. You acknowledge and agree that from time to time Goalster may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which HyperStrike may undertake from time to time; or (iii) causes beyond the control of HyperStrike and/or Goalster or which are not reasonably foreseeable by HyperStrike and/or Goalster. You shall be solely responsible for providing, maintaining and ensuring compatibility with Goalster, all hardware, software, electrical and other physical requirements for your use of Goalster, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use Goalster.

2. Disclaimer.

2.1 Warranty and Disclaimer. HYPERSTRIKE PROVIDES Goalster and The Material “AS IS” and without warranty of any kind, AND HyperStrike hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, PERFORMANCE, ACCURACY, RELIABILITY, and non-infringement. This disclaimer of warranty constitutes an essential part of this Agreement.

2.2 Medical Disclaimer. The evaluations and information presented or contained in Goalster, if any, or the Material are presented for the purpose of educating athletes and coaches on fitness, general health, and related training issues and topics. Nothing contained in the Material is intended to be instructional for medical diagnosis or treatment. The information should not be considered complete, nor should it be relied on to suggest a course of treatment for a particular individual. It should not be used in place of a visit, call, consultation or the advice of your physician or other qualified health care provider. Information obtained from Goalster is not exhaustive and does not cover diseases, ailments, physical conditions or their treatment. Should you have any health care related questions, please call or see your physician or other qualified health care provider promptly. Always consult with your physician or other qualified health care provider before embarking on a new treatment, diet or fitness program. You should never disregard medical advice or delay in seeking it because of something you have read on Goalster. Information contained at Goalster for informational use only.

The information contained in Goalster and the Material is compiled from a variety of sources ("Information Providers"). You understand, acknowledge and agree that HyperStrike, Goalster, and any Information Providers do not directly or indirectly practice medicine or dispense medical services. HYPERSTRIKE AND/OR GOALSTER EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY ADVERSE CONSEQUENCES OR DAMAGES RESULTING FROM YOUR RELIANCE ON GOALSTER OR ANY INFORMATION PROVIDED THEREFROM.

2.3 Fitness Disclaimer. All content and information provided on Goalster, is for entertainment purposes only. HyperStrike recommends that you consult a physician before beginning any exercise program or diet. HyperStrike is not a licensed medical care provider. You should understand that participating in any exercise program or diet can result in physical injury, and you agree to do so at your own risk. The findings and opinions of authors posted on Goalster, if any, expressed herein are those of the author and do not necessarily state or reflect those of HyperStrike.

2.4 Disclaimer of Third Party Information. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats, if any, reflect only the views of their authors. Forum managers, forum hosts, content providers, Information Providers or merchants appearing on Goalster are not authorized HyperStrike spokespersons, and their views do not necessarily reflect those of HyperStrike. You are encouraged to use discretion while browsing the Internet using links initiated at Goalster. Goalster links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. HyperStrike and Information Providers make no representations concerning any effort to review all of the content of sites listed in its respective websites.

3. ON-LINE COMMUNICATIONS.

3.1 Your participation in any on-line communications on Goalster occurs in real time and is not edited, censored, screened or otherwise controlled by HyperStrike. Notwithstanding the foregoing, HyperStrike reserves the right to monitor content on Goalster and to remove content, in HyperStirke’s sole discretion. Except as described herein, any communication which you post on any public area of Goalster is considered to be non-confidential. By placing any information or other material on such publicly accessible locations on Goalster, you automatically grant (or warrant that the owner of such content has expressly granted) to HyperStrike a perpetual, royalty- free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to public areas of Goalster (including but not limited to chat rooms, forums and bulletin boards) alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses. Each time you upload a file on Goalster, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant HyperStrike and every other User the right to download and use such file.

3.2 You may send and receive electronic mail ("email"), engage in conferences and chats, download and upload files and otherwise use Goalster as permitted by this Agreement and applicable law. Files that you upload, public messages that you send and your activity in conferences and chats are subject to review, modification and deletion without notice by HyperStrike. HyperStrike reserves the right in its sole discretion to change such policies at any time. Files uploaded to a Goalster may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them.

3.3 You are responsible for your communications and your use of Goalster. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to Goalster with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use Goalster to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) send email to users of Goalster (collectively, “Users”) or other Internet users for any purpose other than personal communication, including to advertise or offer to unsolicited sell goods or services to other Users, use as a mass unsolicited distribution medium to communicate a generally unsolicited message, or use your email account as an address to which Users or other Internet users need to respond (except as otherwise expressly permitted by HyperStrike); (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to a bulletin board or Goalster; (l) falsify the source or origin of software or other material contained in a file that you upload to a Goalster; (m) use Goalster in a manner that adversely affects the availability of its resources to other Users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to Goalster the User directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by HyperStrike; (o) falsely purport to be an employee or agent of Goalster and/or HyperStrike (p) cause repeated disruptive incidents; (q) act, or fail to act, in your use of Goalster, in a manner that is contrary to applicable law or regulation; or (r) engage in any other activity deemed by the HyperStrike to be in conflict with the spirit or intent of this Agreement. In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. HyperStrike reserves the right to take such action as it deems appropriate in cases where Goalster is used to disseminate statements which are deeply and widely offensive and/or harmful. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability.

4. WAIVER, RELEASE AND LIMITATION OF LIABILITY.

YOU AGREE THAT NEITHER HYPERSTRIKE, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF GOALSTER OR THE MATERIAL. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST HYPERSTRIKE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF HYPERSTRIKE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF GOALSTER OR THE MATERIAL. IN NO EVENT SHALL HYPERSTRIKE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE INFORMATION OR OTHER PARTS OF GOALSTER.COM ARE HEREBY EXCLUDED EVEN IF HYPERSTRIKE ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. INDEMNIFICATION.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS HYPERSTRIKE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING GOALSTER.COM USING YOUR GOALSTER ACCOUNT.

6. TERMINATION.

You may terminate this Agreement and the license granted herein at any time by terminating your use of Goalster and destroying or removing from all hard drives, networks, and other storage media all copies of the Material. HyperStrike may terminate this Agreement and the license granted herein immediately at any time for any reason (or no reason), with or without notice. In the event you receive a notice of termination from HyperStrike, you agree to destroy or remove from such storage media all copies of the Material. Sections 1, 2, 3, 4, 5, 7, 8, 10, and 11 shall survive termination of this Agreement.

7. EXPORT CONTROLS.

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

8. U.S. Government Restricted Rights.

Any software which is downloaded from or made available via Goalster for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is HyperStrike, Inc., 10052 Pasadena Avenue, Suite A, Cupertino, CA 95014.

9. PRIVACY POLICY.

Goalster considers its Users' privacy to be of the utmost importance. Please see our Privacy Policy for a detailed description of our information gathering and dissemination practices for Goalster.

10. Copyright or Intellectual Property Infringement Notification.

HyperStrike respects the intellectual property rights of others. You can notify HyperStrike of possible copyright infringement, and HyperStrike will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:

1. A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on Website reasonably sufficient to permit HyperStrike to locate the material;
4. Your contact information, including your address, telephone number, and email;
5. 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
6. A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA”). Claims can be sent to [copyright@hyperstrike.com] or to HyperStrike.com, Inc., P.O. Box 8109, San Jose, 95155.

11. MISCELLANEOUS.

This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to Goalster and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning Goalster. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. You agree that any legal action or proceeding between HyperStrike and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Santa Clara County, California, United States. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. HyperStrike may assign its rights and duties under this Agreement to any party at any time without notice to you.