TERMS AND CONDITIONS

Last Updated: March 26, 2020

The following are the Terms and Conditions of Use (collectively, the "Terms and Conditions") of Next Level U Sports, Inc. (“NLUS”).  Please read these Terms and Conditions carefully before using https://nlusports.com website (the “Service”) operated by NLUS (“us,” “we” or “our”).  Your access to and use of the Service is conditioned on your you are agreeing to be bound by these Terms and Conditions. If you do not agree with the Terms and Conditions, you may not use the Service.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICE. OUR TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION ABOUT RIGHTS AND OBLIGATIONS, AND INCLUDE DISCLAIMERS INCLUDING OF WARRANTIES AND OF LIABILITY, AND MANDATORY ARBITRATION. ANY AND ALL ASPECTS OF OUR SERVICE AND THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE, SUSPENSION AND/OR DISCONTINUANCE, AT ANY TIME, INCLUDING IMPOSITION OF NEW CONDITIONS, OBLIGATIONS OR REQUIREMENTS, AND WITHOUT ADVANCE WARNING. ANY SUCH CHANGES SHALL TAKE PLACE IMMEDIATELY AFTER POSTING BY NLUS INCLUDING ON OUR SERVICE, AND YOU SHALL BE DEEMED TO HAVE ACCEPTED ANY SUCH CHANGES BY YOUR USE OF OUR SERVICE FOLLOWING SUCH TIME. YOU ARE ENCOURAGED TO REVIEW OUR TERMS AND CONDITIONS AT REGULAR INTERVALS.

I.             REGISTRATION 

In order to participate and receive services and offerings by and through NLUS, you may be asked to register on or through our Service. Service availability may vary from time to time, and we may add other services that may be accessed through our Service. Use of our Service is subject to the Terms and Conditions as stated herein, and other services offered by NLUS may be subject to additional terms and conditions as issued by NLUS.

When registering with our Service, you are responsible for all activities that occur under your registration, regardless of whether authorized by you or not. You agree to immediately notify NLUS of any unauthorized use of your registration and profile.

In order to access some of the services and features of our Service, when you register, you may be required to provide us with personal information including, but not limited to, your name, email address, mailing address, athletic career highlights, academic career highlights and phone number. Any personal information provided by you or gathered by NLUS or third-parties including through the Service, will be subject to the terms of our Privacy Policy.

Upon registering on and to use our Service, you hereby agree to provide accurate and current information about yourself, including as may be prompted, and to maintain and update your information immediately upon any changes, and to keep your information accurate and current.

II.             PRIVACY POLICY

Prior to use of our Service, you must review our Privacy Policy prior to use. By using the Service, you indicate that you have reviewed, understand, acknowledge and agree to the information outlined in our Privacy Policy.

III.             INTENDED AUDIENCE

OUR SERVICE IS NOT DIRECTED TO, OR INTENDED FOR, CHILDREN UNDER 13 YEARS OF AGE. NLUS understands the importance with and of protecting the privacy of young children and, for that reason, children under the age of 13 may not use the Service.  If you use the Service, you affirm, acknowledge, state and agree, that you are at least 13 years of age.

IV.             USE OF OUR SERVICE

By using and with respect to our Service, you agree that you will not:

  • Use the Service to violate or breach any applicable statute, regulation or law, regardless of jurisdiction.
  • Use the Service in any way that may encourage, assist, facilitate, support, procure or carry-out in any way, of any unlawful, illegal or criminal activity.
  • Use the Service or any information originating therefrom for any purpose other than your personal, non-commercial use, related to the services offered by us or any of our associated and affiliates.
  • Sell, disseminate or transfer any information obtained from our Service to a third party, with NLUS’ prior express written consent.
  • Use or misuse of our Service and any information available through our Service, not intentionally made available by NLUS through our Service.
  • Penetrate or attempt to penetrate the security protecting our Service in any way, shape or form.
  • Transmit malware, viruses, spam, trojan horses, chain letters, junk mail, or bulk communications. +
  • Intentionally disrupt the Service in any way, shape or form.
  • Impersonate another person, whether individual or business, and whether actual or fictitious.
  • Post, share, submit, transmit, host and/or publish information or material that is unlawful or illegal, and/or that is otherwise harassing, defamatory, abusive, threatening, obscene, harmful, tortuous, libelous or invasive of another’s privacy, or that in any way encourages conduct considered to be a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate including in the eyes of NLUS and in its sole discretion.
  • Post, share, submit, transmit, host and/or publish advertisements or solicitations of business of any kind.
  • Post, share, submit, transmit, host and/or publish information or material that is protected by any intellectual property laws including copyright, trademark, trade secret, patent and any other proprietary rights and interests regardless of jurisdiction, including by illustration and without limitation, rights of privacy and publicity, unless you are the owner of any such rights, or you have the express written permission from the rightful owner of any such rights, and you grant us permission, license, consent and release with respect to such material including as may be provided in the Terms and Conditions herein.

V.             YOUR SUBMISSIONS TO OUR SERVICE

Our Service may allow you to post, share, submit, transmit, host and/or publish various information and materials, including by illustration and without limitation, and regardless of format, photographs, video, biographical information and other materials (collectively, the “User Materials”). You are solely responsible for your User Materials and the consequences of posting, sharing, submitting, transmitting, hosting and/or publishing such User Materials including on and to our Service.

By accessing and using our Service, including posting, sharing, submitting, transmitting, hosting and/or publishing User Materials on and to our Service, you represent and warrant that you are the complete, entire and sole owner of the title, rights and interest in and to such User Materials, whether directly or through written agreement with the actual owner(s) of said rights, to grant license, consent and release herein, including by way of illustration and without limitation, any and all copyrights and trademarks therein and thereto, and that such User Materials:

                  (i) are originals and have not been copied, in whole or in part, from any other work including without lawful attribution; and

                  (ii) do not violate, infringe and/or misappropriate proprietary rights, title and interests of any third-party, including, but not limited to, privacy and publicity rights.

By agreeing to these Terms and Conditions, you hereby agree to grant to NLUS, and each and all of NLUS’ assigns, parents, subsidiaries, affiliates, agents, representatives, predecessors, successors, attorneys, nominees, licensees, executors, administrators, media outlets, partners, and those acting with authority of any of the foregoing (collectively, the “NLUS Parties”), a perpetual, irrevocable, royalty-free, sublicensible and transferable worldwide, non-exclusive right and license to use, share, reproduce, distribute, prepare derivative works of, publicly display, publicly perform, host, cache, route, transmit, store, reformat, excerpt, edit, archive, index, create algorithms using and based on, modify and/or transcode such User Materials, in any and all forms and formats, and through any and all means and channels, including by way of illustration and without limitation, through the use of streaming and downloading technologies, on the Internet, in publications and advertisements, at scouting, combines, showcases and/or recruiting and other events including related in any way with our Service, and in kits distributed to the media and partners. You further hereby irrevocably agree and consent to allow the NLUS Parties to use and share any and all of, at NLUS Parties’ choosing, the name(s), voice(s), biographical information, appearance(s), likeness(es), feature(s), characteristics, persona(s), form(s) and/or image(s) of, as well as any statement(s) made by or attributed to, all identifiable individual(s) depicted and/or described in such User Materials (collectively, the “Names and Likenesses”).  You also hereby irrevocably waive as against the NLUS Parties, all moral rights and rights of restraint in such User Materials.

VII.           RECRUITING ALERTS FROM NLUS

At your discretion, you may choose to have one or more emails to your profile on our Service. Once you register you will agree and consent to receive Recruiting Alerts by email. Please note that email fees and data rates may apply, and you are solely responsible for same.

Emails may be transmitted automatically. Consent to receive Recruiting Alert emails from NLUS is not required as a condition of purchasing the Service from NLUS.  Neither NLUS nor wireless carriers are responsible or otherwise liable if, among other things, your mobile phone is off, out of range, or subject to a variety of other conditions through which you may not receive the Recruiting Alert message, or that may cause delay in your receipt of any such messages.

You can end Recruiting Alerts by contacting NLUS using the contact information found at the end of the Terms and Conditions, or by emailing STOP to info@nlusports.com at any time.

VIII.          PRODUCTS AND SERVICES OFFERED BY NLUS

Products and services may be offered by NLUS on or through our Service. When you enroll for any product or service offered NLUS, you agree to and accept the specific agreement(s) applicable to such products or services.

Your use of any NLUS products or services is governed by the terms and conditions in the applicable agreement(s) for such products or services and, to the extent such products or services are provided through our Service, the Terms and Conditions shall also apply.

IX.             TERMINATION OF YOUR RIGHT TO USE OUR SERVICE

In its sole unfettered and complete discretion, NLUS reserves the right to suspend, restrict, reject and to otherwise terminate your access to our Service at any time, for any reason, without notice, and without limitation of any kind to any of our other rights. Further, NLUS reserves the right to terminate your account and your access to the Service if your User Materials are the subject of any notifications of violation of any local, state or federal  copyright or trademark statute, law or regulation, regardless of jurisdiction. 

X.             NLUS’ INTELLECTUAL PROPERTY

All photographs, videos, texts, graphics, trademarks, logos, taglines, animations, sounds, and music contained on, or comprising, our Service, including without limitation the design, structure, selection, organization, compilation, display, arrangement, expression and “look and feel” of our Service, and the software comprising and/or embodying the foregoing (collectively, the “NLUS Content”), are owned, controlled or licensed by or to NLUS, and are protected under applicable intellectual property laws, including without limitation copyright, trademark, trade dress, and/or patent laws. Please note that your use of our Service gives you no ownership rights in the NLUS Content in any way, shape or form.

You may not copy, reproduce, republish, download, print, post, broadcast, record, mirror, transmit, commercially exploit, edit, communicate to the public, or distribute in any way any part of our Service or the NLUS Content except as follows:

                  (i) you may download the NLUS Content to your website viewing device for the purpose of viewing it; and

                  (ii) you may print portions of our Service and the associated NLUS Content for your personal informational use as long       as the printed portions are not subsequently modified or altered in any way.

Any use other than as permitted under the Terms and Conditions may be undertaken only with the prior written authorization of NLUS.

XI.             INTELLECTUAL PROPERTY AND INFRINGEMENT

NLUS recognizes and respects the valid intellectual property rights of others. We will respond to allegations of copyright infringement as to the User Materials placed by you on our Service.

When NLUS receives valid notification of violation of copyright, trademark or any other intellectual property right and interest from the third-party, our response is (i) to immediately remove the offending materials, or disable access to, the allegedly infringing materials. After removing same, NLUS will take all reasonable and necessary steps to contact the owner of the removed materials, so that they may take further steps to validate their claim of right, title and interest in the materials. NLUS may, in its sole unfettered discretion, restore the allegedly infringing materials, unless we receive further notice from the owner of the protected materials that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the allegedly infringing activity.

If you own, have interest in, have right in, or in any way hold title in copyright, trademark or other intellectual property placed on our Service, and you believe that any information, content or materials on our Service violates said rights, title and interests therein, then you may notify us by providing our agent identified below with information sufficient for us to identify said rights, title and interests, therein, including under and in compliuance with the applicable intellectual property laws and regulations of the jurisdiction that you believe may apply.

NLUS’ designated agent to receive notifications of claimed copyright infringement under the DMCA is:

                  Next Level U Sports, c/o Ryan Neceski, ryan@nlusports.com

All questions or concerns about our Service or the Terms and Conditions should be directed to NLUS as set forth at the end of the Terms and Conditions.

If you believe that your User Materials have been improperly removed because they are not infringing, because you have authorization from the actual copyright, trademark or intellectual property owner, or the owner’s agent, and/or because you have the right to use the User Materials under applicable law, you may notify NLUS’ designated agent and provide information sufficient for us to identify said rights, title and interests, therein, including under and in compliuance with the applicable intellectual property laws and regulations of the jurisdiction that you believe may apply.

XII.           OTHER AND OUTSIDE WEBSITES, LINKS AND ACCESS

NLUS’ Service may provide links to other and outside websites or resources, including, but not limited to, advertisers and others, over which we have no control. These links are provided solely as a convenience to you.  Unless otherwise explicitly stated, that should not be construed as an endorsement by NLUS of any information, content, materials, product or service on such websites or resources.

Your access and use of any such other and outside websites or resources is done solely at your own risk. We make no representations or warranties, implied, express or otherwise, with respect to the content, ownership, or legality of any such linked websites or resources, and you agree that NLUS has no responsibility or liability for the availability of such websites or resources, or for the content, advertising, products, services, or any other materials available through such websites or resources.

XIII.          OUR SERVICE AND THIRD PARTY ADVERTISING

Unless expressly and explicitly stated, NLUS does not endorse or guarantee any third-party product, service, information or materials advertised on our Service, or any third-parties sponsoring our Service, in whole or in part. Your dealings with advertisers or other third-parties found on or through our Servicem is solely the responsibility of you and the said third-party.

You agree that NLUS is not lawfully responsible and will have no liability with respect to any loss or damage of any kind, incurred or that may be incurred as a result of any dealings between you and any third-party, or as a result of the presence of such third-parties on our Service.

XIV.          DISCLAIMER OF ALL WARRANTIES

YOU EXPRESSLY AND EFFECTIVELY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE, AND ALL MATERIALS AND INFORMATION, INCLUDING AS MAY BE OBTAINED OR ACCESSED THROUGH THE SERVICE, AND PRODUCTS THAT MAY BE INCLUDED THEREIN, ARE PROVIDED “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE,” WITH NO WARRANTIES WHATSOEVER, AND THEREFORE NLUS EXPRESSLY AND EFFECTIVELY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS OR OTHER INFIRMARY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER SIMILAR PROPRIETARY RIGHTS.

NLUS DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY, INCLUDING COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OF INFORMATION, CONTENT, OR MATERIALS ON THE SERVICE, THE FUNCTIONALITY OF THE SERVICE, OR THE AVAILABILITY OF THE SERVICE. NLUS CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULT FROM USE OF THE SERVICE. NO ADVICE OR INFORMATION, REGARDLESS OF WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NLUS, OR FROM OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU HAVE NO RIGHT TO RELY ON ANY INFORMATION CONTAINED HEREIN AS TO THE SERVICE AS ACCURATE. NLUS MAKES NO SUCH WARRANTY. NLUS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE USE OF THE INFORMATION, MATERIALS, SOFTWARE, FACILITIES, OR OTHER CONTENT ON THE SERVICE OR ANY SITES LINKED TO THE SERVICE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. NLUS DOES NOT WARRANT THAT THE FUNCTIONS AND FEATURES MADE AVAILABLE THROUGH THE SERVICE WILL BE RELIABLE, AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ITS SERVERS ARE FREE OF VIRUSES, MALWARE, ANY COMPUTER INFIRMARY, OR OTHER HARMS.

NLUS EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITIES AND LIABILITY FOR THE CONDUCT OF ANY OTHER USER, AND EXPRESSLY DISCLAIMS THAT USER MATERIALS INPUTTED BY OTHERS ARE EITHER CORRECT OR ACCURATE. NLUS IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR OTHERS THAT MAY USE THE SERVICES. UNDER NO CIRCUMSTANCES WILL NLUS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, REGARDLESS OF TYPE OR AMOUNT, RESULTING FROM ANY USE OF THE SERVICE, ANY USER MATERIALS POSTED ON OR THROUGH THE SERVICE OR TRANSMITTED TO USERS OR OTHERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OR OTHERS. NLUS TAKES NO RESPONSIBILITY FOR THIRD-PARTY ADVERTISEMENTS THAT ARE POSTED THROUGH THE SERVICE, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE PRODUCTS, GOODS, CONTENT, INFORMATION, MATIERALS OR WEBSITES PROVIDED BY ITS ADVERTISERS.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

XV.             LIMITATION OF LIABILITY

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NLUS IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK, SYSTEM, SERVER OR PROVIDER, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF E-MAIL, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF. NLUS IS NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY DEVICES BELONGING TO ANY USER OR ANY OTHERS THAT MAY BE RELATED TO OR RESULTING FROM USE OF THE SERVICE, VIEWING, PLAYING, OR DOWNLOADING ANY USER MATERIALS ON OR FROM THE SERVICE, OR OTHERWISE IN CONNECTION IN ANY WAY WITH THE SERVICE.

NLUS ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER OR USER COMMUNICATIONS. UNDER NO CIRCUMSTANCES WILL NLUS, ITS PARENTS, SUBSIDIARIES, ASSOCIATES AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, OTHER USERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DAMAGES OF LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES, INCLUDING BY WAY OF ILLUSTRATION AND NOT OF LIMITATION, LOSS OF ANY INCOME, REVENUE, PROFITS,  GOODWILL, USE DATA, OR ANY OTHER TANGIBLES AND INTANGIBLES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT NLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATIONS OF LIABILITY SHALL APPLY, INCLUDING (A) WHETHER THE DAMAGES ARISE FROM THE SERVICE OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE, INCLUDING SUCH DAMAGES INCURRED BY OR TO OTHERS AND THIRD-PARTIES, AND (B) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UNDER NO CIRCUMSTANCES SHALL NLUS BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING TWENTY-FIVE DOLLARS ($25.00) OR THE MINIMUM AMOUNT ALLOWED BY LAW IN THE APPLICABLE JURISDICTION.

XVI.          APPLICABLE LAW

The Terms and Conditions shall be governed by and construed under the law of the Province of Ontario, without regard to conflicts of laws rules. You agree that the courts of Ontario shall have exclusive jurisdiction over the parties for all disputes. Venue shall lie exclusively and only in the provincial and federal courts in Kitchener, Ontario, of as NLUS may otherwise agree to.

XVII.        ARBITRATION

With respect to any and all disputes arising out of or in connection with our Service, the products and services offered by NLUS, or these Terms and Conditions (including without limitation the Privacy Policy), NLUS and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and NLUS do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate, or participate in as a party or class member, all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal as may be available under the Ontario Arbitration Act.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor NLUS will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Any arbitration necessary under this section will be held through confidential binding arbitration in accordance with the Ontario Arbitration Act, and is to be held in Kitchener, Ontario and, if the arbitration cannot be held in Kitchener, Ontario, then in Toronto, Ontario. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that NLUS may seek any interim or preliminary relief from a court of competent jurisdiction in Kitchener, Ontario necessary to protect its rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute under these Terms and Conditions must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed.

XVIII.       TECHNICAL DISRUPTIONS TO OUR SERVICE

If you cause a technical disruption of our Service, or any aspect of its functionality, you agree to be responsible for any and all loss, costs, liabilities, damages or expenses NLUS may suffer, and you agree to be liable for any attorneys’ fees and costs arising from and/or related to same. The foregoing shall be without limitation of our other vendors in law, or in equity.

VI.             RELEASE, INDEMNIFICATION AND HOLD HARMLESS

You hereby fully and completely release, forever discharge, hold harmless, and otherwise agree to defend and indemnify the NLUS Parties from any and all claims, liabilities demands, suits, lawsuits, actions, arbitrations, rights of action, causes of action, and damages, including, but not limited to, such damages, costs, expenses, legal fees and attorneys’ fees, that you, or any third-party, shall or may have arising and resulting out of or in connection in any way with the use of such User Materials and/or Names and Likenesses as described and provided herein. The license, consent and release herein is binding upon you and your agents, principals, heirs, executors, administrators, successors, licensees and assigns.

You acknowledge and agree that NLUS reserves the right to display advertisements in connection in any way with such User Materials, to display such User Materials with similar materials from other users, and to use such User Materials for marketing, promotional, advertising or other purposes purposes as NLUS, in its sole discretion, may deem fit. You further acknowledge that, without prior or any notice whetsoever, NLUS has the right, including in our sole discretion, to pre-screen, pre-approve, refuse, reject and otherwise remove from our Service, any User Materials, including without limitation User Materials that violate the Terms and Conditions.

You agree to compensate, indemnify, defend, and hold harmless the NLUS Parties, our officers, directors, employees, agents, business partners, affiliates, distributors, licensors and licensees for, from and against all claims, losses, expenses, damages, costs, or demands, resulting from any claim, action, investigation, demand, or proceeding arising in connection with your use of our Service or any violation of the Terms and Conditions.

Any comments or questions regarding content or materials on our Service should be directed to NLUS, including by using the contact information found at the end of the Terms and Conditions. If on review of the Service, you reasonably and in good faith believe that that any content or materials on our Service violates your copyright, trademark or any other intellectual property and proprietary rights, then please contact NLUS using the contact information found at the end of the Terms and Conditions.

XX.             SEVERANCE

Each provision of the Terms and Conditions shall be construed separately and independently of each other and the invalidity of any one part shall not affect the validity of any other part.

XXI.           NO WAIVER

The failure of NLUS to enforce any part, section or provision of the Terms and Conditions or to respond to a breach by you or other parties shall not in any way waive its rights to enforce subsequently any terms or conditions of the Terms and Conditions or to act with respect to similar breaches.