Terms & Conditions

2.1 Grant of License to End Users.

Subject to the provisions of this agreement, including your timely compliance with all terms and conditions, NextKick grants end users a limited, non-exclusive, non-transferable, revocable license to use the NextKick app for accessing rank information, signing up for events and classes, communicating with School staff, making purchases through the app, and using such other features and services as NextKick makes available to end users from time to time.

2.2 Restrictions.

You will not: (a) modify, copy, or create any derivative works based on the services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the services available to any third party other than as permitted herein; (c) reverse engineer or decompile any portion of the services, including but not limited to any software utilized by NextKick in the provision of the services; (d) access or use (or allow a third party to access or use) the services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces, or graphics of the services; or (f) otherwise use or exploit the services in any manner not expressly permitted by this agreement.

3.1 User Responsibilities.

As a condition of this agreement, when accessing and using the services, you must:

1. not transmit or input into any NextKick product (including into the website) any files that may damage any other person's computing devices or software, any content that may be offensive, or any material or data in violation of any law (including data or other material that violates privacy rights and/or intellectual property rights);
2. not use the services in a manner which violates any privacy rights;
3. not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the services or to operate the website, unless such actions have been discussed with a NextKick account representative and written permission for such actions has been granted by NextKick;
4. use the services only for lawful purposes in accordance with this agreement and any other NextKick policies as may be adopted from time to time;
5. not attempt to undermine the security or integrity of NextKick's computing systems or networks or, where the services are hosted by a third party, that third party's computing systems and networks;
6. not use or misuse the services in any way which may impair the functionality of the services or other systems used to deliver the services or impair the ability of any other user to use the services; and
7. not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the services are hosted.

3.2 Minors.

The services are made available to minors solely through a School and with the consent of the minor's parent or legal guardian. If you are under the age of 18, you may use the services only if your parent or legal guardian has consented to your use and to this agreement on your behalf, or if your School has obtained such consent as required by applicable law. Parents and legal guardians are responsible for the use of the services by their minor children.

4.1 User Data.

NextKick respects your rights in and to all content created and/or stored by you. As between you and NextKick, you own your data. You hereby authorize NextKick to copy, distribute, display, perform, publish, prepare derivative works of, and otherwise use your data solely for the purposes of providing the services (including improving and developing the services) and for no other purpose, in accordance with the Privacy Policy. You represent, warrant, and covenant to NextKick that you have all rights necessary to grant the licenses to this data and that the provision of your data through and in connection with the services does not and will not violate any applicable laws or rights of any third party. You agree to indemnify NextKick for third-party claims, including reasonable attorneys' fees, arising from your violation of this agreement or applicable law in connection with your use of the services or your submission of data or content. NextKick will retain your data in accordance with NextKick's public-facing privacy disclosures (including the Privacy Policy as amended from time to time), NextKick's agreement with your School, or as otherwise agreed upon in writing.

4.2 Personally Identifiable Information.

The Privacy Policy governs how NextKick collects and uses PII that is submitted through the services. If you access or use the services, you represent that you have read and accept the terms of NextKick's Privacy Policy as amended from time to time. For student information entered or managed by a School, NextKick acts as a service provider on behalf of the School, and the School controls that information, as further described in the Privacy Policy.

5.1 Service Communications.

NextKick and your School may send you communications that are necessary for the operation of the services, such as class schedules and reminders, billing notices, rank and progression updates, account and security notices, and other transactional or service-related messages. These communications are not marketing and may be sent for as long as you or your child maintains an active relationship with a School using the services.

5.2 Marketing Communications to Adults.

If you are 18 years of age or older, NextKick may send you marketing or promotional communications about NextKick products and services where permitted by applicable law or where you have opted in. Every marketing communication will include a clear and easy opt-out mechanism, and you may opt out at any time. Opting out of marketing communications does not affect service communications under Section 5.1.

5.3 No Marketing to Minors; No Marketing Use of Student Data.

NextKick does not send marketing communications to end users under the age of 18 and does not use student information — including information about minors entered into the services by or on behalf of a School — for marketing, advertising, or profiling purposes. NextKick does not sell student information.

5.4 Effect of School Cancellation.

If your School's subscription to the services is cancelled or terminated, NextKick's retention and handling of your information and any student information will be governed by the Privacy Policy and NextKick's agreement with your School, and will not be used by NextKick for marketing purposes.

6.1 Warranty Disclaimer.

To the maximum extent permitted by law, the services are provided "as is" and "as available." NextKick does not warrant that the services will be uninterrupted or error-free and makes no express or implied representations or warranties with respect to the services, including any implied warranties of merchantability or fitness for a particular purpose.

6.2 Generally.

Under no circumstances and under no legal theory (whether in contract, tort, negligence, or otherwise) will NextKick or its affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to you or any third party for any lost profits, lost sales or business, lost data, business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential, or punitive loss or damages, or any other loss or damages incurred by you or any third party in connection with this agreement, the services, or consulting services, regardless of whether NextKick has been advised of the possibility of or could have foreseen such damages.

6.3 NextKick Limitation Amounts.

In no event shall the aggregate liability of NextKick together with all of its affiliates arising out of or related to this agreement exceed the fees, if any, paid by you hereunder for the services giving rise to the liability in the six (6) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability. You acknowledge and agree that the essential purpose of this section is to allocate the risks under this agreement between the parties and limit potential liability given the subscription charges, if any, which would have been substantially higher if NextKick were to assume any further liability other than as set forth herein. You acknowledge that NextKick has relied on these limitations in determining whether to provide you the rights to access and use the services provided for in this agreement.

6.4 Exceptions.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these jurisdictions, NextKick's liability will be limited to the greatest extent permitted by law. Nothing in this agreement limits or excludes any rights you may have under applicable consumer protection laws that cannot be limited or excluded by agreement.

6.5 Rights only against NextKick.

Any claims or damages that you may have against NextKick shall only be enforceable against NextKick and not against any other entity or against NextKick or such other entity's officers, directors, representatives, or agents.

8.1 Entire Agreement.

This agreement, together with the Privacy Policy and any terms and policies incorporated by reference, constitutes the entire agreement and supersedes any prior agreements between you and NextKick with respect to the subject matter hereof. Except as provided herein, this agreement supersedes and replaces all other prior and contemporaneous agreements, proposals, or representations, written or oral, between NextKick and you.

8.2 Notices.

Any notices provided by NextKick under this agreement may be delivered to you within the services platform or to the email address(es) NextKick has on file for your account. You hereby consent to receive notice from NextKick through the foregoing means, and such notices will be deemed effective when sent if on a business day and, if not sent on a business day, then on the next business day. Any notices to NextKick under this agreement may be delivered by email to [email protected] or by mail to NextKick, Attn: NextKick Customer Support, 1 Penn Plaza, Suite 1423, New York, NY 10119.

8.3 Force Majeure.

Neither party shall be liable to the other for any delay or failure to perform any obligation under this agreement if the delay or failure is due to unforeseen events which occur after the acceptance of this agreement and which are beyond the control of the parties, such as acts of war, acts of terrorism, riots, natural disasters, worldwide or national health emergencies, or failures or diminishment of power or telecommunications or data networks or services. The affected party must provide written notice to the other party as soon as reasonably possible after the occurrence of such an event.

8.4 No Third-party Beneficiaries.

Nothing in this agreement, whether express or implied, will confer upon any person or entity other than the parties and their successors and permitted assigns any legal or equitable right whatsoever to enforce any provision of this agreement.

8.5 Independent Contractors.

The parties are independent contractors. Except as otherwise expressly provided herein, nothing herein creates any joint venture, partnership, agency, employment, fiduciary, or other relationship among the parties, and no party is authorized to make contracts or commitments in the name of or on behalf of any other without such party's prior written approval.

8.6 Amendments; Modifications.

NextKick may, in its sole discretion, make changes to this agreement from time to time. Any changes NextKick makes will become effective when a modified version of the agreement is posted to the website or NextKick platform, and NextKick agrees the changes will not be retroactive. If NextKick makes any material changes to the agreement, NextKick will make commercially reasonable efforts to notify you within the NextKick platform or by sending you an email. If you continue using the services after any changes (or if applicable, after NextKick has indicated to you in writing that such changes will become effective), it shall mean that you have accepted them. If you do not agree to any changes, you must stop using the services immediately. It is your obligation to ensure that you read, understand, and agree to the latest version of this agreement that has been posted on our website and/or within the NextKick platform. The legend at the top of the agreement indicates when it was last changed and the current version.

8.7 Assignment; Delegation.

No party may assign any of its rights hereunder nor delegate any of its duties hereunder without the prior written consent of the other party, except that: (a) any party shall be entitled to transfer its interests to a third party with which such party is merged or which acquires all or substantially all of the assets or capital stock of such party; and (b) you may assign your rights and obligations under this agreement to an affiliate that NextKick has approved in advance in writing. For avoidance of doubt, all uses of the word "you" and "your" in this agreement shall include your NextKick-approved affiliate as applicable.

8.8 Severability.

If any provision of this agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this agreement shall otherwise remain in effect.

8.9 Waiver.

No waiver under this agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by any party in exercising any right hereunder shall not be deemed a waiver of that right.

8.10 Governing Law.

This agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to its principles regarding conflicts of law and without regard to the United Nations Convention on the International Sale of Goods. Subject to Section 8.16 (Dispute Resolution; Binding Arbitration), each party hereby irrevocably submits to and waives any objection to the exclusive personal jurisdiction of the state and federal courts located in the State of New Jersey, and the jurisdiction and venue for any actions not subject to arbitration under Section 8.16 shall be the state and United States federal courts located in Essex County, New Jersey, and both parties hereby submit to the personal jurisdiction of such courts.

8.11 Counterparts.

This agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one agreement.

8.12 Headings.

The headings in this agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this agreement.

8.13 Survival.

The provisions of this agreement which by their terms require performance after the termination of this agreement or have application to events that may occur after the termination of this agreement shall survive the termination or expiration of this agreement.

8.14 Attorneys' Fees and Costs.

The prevailing party on a net recovery basis in any action to enforce this agreement will be entitled to recover its attorneys' fees and costs in connection with such action, except as otherwise provided in Section 8.16 or where prohibited by applicable law.

8.15 Electronic Communications and Signatures.

You agree to the use of electronic communication in order to enter into agreements and place orders and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

8.16 Dispute Resolution; Binding Arbitration; Class Action Waiver.

(a) Informal Resolution. Before initiating any arbitration or court proceeding, the party asserting a dispute shall first provide the other party with written notice describing the nature and basis of the dispute and the relief sought, and the parties shall attempt in good faith to resolve the dispute within thirty (30) days of such notice.

(b) Binding Arbitration. Except as set forth in subsection (d) below, any dispute, claim, or controversy arising out of or relating to this agreement or the services shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, may at your election be conducted by videoconference, telephone, or based on written submissions, and shall otherwise be seated in the State of New Jersey or the county where you reside. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class Action Waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this class action waiver is found to be unenforceable as to a particular claim, then that claim (and only that claim) shall be severed from arbitration and may be brought in court, and all remaining claims shall proceed in arbitration.

(d) Exceptions. Either party may bring an individual action in small claims court for disputes within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidentiality obligations.

(e) Fees. Payment of all filing, administration, and arbitrator fees shall be governed by the applicable AAA rules, including the AAA Consumer Arbitration Rules' limits on consumer filing fees.

(f) Opt-Out Right. You may opt out of this arbitration provision (including the class action waiver) by sending written notice of your decision to opt out to [email protected] with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting this agreement, stating your name and the account or School with which you are associated. Opting out of arbitration will not affect any other provision of this agreement.

(g) Survival. This Section 8.16 shall survive any termination or expiration of this agreement.

8.17 Changes to the Services.

NextKick reserves the right at any time to modify, edit, adapt, and update the service or to discontinue any NextKick products, including any part of the services, with or without notice. You agree that NextKick will not be liable to you or to any end user or third party for any such discontinuance, modification, editing, adaptation, or updating of the service or of the NextKick platform. You are free in your discretion to download your user content at any time to provide backup. Your failure to do so will not create any liability for NextKick hereunder. By continuing to access or use the services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the services.

9.1 Overview.

NextKick provides eStore functionality that allows users to make purchases through affiliated schools. This includes product listings, payment processing, and order management.

9.2 Affiliated Schools.

All purchases made through the eStore services provided by NextKick are processed by the affiliated schools. These schools are independent entities responsible for the sale and delivery of products.

9.3 Transaction Responsibility.

NextKick is not responsible for the processing of transactions or fulfillment of orders. Any issues related to purchases must be directed to the affiliated school handling the transaction.

9.4 Refunds and Exchanges.

NextKick does not handle refunds or exchanges for purchases made through the eStore services. All inquiries regarding refunds or exchanges must be directed to the affiliated school from which the purchase was made.

9.5 User Acknowledgment.

By using the eStore services, users acknowledge and agree that NextKick is not liable for any issues related to transactions made through the affiliated schools. All disputes related to purchases must be resolved directly with the affiliated school.