TERMS AND CONDITIONS OF USE
Please read these terms and conditions of use ("TOU") carefully before using this site. By using this site, you signify your assent to these TOU. If you do not agree to these TOU by clicking the "I Agree" button below, you are not permitted to use this site. We reserve the right, at our discretion, to change , modify, add, and/or remove portions of these TOU at any time. Please check these TOU periodically for changes. Your continued use of D1Athletes.com following the posting of changes to these TOU means you accept these changes. This site is owned and operated by D1Athletes, Inc. ("D1"). The following describes the terms on which D1 offers you access to our services.

1. DESCRIPTION OF SERVICE

D1 currently provides users with access to, including without limitation, information about colleges and universities and other sports programs, as well as on-line message boards and e-mail services (the "General User Service"). In addition to the General User Service, athlete and coach users may have access to their personal profiles (the "Athlete User Service" and “Coach User Service”) which are composed of information provided by the athlete or coach ("Uncertified Content"), as well as possible information that is compiled by D1 ("Certified Content")(collectively "Content"). Similarly, in addition to the General User Service, subscriber users may access all athlete profiles and all coach profiles (the "Subscriber User Service"). These varying levels of access ("General User Service", "Athlete User Service", “Coach User Service”, and "Subscriber User Service") encompass D1's service (collectively known as the "Service"). Unless explicitly stated otherwise, any new features that augment the current Service, including the release of new features of the D1 web site, will be subject to the TOU.

2. YOUR REGISTRATION OBLIGATIONS

(a) General Obligations In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form and (b) maintain and properly update the information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if D1 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then D1 has the right to suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof by you.

3. MEMBER ACCOUNT, PASSWORD, AND SECURITY

Upon joining D1 you will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all communications and activities that occur under your password or account. You agree to (a) immediately notify D1 of any unauthorized use of your password or account or any other breach of security, and (b) properly exit from your account at the end of each session. D1 will not be liable for any loss or damage arising from your failure to comply with these guidelines.

4. MEMBER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("General Content") whether publicly posted or privately transmitted, are the sole responsibility of the person from which such General Content originated. This means that you, and not D1, are responsible for all General Content that you post, e-mail, or otherwise transmit via the Service. D1 does not control the Uncertified Content posted within the profiles nor does it control General Content posted via e-mail or electronic message boards via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such Uncertified Content or such General Content.

5. RESTRICTIONS ON USAGE

You agree not to use the Service to:

(a) upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, profane, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, racially motivated, or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a D1 official, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(e) upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationship;
(f) upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
(g) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as commerce sites) that are designed for such purpose;
(h) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
(j) interfere with or disrupt the Services or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(k) intentionally or unintentionally violate any applicable local, state, federal, or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of the law, or;
(l) "stalk" or otherwise harass another.

6. ACCURACY OF CONTENT

You acknowledge and understand that technical processing and transmission of the Service, including your Content, may involve (a) transmission over various networks; and (b) changes in media to conform and/or adapt to technical requirements of connecting networks or devices. You therefore waive any claim for damages, injuries or loss of opportunity that may arise due to such transmissions or changes in media.

7. SPECIAL ADMONITION FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding on-line conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the exportation of technical data from the United States or the country in which you reside.

8. INDEMNITY

You agree to indemnify D1, and its subsidiaries, affiliates, officers, agents, co-branders any or other partners, and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Service, your use of the Service, your connection to the Service, your violation of the TOU, or your violation of any rights of another.

9. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that D1 may establish general practices and restrictions concerning use of the Service, including without limitation the maximum number of days that e-mail messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of e-mail messages that may be sent from or received by an account on the Service, the maximum size of any e-mail message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on D1's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that D1 has no responsibility or liability and you shall waive all claims damages, injuries, or loss of opportunity that may arise related to use and storage of data. You agree that D1 has no responsibility or liability for the deletion or failure to store any messages and other Content maintained or transmitted by the Service. You acknowledge that D1 reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that D1 reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10. MODIFICATIONS TO SERVICE

D1 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that D1 shall not be liable to you or any third party for any modification, suspension or discontinuance of service.

11. OTHER AGREEMENTS

To use this site, you represent and warrant that you have executed all documentation D1 has required you to execute. As such, all agreements stand independent of one another and are in full force and effect.

12. TERMINATION

You agree that D1, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, at any time for any reason. D1 may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to, or use of the Service under any provision of these TOU, may be effected without prior notice, and you acknowledge and agree that D1 may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that D1 shall not be liable to you or any third-party for termination of your access to or cancellation of your use of the Service.

13. DEALINGS WITH ADVERTISERS AND D1 STRATEGIC PARTNERS

Your correspondence and business dealings with, or participation in promotions of, advertisers found on or through the Service, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that D1 shall not be responsible or liable for any loss or damages of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

14. LINKS

The Services contains links to sites maintained by individuals or organizations other than D1. You acknowledge and agree that D1 controls neither these parties nor the content of their website. The inclusion of any link does not imply any endorsement by D1 of the linked sites, or the content, services or products provided by such web site. D1 makes no representations or warranties whatsoever about any other web site that may be accessed through the D1 website and accepts no responsibility for your use or content of any such web site. The entire risk and responsibility arising from your linking with any such site remains solely and exclusively with you.

15. D1'S PROPRIETARY RIGHTS

You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by D1 or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

16. D1 PRIVACY POLICY

Registration data and certain other information about you is subject to our Privacy Policy. For more information, please see our full privacy policy at www.d1athletes.com/privacypolicy.

17. DISCLAIMER OF WARRANTIES

You expressly understand and agree that:

1. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. D1 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. D1 MAKES NO WARRANTY THAT
(I) THE SERVICE WILL MEET YOUR REQUIREMENTS;
(II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
(III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;
(IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS;
(V) THE CONTENT POSTED TO THE SITE BY OTHER PARTIES THEN D1 IS ACCURATE OR RELIABLE; AND
(VI) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INJURY, LOSS OF OPPORTUNITY OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM D1 SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOU'S.
5. AVAILABILITY OF SCHOOL, COACH OR ATHLETE PROFILES DOES NOT CONSTITUTE AN ENDORSEMENT OF ANY PARTICULAR SCHOOL, COACH, OR ATHLETE BY D1.

18. LIMITATION OF LIABILITY

You expressly understand and agree that D1 shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, loss of opportunity, loss of use, loss of data or other intangible losses (even if D1 has been advised of the possibility of such damages), resulting from: (i) the use or inability to use the Service, (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct by any third party; or (v) any other matter relating to the Service.

19. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of Section eighteen may not apply to you.

20. NOTICE

Notices to you may be made via either e-mail or regular mail. The Service may also provide notices of changes to the TOU by publicly posting the changes on the web site.

21. TRADEMARKS

D1 Athletes, The Sports Recruiting Solution, and other D1 logos and product and service names are trademarks of D1Athletes, Inc. (the "D1 Marks"). Without D1's prior permission, you agree not to copy, reproduce, display or use in any manner, the D1 Marks. All other trademarks appearing on the Service are trademarks of their respective owners.

22. GENERAL INFORMATION

These TOUs and the relationship between you and D1 shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and D1 agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California. The failure of D1 to exercise or enforce any right or provision of the TOUs shall not constitute a waiver of such right or provision. If any provision of these TOUs is found by a court of competent jurisdiction to be invalid, all other provisions of these TOU shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these TOUs must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in these TOUs are for convenience only and have no legal or contractual effect.