Terms of Service

About our Terms of Service

This website is operated by Pro Shop Holdings, Inc. (“Pro Shop,” “we,” “our,” or “us”). These Terms of Service (“Terms”) apply to your use of our website at www.proshop.inc, and any affiliated websites, social media profiles, any mobile applications and other digital platforms (collectively, the “Site”).

By accessing, viewing, or otherwise using the content or materials available on or through the Site (collectively, the “Content”), you certify that you have read, understand, and agree to be legally bound by these Terms.

This agreement provides important information to you, including information about your obligations, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action.

Changes

We may change these Terms at any time, for any reason at our sole discretion and without notice. The current terms will always be available through the Site. If you continue to use the Site after the effective date of a change to the Terms, that means you have accepted and agree to the changed terms. If you object to any of the changes, then your sole recourse is to stop using the Site.

Use by Minors

THE SITE IS INTENDED FOR USERS AGE 18 OR OLDER. Pro Shop Holdings, Inc. does not knowingly target or solicit users under the age of 18.

If you are a parent or guardian and you allow your child to use the Site, you agree that you and your child will comply with these Terms, and you are legally responsible for any conduct of your child with respect to it.

Privacy Policy

We respect your privacy and share your concern about its protection.

The Site itself does not collect personal information from visitors. If you contact us directly (for example via email), any information you provide will be used solely to respond to your inquiry. For additional information about how we handle personal information across Pro Shop properties, please review the applicable Privacy Policy where provided.

Content

By “Content,” we mean the materials available on the Site, including text, images, graphics, logos, video, audio, and other materials presented for informational purposes. The Site primarily contains Content published by us.


Our Content: All Content on the Site is owned by us or used with permission and is protected by copyright, trademark, and other applicable laws. Your use of the Site does not give you ownership of any Content made available on the Site. We give you permission to use it on the Site, but only while you are there and for whatever you might do there, and only for your personal, non-commercial use You may view and use the Content solely for your personal, informational, and non-commercial purposes. No rights are granted to use the Content outside the Site without our prior written permission.

You may view and use the Content solely for your personal, informational, and non-commercial use. No license or ownership rights are transferred to you through your use of the Site.


User Content: The Site generally does not allow users to post or upload content directly. However, if you submit any materials to us (for example via email or social media), you grant us the right to use, display, and reproduce such materials in connection with the Site or our business operations.

Intellectual Property

All trademarks, service marks, trade dress, logos, copyrights, design rights, trade secrets, rights to databases and compilations, and other intellectual property rights in and to the Site and the materials displayed on the Site (“IP”) are owned by us or by third parties who have given us permission to display it. You agree not to copy, download, distribute, make derivative works, or make any unauthorized commercial use of the IP displayed on the Site. You also agree not to attempt to hack, reverse engineer, decompile or disassemble the Site software or otherwise attempt to change its functionality or derive its source code, except where expressly permitted by law. Your use of the Site does not grant you any licenses or rights in or to any IP displayed on the Site.

Feedback

We welcome your feedback, comments, and suggestions regarding the Site or our business.

If you choose to send us any comments, ideas, suggestions, or other feedback (“Feedback”), you agree that:

  • Feedback is provided on a non-confidential and voluntary basis;

  • we have no obligation to review, consider, or implement any Feedback; and

  • we may use, reproduce, modify, and incorporate the Feedback into our Site, services, or business operations without restriction and without compensation or attribution to you.

Registration

The Site does not require user registration or account creation.

If we introduce optional features in the future that require accounts, additional terms may apply.

Purchases

The Site does not offer products or services for sale and does not process purchases or payments. No transactions are conducted through the Site.

General Restriction of Use

You agree to use the Site only for purposes that are permitted by these Terms and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions. You may only use the Site and its Content for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use, and for no other purposes. If you are on one of our social media profiles, then the terms of use and policies of that platform will also apply. Please don’t:

  • Try to hack the Site or access anything you are not authorized to access.

  • Use the Site for unlawful, fraudulent, or abusive purposes.

  • Pretend to be someone you are not.

  • Use the Site in a way that infringes the rights of others, including intellectual property rights.

  • Copy, scrape, or reproduce substantial portions of the Site or its Content for commercial use without permission.

  • Introduce viruses, malicious code, bots, or other harmful technology that could interfere with the operation of the Site.

If you do any of those things, or if you do anything else that we think interferes with the ability of other people to enjoy the Site, we have the right to bar you from the Site.

Linking

The Site may contain links and pointers to other internet sites and resources. These are provided for your convenience, and we don’t necessarily endorse them or guarantee their availability. If you choose to follow any links to off-Site pages, proceed at your own risk.

Disclaimers

No advice or information, whether oral or written, obtained by you from the Site shall create any warranty not expressly stated in these Terms.

You understand that the technical processing and transmission of any communications or interactions with the Site may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that communications transmitted over the Internet may not always be secure, and we cannot guarantee the confidentiality or security of any communications sent electronically. Pro Shop Holdings, Inc. assumes no responsibility for: (a) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (b) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure due to technical problems or traffic congestion on the Internet or on the Site, including any injury or damage to you or to any person’s computer or mobile device related to or resulting from use of the Site.

Notice and Procedure for Making Claims Of Copyright Infringement

The DMCA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is our policy to respond to notices and counter-notices that properly conform with the DMCA’s requirements. Accordingly, notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see the Copyright Office’s web page at www.copyright.gov for details of the current DMCA requirements.

If you believe in good faith that materials hosted on the Site infringe your copyright, you (or your agent) may send us a written notification pursuant to the DMCA, by providing our DMCA Agent with the information listed below (and as further set forth in 17 U.S.C. § 512(c)(3)) and requesting that the material be removed or access to it blocked:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and/or electronic mail address.

  • A statement that the complaining party has 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.

  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Claims of infringement which include the above required information must be submitted via e-mail to the Designated Agent as follows: legal@proshop.inc

Upon receiving a proper notification of copyright infringement as described above, we will remove or disable access to the allegedly-infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the counter-notification procedure, as described in, and required by, The Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512. If we receive a valid counter-notification, we will restore the removed or disabled material after ten (10), but no later than fourteen (14), business days from the date on which we receive the counter-notification, unless our Copyright Agent first receives notice from you, as the party filing the original notification of copyright infringement, informing us that you have filed a court action to restrain infringement of the material in question.

Limitation of Warranties and Remedies

The Site is provided to you “as is.” We make no promises that the Site is accurate, complete, reliable, current, secure or error-free; that it will operate or be accessible without interruption; or that the Site will be free from viruses or other harmful components. You use the Site at your own risk.

WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. SOME STATES DO NOT ALLOW DISCLAIMER OF WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.

Without limiting the foregoing, you understand and acknowledge that Pro Shop Holdings, Inc. shall not be liable to you for:

  • Any indirect, incidental, special, consequential, punitive or exemplary losses which may be incurred by you arising out of your use of, or inability to use, the Site or its Content, including any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; or

  • Any loss or damage which may be incurred by you as a result of: (i) any reliance placed by you on the completeness, accuracy or existence of any Content or advertising on the Site; (ii) any changes that Pro Shop Holdings, Inc. may make to the Site or Content for any permanent or temporary cessation in the provision of the Site (or any features within the Site); (iii) the deletion of, corruption of, unauthorized access to, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Site; (iv) the use of any Content or information obtained from the Site;or (v) any other matter relating to the Site, Content, or Feedback.

The limitations on Pro Shop Holdings, Inc.’s liability to you in this section shall apply whether or not Pro Shop Holdings, Inc. has been advised of or should have been aware of the possibility of any such losses arising, and will survive these Terms and your use of the Site.

IF YOU ARE DISSATISFIED WITH THE SITE OR TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification by You

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Pro Shop Holdings, Inc. and its officers, owners, employees and agents, from and against all claims, actions, liabilities, damages and expenses (including court costs, legal fees, and amounts paid in settlement) by any third party arising out of or relating to (a) your use of and access to the Site; (b) any actual or alleged violation of these Terms by you; (c) the use by any other persons accessing the Site through your device, internet connection, or otherwise with your permission;or (d) any allegation that any materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party. You will cooperate as fully as reasonably required in the defense of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you (in which case, you agree to cooperate with our defense).

How Disputes are Resolved and What Law Applies

If you and we have any sort of legal dispute or claim arising out of or relating to your use of the Site, and it can’t be resolved by friendly discussion, then you agree that it will be submitted to final and binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

Exceptions: Notwithstanding the language above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) bring an individual action in small claims court; (B) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (C) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (D) to file suit in a court of law to address an intellectual property infringement claim.

Arbitration Rules: Arbitration under these Terms will be conducted in Ponte Vedra, Florida, under the Commercial Arbitration Rules then in effect of the American Arbitration Association, by a single arbitrator selected under such rules. The arbitrator will have full power to subpoena and to fashion appropriate remedies, including to grant equitable, injunctive and/or declaratory relief. Neither punitive damages nor trebled or otherwise escalated damages shall be awarded. Florida law shall govern. Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement thereof as the law of such jurisdiction may require or allow. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice and Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by e-mail (“Notice”). Our e-mail address for Notice is: legal@proshop.inc. We may send any Notice to the email address provided in the Notice or by other reasonable means of communication. The Notice must: (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by us prior to selection of an arbitrator, we will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by us in settlement of the dispute prior to the arbitrator’s award; or (iii) $15,000.

Fees: If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Ponte Vedra, FL, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (A) solely on the basis of documents submitted to the arbitrator; (B) through a non-appearance based telephone hearing; or (C) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this subsection is found to be unenforceable or if the entirety of this Dispute Resolution and Arbitration section is found to be unenforceable, then the entirety of this Dispute Resolution and Arbitration section will be null and void.

Opting Out: You can choose to reject this agreement to arbitrate by e-mailing us a written opt-out notice (“Opt-Out Notice”) to legal@proshop.inc. The Opt-Out Notice must be received by 11:59:59 p.m. Eastern Time (“ET”) no later than thirty days after the date you accept these Terms for the first time. You must provide your name, address (including street number and address, city, state, and zip code), phone number, and the email address to which the opt-out applies. You must expressly state that you reject the agreement to arbitrate in these Terms and must include a typed signature for the Opt-Out Notice to be effective. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms will continue to apply. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Modifications to this Arbitration Provision: Except as otherwise provided in these Terms, if we make any future change to this arbitration provision, other than a change to our address for Notice, then you may reject the change by sending us written notice within 30 days of the change to our address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and us.

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Other provisions

The waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms, and our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of Site. You agree that we may assign or sublicense any of our rights, and/or transfer, subcontract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign them to any third party. These Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Site, superseding any prior agreements or statements between you and us with respect to the subject matter hereof.

The Site is controlled and operated from within the United States. Without limiting anything else, Pro Shop Holdings, Inc. makes no representation that the Site, Content, information or other materials available on, in, or through the Site is appropriate or available for use in locations outside the United States, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws.

Any questions about these Terms should be sent to us via e-mail at legal@proshop.inc.