Terms of Use

Thank you for choosing Instream LLC (“Instream,” “we,” “our,” or “us”). This Terms of Use agreement (the “Terms”) is a legal agreement between you and Instream and governs your use of the Services. “Services” means instreamconnect.com, the Instream Club Portal at app.instreamconnect.com, our social media pages and other digital media (together, the “Site”), and any products and services we provide to you. By using our Services you (also “you” or “your” or “user”) agree to be bound by these Terms, and to the extent you accept on behalf of an organization or another individual, you represent and warrant that you are authorized to bind them.

Before accessing the Services, please read these Terms carefully, as they (among other things) limit the remedies available to you in the event of a dispute. By using our Services, including creating an account, you agree to be legally bound by all terms and conditions herein. Your acceptance creates a legally binding contract between you and Instream. If you do not agree with any aspect of these Terms, do not use the Services.

Services agreements control

Paid connectivity services — event deployments, field kits, and any subscription or managed-service arrangement — are provided under a separate written agreement, quote, statement of work, or order form between Instream and your organization (a “Services Agreement”). These Terms govern your use of the Site and portal and apply alongside any Services Agreement. If a Services Agreement conflicts with these Terms, the Services Agreement controls for the services it covers.

Privacy Policy

By accessing or using our Services, you acknowledge that you have read our Privacy Policy, which describes our collection, use, and disclosure of Personal Information (as defined there). By accessing our Services you represent and warrant that: (a) you have not previously been suspended or removed from the Services; (b) you do not have more than one Account (defined below) with us; and (c) you have the full power and authority to enter into these Terms.

Additional guidelines and modifications

When using the Services you will be subject to any additional posted guidelines or rules applicable to specific services, offers, and features that we communicate from time to time (“Guidelines”). All Guidelines are incorporated into these Terms by reference. Additional or different terms may apply to products or services provided through our partners; you should review those before using them.

We may make modifications, deletions, or additions to these Terms (“Changes”) at any time. Changes will be effective: (a) thirty (30) days after we provide notice of the Changes, whether through the Services or through another channel such as the email address, mailing address, or phone number you have provided; or (b) when you opt in or otherwise expressly agree to the Changes, whichever comes first.

Accounts

Some aspects of our Services require an account (“Account”). Portal Accounts are created by invitation — from Instream, or from an administrator at your organization — and are not available through public sign-up. You must be at least the age of majority in your state or province of residence to hold an Account.

All information you provide to Instream or its vendors, agents, associates, or partners is subject to our Privacy Policy or the relevant third-party privacy notice. Each Account, and the rights and privileges provided to Account holders, is personal and non-transferable. If you create an Account, you agree to: (a) provide accurate, current, and complete information as prompted by any registration or sign-in flow (“Registration Data”); (b) maintain the security of your sign-in credentials and of the email inbox used to access your Account; (c) keep your Registration Data accurate and up to date; (d) accept the risks of unauthorized access to information you provide to us; and (e) notify us immediately of any unauthorized use of your Account or other breach of security.

If you invite or administer other users on behalf of your organization, you are responsible for those invitations and for promptly removing people who should no longer have access to your organization’s data.

Electronic communications and text messages

You consent to receive communications from Instream electronically, including by email and — if you opt in — by text message. These may include notices about your Account, sign-in links, service and deployment information, and other transactional notices. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing, and you should keep copies. You cannot opt out of essential transactional messages about your Account or a booked event, though you may close your Account.

Instream Alerts (SMS) program terms

Ownership and proprietary rights

The Site is owned and operated by Instream. The visual interfaces, information, graphics, design, compilation, computer code, products, software, and all other offerings and elements provided by Instream (“Instream Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and other applicable intellectual property and proprietary rights. All trademark, service mark, and trade name rights mentioned on the Site or in connection with our products or services are the property of their respective owners.

Except as expressly authorized by Instream, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, infringe upon, or otherwise make unauthorized use of the Instream Materials. Prior written permission is required for any commercial use. Any use of the Site, Instream Materials, or Services other than as authorized in these Terms — including inclusion in automated decision-making technology, machine learning, model training, profiling tools, or artificial intelligence — without our express prior written consent is strictly prohibited and will immediately terminate any license or rights granted to you. To notify us of suspected infringement, see the Copyright complaints section below.

Prohibited uses

As a condition of your use of the Site, Instream Materials, or Services, you will not use them for any purpose that is unlawful or prohibited by these Terms. Access from locations where such access is illegal is prohibited. You are responsible for complying with all applicable rules, laws, and regulations, including those concerning intellectual property, technology, data, email, payments, and privacy.

• You may not use the Site in any manner that could damage, disable, overburden, or impair it, or interfere with anyone else’s use of it, including by uploading or disseminating viruses, worms, or other malicious code.
• You may not remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Site or features that enforce limitations on its use.
• You may not attempt to gain unauthorized access to the Site, other accounts, or connected computer systems or networks through hacking, credential mining, or any other means, or attempt to access another organization’s data.
• You may not obtain or attempt to obtain any materials or information through means not intentionally made available through the Site, or use any robot, spider, scraper, crawler, or other automated device to access, data-mine, or scrape the Site or Services without our express written permission, or bypass our robot exclusion headers.
• You may not resell or make commercial use of the Site, Instream Materials, or Services; send junk or unsolicited mail, spam, chain letters, or other solicitations to other users; or collect or store personal information about other users.
• You may not use framing techniques to enclose any trademark, logo, or other Instream Materials, or use metatags or hidden text using Instream’s name or trademarks, without our prior express written consent.
• You may not use the Services for any illegal or unauthorized purpose, or encourage or promote any activity that violates these Terms.

We have the right to terminate the access, orders, and Accounts of users we believe in good faith to be violating any law or these Terms. Nothing in these Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

Your content and feedback

You are under no obligation to provide reviews, comments, suggestions, ideas, enhancement requests, feedback, or recommendations regarding us or our Services (“Feedback”). You agree that Instream alone (and its licensors, where applicable) will own all right, title, and interest, including all related intellectual property rights, in and to any Feedback you provide, and you assign such rights to Instream without any requirement for compensation or accounting, waiving any droit moral or similar rights.

If you submit any other content through the Services — messages, files, account information about your organization, or a review or testimonial — you represent and warrant that you have the lawful right to provide it, that it does not infringe anyone’s intellectual property, privacy, publicity, or other rights, and that it is not unlawful, defamatory, obscene, harassing, deceptive, fraudulent, or otherwise objectionable in our reasonable discretion. You grant Instream a nonexclusive, royalty-free, worldwide, transferable license to use such content as necessary to provide and improve the Services. If you submit a testimonial, you grant us permission to use it, in whole or in part, in marketing and promotional materials. We may remove, screen, or edit content submitted through the Services at any time, at our discretion.

Third-party services and platforms

Our Services work alongside third-party products — camera and streaming platforms such as Veo, Hudl, Trace, and BallerTV, mobile carriers, equipment manufacturers, venue networks, and other online services (“Third-Party Services”). We do not control Third-Party Services, their availability, their terms, or their performance, and their agreements and interfaces may be modified, suspended, or terminated at any time. Our Site may also contain links to third-party websites. You acknowledge and agree that Instream is not responsible and shall have no liability for Third-Party Services, third-party sites, or your use of or interaction with them. Please review their terms carefully. References to third-party platforms describe compatibility only and do not imply endorsement, partnership, or affiliation.

Availability, connectivity, and alerts

We may change or discontinue any part of the Site or Services at any time, for any reason, without notice, and we make no commitment to update the content on the Site.

Use of the Services requires an internet connection and may result in charges from your cellular or internet service provider. Instream is not responsible for those charges. Our Services depend on mobile carrier networks, radio-frequency conditions, venue conditions, power, and other factors outside our direct control. We do not warrant that connectivity will be uninterrupted, error-free, or of any particular speed, and we are not liable for any disruption, failure, or malfunction of the internet, carrier networks, venue infrastructure, or third-party service providers, nor for any unavailability or errors associated with their systems.

Errors, inaccuracies, and omissions

Occasionally information provided through the Services may contain errors, inaccuracies, or omissions relating to service descriptions, pricing, promotions, offers, and availability. The Site may also contain historical information, which is provided for reference only and is not current. The Instream Materials should never be relied upon as the sole basis for a purchasing decision, and we are not liable for decisions made based on them. We reserve the right to correct any errors and to change or update information, or cancel orders, at any time without prior notice — including after an order has been submitted — but we have no obligation to update any information on our Site.

Termination

Instream may, in its sole discretion and for any or no reason, terminate access to or use of the Services by any user at any time, and may discontinue providing access to the Site or Services, or any part of them, with or without notice. Termination may be effected without prior notice, and Instream (and its owners, officers, employees, vendors, agents, associates, suppliers, and partners) shall not be liable to you or any third party for any such termination or for any loss or harm related to your inability to access the Services.

Consistent with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating access, in appropriate circumstances and at our sole discretion, for users who are deemed repeat infringers. Suspected fraudulent, abusive, or illegal activity may be referred to law enforcement.

We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce these Terms, including investigation of potential violations; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety of Instream, its users, and the public.

Disclaimers; no warranties

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE SERVICES ARE SUITABLE FOR YOUR USE. THE SITE AND ANY MEDIA, SOFTWARE, SERVICES, PRODUCTS, APPLICATIONS, AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INSTREAM, AND ITS OWNERS, OFFICERS, EMPLOYEES, VENDORS, AGENTS, ASSOCIATES, SUPPLIERS, AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU — AND NOT INSTREAM OR ITS OWNERS, OFFICERS, EMPLOYEES, VENDORS, AGENTS, ASSOCIATES, SUPPLIERS, OR PARTNERS — ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

To the fullest extent permitted by applicable law, you release Instream and its owners, officers, employees, vendors, agents, associates, suppliers, and partners from responsibility, liability, claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 and any other statute or common-law principle that would otherwise limit this release to claims you know or suspect to exist in your favor.

Indemnification

You agree to indemnify and hold Instream, and its owners, officers, employees, vendors, agents, associates, suppliers, and partners (together the “Indemnified Parties”), harmless from any claims, losses, damages, and liabilities, including attorneys’ fees, arising out of your use or misuse of the Site or Services in violation of these Terms, your violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate in that defense. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST ANY LIABILITIES, DAMAGES, DEMANDS, LOSSES, CLAIMS, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES IN CONNECTION WITH ANY THIRD-PARTY LEGAL PROCEEDING TO THE EXTENT ARISING FROM ANY ACT OR OMISSION BY YOU IN RELATION TO PRODUCTS, SERVICES, YOUR CONTENT, OR YOUR BREACH OF THESE TERMS. Your indemnification obligations are contingent upon: (a) the relevant Indemnified Party providing you with prompt written notice of the claim (except that your obligations are not limited except to the extent they would be prejudiced by a delay); (b) the relevant Indemnified Party providing reasonable cooperation, at your expense, in the defense and settlement of the claim; and (c) you having sole authority to defend or settle the claim, provided that you obtain the relevant Indemnified Party’s written consent (not to be unreasonably withheld) before entering any settlement that admits guilt or culpability on their part or requires them to take any action.

Limitation of liability and damages

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE INSTREAM MATERIALS, THE SITE, OR THE SERVICES, OR FROM ANY OTHER INTERACTIONS WITH INSTREAM, EVEN IF INSTREAM OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU; IN SUCH CASES THE INDEMNIFIED PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO INSTREAM IN THE MONTH IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY ITEMS OR SERVICES SOLD TO YOU BY THIRD PARTIES AND RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INSTREAM AND YOU.

Dispute resolution

You and Instream will negotiate in good faith to resolve expeditiously, on a mutually acceptable basis, any dispute that may arise between appropriate personnel for each. You and Instream may, by mutual consent, retain an arbitrator to aid in resolving a dispute; the costs of the arbitration will be borne equally, except that each party is responsible for its own expenses. Should a dispute not be resolved under this paragraph, you and Instream agree to submit to the exclusive jurisdiction of the courts located in Clackamas County, Oregon, and you consent to the personal jurisdiction of those courts for the purpose of litigating any such action.

YOU AND INSTREAM EACH AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU AGAINST INSTREAM OR ANY OF ITS OWNERS, OFFICERS, EMPLOYEES, VENDORS, AGENTS, ASSOCIATES, SUPPLIERS, OR PARTNERS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE AND/OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

CLASS ACTION WAIVER. YOU AND INSTREAM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND INSTREAM AGREE OTHERWISE, ANY ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.

Miscellaneous

Governing law

These Terms are governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any principles of conflicts of law. EACH OF YOU AND INSTREAM KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER HAS REPRESENTED THAT THE OTHER WOULD NOT SEEK TO ENFORCE THIS WAIVER, AND ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT TO ENTER INTO THESE TERMS.

Notice

Except as explicitly stated otherwise, legal notices shall be served on Instream at the address below, or by Instream to the email address you provide. Notice is deemed given twenty-four (24) hours after it is sent by email, unless the sender is notified that the email address is invalid. Alternatively, at our discretion, we may give you legal notice by mail to the mailing address you provided, in which case notice is deemed given three (3) days after the date of mailing.

Force majeure; waiver

Instream is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure or delay in performing its obligations due to an event of force majeure — any event or circumstance beyond our reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, severe weather or other natural disaster, strike or labor conditions, material or equipment shortage, epidemic, disease, denial-of-service attack, government action, or failure of utilities, carrier networks, transportation facilities, or communication or electronic systems. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions.

Severability, assignment, headings, entire agreement

If any provision of these Terms is unlawful, void, or unenforceable, that provision is severable and does not affect the validity and enforceability of the remaining provisions. These Terms and the rights and licenses granted here may not be transferred or assigned by you, but may be assigned by Instream without restriction. Headings are for convenience only and do not limit or affect any provision. These Terms, as revised or supplemented by Guidelines or amendments at our discretion, together with any applicable Services Agreement, are the entire agreement between us relating to their subject matter. Except as otherwise provided here, these Terms are intended solely for the benefit of the parties and do not confer third-party beneficiary rights. All provisions that by their nature are intended to survive termination — including payment obligations accruing before termination — will survive.

Copyright complaints

If you believe anything on our Site infringes a copyright you own or control, you may file a notification with our designated agent:

• Designated agent: Copyright Agent, Instream LLC
• Address: 10824 SE Oak St., Suite 228, Milwaukie, OR 97222
• Telephone: (503) 410-5001
• Email: info@instreamconnect.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that material or activity is infringing, you may be liable for damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as a result of our relying on that misrepresentation.

Disclosures and contact information

The Site is operated by Instream LLC, 10824 SE Oak St., Suite 228, Milwaukie, OR 97222, email info@instreamconnect.com, phone (503) 410-5001.