Other Important Notes about this policy:
For users based in the EEA, additional terms and conditions will apply, as set forth under the heading Location-Specific Disclosures.
For users based in the EEA, to submit an account deletion request, data removal request, data access request, and any other related data inquiries, please use one or more of the following resources.
- Submit a data request to our MapMyFitness Customer Happiness team.
- Submit a data request to our UnderArmour.com Customer Service team.
- Please visit our Preference Center to unsubscribe from UnderArmour.com or MapMyFitness marketing emails.
- To delete or remove your account on your own, please see the following guides.
- To correct or update your profile information, please see the following guides.
- To recover or update your account password, please see the following guides.
- For users based in the EEA, to submit an account deletion request, data removal request, data access request, and any other related data inquiries, please use one or more of the following resources.
For users from Turkey, our distributor in Turkey operates a separate website http://www.underarmour.com.tr.
For users from Japan, our distributor in Japan operates a separate website http://www.underarmour.co.jp.
Terms and Conditions of Use
Effective Date: May 20, 2018
Under Armour, Inc. and Under Armour Europe B.V., as well as its affiliates and subsidiaries, including UA Connected Fitness, LLC (collectively referred to throughout as “Under Armour,” “we” or “us”), offer a variety of products and services, including the Under Armour-branded fitness and wellness related websites and applications (“MapMyFitness,” etc.), wearables, devices, and other hardware, and content; our e-commerce websites and applications (“Under Armour Shopping”); and all other current and future digital products and service offerings we make available, including any products services, and content provided in collaboration with our partners (collectively, the “Services”).
Please note the summaries in shaded boxes at the top of most sections are provided to make the Terms easier to understand. In the event of a conflict between any summary and any section of the Terms, the Terms will control.
Please feel free to contact us through our Support Team if you have any questions or suggestions.
1. Use of the Services and Your Account
1.1 Who can use the Under Armour Services
You must be at least 18 to use Under Armour Shopping (unless otherwise specified in the International Terms section applicable to specific jurisdictions). If you are between the ages of 13-18, you may use our other Services (excluding Under Armour Shopping) only with the supervision and consent of a parent or guardian. No individual under these age limits may use the Services, provide any Personal Data to Under Armour, or otherwise submit Personal Data through the Services (e.g., a name, address, telephone number, or email address).
1.2 Your Account
You may need to register for an Under Armour account to access or use certain Services. Your account may also automatically provide you access and means to use any new Services.
When you create an account for any of our Services, you must provide us with accurate and complete information as prompted by the account creation and registration process, and keep that information up to date. Otherwise, some of our Services may not operate correctly, and we may not be able to contact you with important notices.
You are responsible for maintaining the confidentiality of any and all actions that take place while using your account, and must notify our Support Team right away of any actual or suspected loss, theft, or unauthorized use of your account or account password. We are not responsible for any loss that results from unauthorized use of your username and password.
If you are a resident of the European Union: You have the right to delete your account with us by contacting our Support Team. If you choose to permanently delete your account, the non-public Personal Data that we have associated with your account will also be deleted.
1.3 Service Updates, Changes and Limitations
The Services change frequently, and their form and functionality may change without prior notice to you.
We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Service may not work properly if you do not allow such Updates and you expressly consent to automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. In addition, we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
1.4 Service Monitoring and Suspension
We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or in any way related to the Services (including inviting a fellow user into a community or group), as well as any user’s use of or access to Personal Data, and profiles of other users.
We may also deactivate, terminate or suspend your account or access to certain Services at any time: (1) if we, in our sole discretion, determine you are or have been in violation of these Terms or the spirit thereof (as highlighted in our Community Guidelines), (2) if we, in our sole discretion, determine you have created risk or possible legal exposure for Under Armour, the general public, any third party, or any user of our Services, (3) in response to requests by law enforcement or other government agencies, (4) upon discontinuation or material modification of any Services, or (5) due to unexpected technical issues or problems. We will endeavor to notify you by email or the next time you attempt to access your account after any such deactivation, termination or suspension.
We care about the security of our users. While we work hard to protect the security of your Personal Data, User-Generated Content, and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify our Support Team immediately of any actual or suspected breach or unauthorized access or use of your account.
2. Ownership and Use of Content
For purposes of these Terms, (i) “Content” means any form of information, data or creative expression and includes, without limitation, video, audio, photographs, images, illustrations, animations, tools, text, ideas, communications, replies, “likes,” comments, software, scripts, executable files, graphics, maps, routes, geo-data, workouts and workout data, biometric data and data elements derived therefrom, training plans, sleep activity, annotations, nutrition information, recipes, interactive features, designs, copyrights, trademarks, service marks, branding, logos, and other similar assets, patents, sounds, applications and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Services; (ii) “User-Generated Content” means any Content that a user submits, transfers, or otherwise provides to or through the use of the Services; and (iii) “UA Content” means all Content that is not User-Generated Content.
All UA Content and all copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services belong to Under Armour and/or its partners or applicable third parties. Each user retains ownership, responsibility for, and/or other applicable rights in the User-Generated Content that he/she creates, but grants a license of that User Generated Content to Under Armour as explained in Section 2.5 below. Under Armour and/or its partners or third parties retain ownership, responsibility for and/or other applicable rights in all UA Content. Except as expressly provided in the Terms, nothing grants you a right or license to use any UA Content, including any content owned or controlled by any of our partners or other third parties. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Services unless specifically authorized in writing by Under Armour.
2.3 Our License to You
Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and UA Content for your own personal, noncommercial purposes, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, transfer or otherwise commercially exploit any right in the UA Content or Services.
2.4 Acceptable Usage Guidelines
2.4.1 UA Content. Except as expressly permitted by applicable law or authorized by Under Armour, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services’ software, or any UA Content offered as part of the Services (other than User-Generated Content), in whole or in part. You shall not download, copy, or save UA Content, except (i) as expressly permitted by the functionality of certain Services (e.g., printed maps) as provided for in the specific guidelines and/or additional terms applicable to those Services, or (ii) solely for personal use or your records.
2.4.2 Commercial Usage of the Services. The Services, with the exception of certain products and services provided though the Under Armour-branded websites and certain widgets we make available as tools for website owners (collectively, the “Commercial Tools”), are intended only for your personal, non-commercial use. You shall not use the Services (other than certain Commercial Tools) to sell a product or service, increase traffic to your own website or a third-party website for commercial reasons (such as advertising sales), or otherwise undertake any endeavor aimed at deriving revenue. For example, you shall not take the results from a search of the Services and reformat and display them, or mirror our home pages or results pages on your website. Moreover, you shall not “meta-search” our Services. If you seek to make commercial use of the Services other than through the Commercial Tools, you must enter into an agreement with us to do so in advance. To learn more about the Commercial Tools, please visit our Developer Portal. By using any of the Commercial Tools, you acknowledge and agree to the Terms and any additional terms and conditions applicable to those select Services.
2.4.3 Linking to the Services. If you would like to link to our Services on your website or application, please follow these rules: (i) any link to the Services must be a text only link clearly marked “Under Armour” (without the use of any other trademark, logo copyright or any other intellectual property asset owned or controlled by Under Armour) or in some other format directed by Under Armour, (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with our marks, (iii) the link must “point” to the root domain name of the Services and not to other pages within the Services, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Under Armour, (v) when selected, the link must display the Service on full-screen and not within a “frame” on the linking website or service, and (vi) Under Armour reserves the right to revoke its consent to the link at any time and in its sole discretion, and upon our notification to you of such revocation of consent, you agree to promptly remove the relevant link.
2.5 Your License to Us
When you provide User-Generated Content to Under Armour through the Services, you grant Under Armour and our users a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform to the requirements of any networks, devices, services, or media through which the Services are available), commercialize, create derivative works of, and otherwise exploit such User-Generated Content in connection with any and all Services. You acknowledge and agree that: (a) we have the right to arrange the posting of User-Generated Content in any way we desire; (b) Under Armour has no obligation to provide you with any credit when using your User-Generated Content, but if Under Armour chooses to provide you with credit, the size and placement of the credit is at our sole discretion; and © you are not entitled to any compensation or other payment from us in connection with the use of your User-Generated Content.
We reserve the right to monitor, remove or modify User-Generated Content for any reason and at any time, including User-Generated Content we believe violates these Terms, the Community Guidelines, and/or our policies.
You agree you will respect the intellectual property rights of others. You represent and warrant you have all the necessary rights to grant Under Armour the foregoing license for all User-Generated Content you submit in connection with the Services and will indemnify us for any breach of this representation and warranty.
2.6 Spreading the Word
We hope you enjoy using our Services and encourage you to share your enthusiasm for them with your friends. If you elect to use the features in our Services to tell a friend about the Services, we will ask you to provide your friend’s email address or social media profile, which we may then use to contact your friend about the Services. We may store the information you provide for a period of time, but we will not post this information publicly. You represent and warrant that you are authorized to provide any third-party contact information that you provide to us for referrals and will indemnify us for any breach of this representation and warranty.
2.7 Content Retention
2.8 User-Generated Content and Eligibility to Participate in Certain Sports Organizations
Certain sports organizations have rules on amateurism and eligibility that could potentially be implicated if you post User-Generated Content within the Services, even if you believe it is noncommercial in nature. It is your responsibility to determine whether posting such content within the Services will affect your eligibility to participate in any sport under any applicable rules of any sports organization.
2.9 Your Feedback
If you choose to submit comments, ideas or feedback, you should submit the idea through our Idea Submission website, and you agree that we are free to use the ideas you submit without any restriction or compensation to you. By accepting your submission, Under Armour does not waive any rights to use similar or related feedback previously known to Under Armour, developed by our employees, or obtained from sources other than you. You certify and represent that the information or feedback you submit to us through the Services is not confidential or proprietary information.
3. Community Guidelines
3.1 Interactive Areas
Some of our Services may include reviews, discussion forums, conversation pages, blogs or other interactive areas or social features that allow you and other users to post User-Generated Content and interact with one another (“Interactive Areas”). You are solely responsible for your use of the Interactive Areas and for any User-Generated Content you post, including the transmission, accuracy and completeness of the User-Generated Content. As the Interactive Areas are often public, you understand your User-Generated Content may be made and remain public. You should, accordingly, never post any Personal Data in an Interactive Area.
We are entitled, but have no obligation, to monitor our community features. You are solely responsible for your interactions with other users, whether online or in person, including but not limited to comments, challenges, and friendly competition. We assume no responsibility or liability for any loss or damage resulting from any interaction with other users who employ the Services, individuals you meet through the Services, or individuals who find you because of Content posted on, by or through the Services. Under Armour is under no obligation to become involved in and disclaims all liability related to any disputes between its users and you release Under Armour from all responsibility and liability arising our of or in connection with such dispute.
3.2 Community Guidelines
Our Services are intended to create a safe and supportive community for all users. To maintain a safe and positive environment, we require everyone to agree to and follow certain rules (the “Community Guidelines”) when posting User-Generated Content and using the Services. Our Community Guidelines are based in many instances on principles of applicable law. Violations of our Community Guidelines accordingly may expose you to criminal charges and civil liability. By using the Services you agree that your User-Generated Content and use of the Services, including without limitation the Interactive Areas, will not violate the Community Guidelines. If you violate the Community Guidelines, we reserve the right to terminate your access to the Services.
No Inappropriate Content. Don’t post Content that is stalking, threatening, hurtful, harassing, abusive, or embarrassing to other members of the community. No derogatory references to sex, gender, age, weight, body type, disability, ethnicity, religion, or sexual orientation, or endorsement of violence against any person or group, even if couched in humor, will be permitted. This includes expressing stereotypes about any group or community. Don’t post Content that is defamatory, obscene, pornographic, offensive, hateful, inflammatory, or that promotes sexually explicit material. You can respectfully disagree with a message, post or topic, but please do not attack other users by mocking or insulting them. If you are attacked by another user, and you reciprocate, you may also be subject to the same consequences.
No Hijacking, Trolling, or Flame-baiting. If you are participating in our forums, please stay on-topic in an existing thread, and post new threads in the appropriate forum. Taking a thread off-topic is considered hijacking. This includes posts that provoke or are intended to incite uproar.
No Promotion of Unsafe Weight-Loss Techniques or Eating Disorders. Use of the Services to promote, glamorize, or achieve dangerously low levels of eating is not permitted. Accordingly, please do not contribute the following types of Content, which may be removed without warning:
Content intended to promote potentially unsafe or controversial weight loss products or procedures, including non-medically prescribed supplements or MLM.
Profiles, groups, messages, posts, or wall comments that encourage anorexia, bulimia, or very low calorie diets. This includes positive references to ana/mia, purging, or self-starving.
Photos intended to glamorize extreme thinness.
No Harm to Minors. Don’t use the Services in a way that harms minors (or anyone, really).
No Disruptions, Exploits, or Resource Abuse. Do not interfere with or damage operation of the Services, including through unauthorized use, disruption, automated attacks, exploitation, or abuse of our resources
No Sending Spam and Junk Mail. Don’t spam people via posts, replies, or messages.
No Illegal Content. Don’t advocate, promote, or assist any fraudulent or illegal act (e.g., violence, impersonation and computer misuse).
No Soliciting Personal Data. Please don’t post or solicit Personal Data regarding or from any third party, including photographs, telephone numbers, street addresses, last names, email addresses and passwords in the Interactive Areas.
No Public Posting of Private Conversations. Don’t publicly post an email or private message from any other user, moderator or administrator.
No Breach of Legal Duty. Don’t post Content in breach of any contractual or other legal duty owed to a third party.
No Deceptive or Fraudulent Links. Don’t post deceptive or fraudulent links. This includes links with misleading descriptions, putting the wrong “source” field in a post, setting misleading click-through links on images, or embedding links to interstitial or pop-up ads.
No Intellectual Property Infringement. Respect the intellectual property of others. If you aren’t allowed to use someone else’s proprietary work or likeness (either by license or by legal exceptions and limitations such as fair use), please don’t post it. In particular, if you have any reason to believe User-Generated Content you see on our Services is infringing your intellectual property or the intellectual property of others, please see the Intellectual Property/DMCA section of our Terms.
No Impersonating Under Armour or Others. Don’t post Content that is likely to deceive any person or be used to impersonate any person, or to misrepresent your identity or affiliation with any person, including with Under Armour. Creating an account for the purposes of deceiving other users or to work around a suspension is not permitted and will be grounds for a permanent ban from the Services.
No Automated Querying. Do not send automated queries of any sort to the systems and networks we use to provide the Services without our express written permission.
Other. Don’t post Content that contains anything that, in Under Armour’s sole determination, is objectionable or inhibits any other person from using or enjoying the Services, or that may expose Under Armour or our users to any harm or liability of any kind. Don’t post content that may damage or dilute the goodwill associated with Under Armour or our marks.
If we determine you are violating the Community Guidelines or otherwise have breached the Terms, we may take actions to address the issue, including, but not limited to, terminating your right to use the Services, removing your User-Generated Content, taking legal action against you (in which case you agree that we may recover reasonable costs and attorneys’ fees) or disclosing information to law enforcement authorities. We reserve the right to enforce, or not enforce, these Community Guidelines in our sole discretion, and they don’t create a duty or contractual obligation for us to act in any particular manner.
3.3 Reporting Objectionable User-Generated Content
While we require all of our users to comply with the Community Guidelines and reserve the right to monitor for violations, we ultimately cannot guarantee all users will comply with the Community Guidelines or these Terms at all times. If you believe any Content submitted to our Services violates the Community Guidelines, or if you know or suspect someone is misusing your User-Generated Content, please report it to the Support Team. We have the right, but not the obligation, to review and take action or remove any User-Generated Content you report. You understand and acknowledge that when you access or otherwise use the Services, you may be exposed to User-Generated Content from a variety of sources, and we are not responsible for the accuracy, usefulness, safety, legality, appropriateness, or intellectual property rights of or relating to such User-Generated Content.
We are not responsible or liable for any injury or harm to you resulting from objectionable User-Generated Content or another user’s failure to comply with our Community Guidelines.
4. Intellectual Property/ DMCA
If you believe User-Generated Content or UA Content infringes copyright or trademark under U.S. or other national law, please notify our us immediately using the contact information provided herein. It is our policy to investigate any allegations of infringement brought to our attention. Please provide us with the following information in your notice of a suspected violation:
- Identification of the material being infringed.
- Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
- Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
- A statement that the Notifying Party has a good faith belief that the material is not authorized by the owner, its agent or law.
- A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the owner.
- A physical or electronic signature of a person authorized to act on behalf of the owner of the material that has been allegedly infringed.
Your notice must be signed (physically or electronically) and must be addressed as follows:
c/o Under Armour, Inc.
1020 Hull Street
Baltimore, MD 21230
You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid. Some information provided in a notice of infringement may be forwarded to the user who posted the allegedly infringing content. In the U.S., under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Please see www.copyright.gov for more information about how to prepare or respond to a DMCA notice and/or www.uspto.gov/trademark for more information about trademark rights.
5. Third Party Links and Services
5.1 Social Networking and Logins
5.2 Third-Party Applications
You may be able to access certain third-party links, applications, content, services, promotions, special offers, or other events or activities (“Third-Party Applications”) via our Services. If you choose to access these Third-Party Applications, you may be requested to log-in and sync your accounts with such applications. You are in no way obligated to use any Third-Party Applications, your access and use of such applications is entirely at your own risk, and we have no associated liability. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available by any Third-Party Applications. As such, we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third-Party Applications.
5.3 Third Party Products
Our Services may be accessed on third-party devices or other products (“Third Party Products”), and your ability to use certain features of the Services may require you to purchase Third-Party Products (e.g., fitness trackers). While we may recommend, promote, or market the products of certain partners, we have no responsibility for your acquisition or use of any Third-Party Products, and we do not guarantee that Third-Party Products will function with the Services or will be error-free. We hereby disclaim liability for all Third-Party Products, including any Third-Party Products offered by our partners.
5.4 Third-Party Services, Activities, and Events
Our Services may include the ability to discover, access or participate in certain services, activities, or events (“Third-Party Activities”). By way of example and not limitation, you can use the Under Armour We Will site to access information about and register for third party volunteer opportunities. Third-Party Activities are offered and provided by Third Parties, not Under Armour. Your attendance at and participation in Third-Party Activities is solely at your own risk. Under Armour will not be liable for any act, error or omission of any Third Party, including, without limitation, any which arises out of or is any way connected with a user’s attendance, use of or participation in any Third-Party Activities initially discovered, booked or registered for via the Services, or the performance or non-performance of any Third Party in connection with the Services. Under Armour is not an agent of any provider of Third-Party Activities.
6. Mobile Services
6.1 Wireless Carrier and Device Considerations
To use or access our applications, you will need a compatible device. We cannot guarantee the applications will be compatible with, or available on, your device. We do not charge for use of some basic applications; however, you may need to pay fees to use certain premium applications or features. Further, your phone company’s normal messaging, data, and other rates and fees will still apply.
6.2 Text and Mobile Messaging Express Consents
By downloading or using our applications, you expressly agree we may communicate with you regarding transactions you have initiated on the Services or respond to your communications to us through the Services by SMS, MMS, text message, or other electronic means directed to your device and that certain information about your usage of the applications may be communicated to us automatically form your device. We will not send you direct messages of a marketing nature without your prior express written consent and you can opt out of receiving any marketing messages from us at any time.
6.3 Mobile Application License
We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use our applications downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the applications, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
6.4 App Stores
If you download our applications from a third-party app store (the “App Provider”), you acknowledge and agree that:
The Terms are an agreement between us, and not with the App Provider. As between Under Armour and the App Provider, Under Armour is solely responsible for its applications;
The App Provider has no obligation to provide any maintenance and support services with respect to the Under Armour applications;
In the event of any failure of the Under Armour applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between Under Armour and the App Provider, Under Armour’s responsibility;
The App Provider is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications;
If a third party claims an application infringes another party’s intellectual property rights, as between the App Provider and Under Armour, Under Armour will be responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms;
The App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the applications. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the applications against you as a third-party beneficiary thereof; and
You must also comply with all applicable third-party terms of service when using the applications.
7. Paid Services
7.1 Payment Terms
We offer certain premium versions of the Services (the “Premium Services”) for a fee. By signing up for and using the Premium Services, you agree to our Terms, and any additional terms and conditions provided here. You also agree to waive your 14-day right of withdrawal at the moment you subscribe to the Premium Services to the maximum extent permitted by applicable law, so that you are able to immediately access them.
The Premium Services provide you access to certain enhanced products, services, features and functionality (e.g., premium graphs and analysis, an ad-free browsing experience). By signing up for and using the Premium Services, including signing up for Free Trials of the Premium Services, you agree to pay any fees or other incurred charges that apply to the Premium Services (such as subscription fees).
When you sign up for the Premium Services, you must designate and provide information about your preferred payment method (“Payment Method”). This information must be complete and accurate, and you are responsible for keeping it up to date. You expressly authorize us to collect via automatic debit or ACH from your Payment Method the appropriate fees charged for the Premium Services and for any other purchases you elect to make via the Services.
You can choose to pay for the Premium Services on a monthly or annual basis. Unless otherwise stated, all fees due for the Premium Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly or annual Premium Service period, as applicable. Unless otherwise stated, Premium Services will auto-renew until you elect to cancel your access to Premium Services. All purchases of Premium Services are final and non-refundable, except at our sole discretion and in accordance with the rules governing each Premium Service.
7.2 Termination or Cancellation of Premium Services
If you do not pay the fees or charges due for your use of the Premium Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Premium Services (and may do so without notice).
You can cancel the Premium Services at any time. More information on how to cancel can be found here. Once you have cancelled your Premium Service and received confirmation, no other changes can be made to your account. The cancellation of a Premium Service will go into effect at the end of your current billing cycle, and you will have the same level of access to the Premium Service through the remainder of such billing cycle. For example, if you are billed on a monthly basis and cancel during a given month, you will be charged for the entirety of that month and maintain access to the Premium Service through the end of that month.
There are no refunds for termination or cancellation of your Premium Service. If you no longer wish to subscribe to a Premium Service, it is your responsibility to cancel your Premium Service in due time, regardless of whether or not you actively use the Premium Service.
7.3 Fee Changes
To the maximum extent permitted by applicable laws, we may change our prices for Premium Services at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Premium Service and/or by sending you an email notification. If you do not wish to pay the new prices, you can cancel the applicable Premium Service prior to the change going into effect.
7.4 Discount, Coupon or Gift Codes
If you have received a discount, coupon or gift code to a Premium Service, the following terms and conditions apply in addition to the terms and conditions of the specific code. To redeem a discount or coupon code, log in to the applicable Service and enter the applicable code to take advantage of the relevant promotion. All discounts, gift and coupon codes can only be applied when subscribing to Premium Services, and to accounts not already subscribed to Premium Services. Discount, coupon and gift codes cannot be combined with any other cash-off price, sales, promotion or coupon, and cannot be exchanged, refunded, replaced or redeemed for cash or payment of accounts. A payment method may be required to redeem a discount or coupon code. It is your own responsibility to use a discount, coupon or gift code before it expires, and expired codes cannot be refunded or extended. It is also your responsibility to terminate the Premium Service before the end of a free or discounted period if you do not want to continue with a Premium Service at the regular price. The terms and conditions of a specific discount, coupon or gift code may include additional restrictions on its use, including but not limited to the type of plan, duration of free or discounted Premium Service, coupon validity dates, and/or purchase quantities. Under Armour reserves the right to cancel discounts and coupon promotions at any time.
7.5 Free Trials
We sometimes offer free trials of our Premium Services or other promotional offers (each a “Free Trial”). A Free Trial provides you access to the Premium Services for a period of time, with details specified when you sign up for the offer.
In order to sign up for a Free Trial, you may need to provide us with your preferred Payment Method. As soon as you submit your payment details, your Free Trial will begin. You will not be charged until the Free Trial period ends.
Unless you cancel before the end of the Free Trial, or unless otherwise stated, your access to the Premium Service will automatically continue and you will be billed the applicable fees for that Premium Service using the Payment Method you provided. All incurred charges are final and non-refundable, except at our sole discretion and in accordance with the rules governing each Premium Service. We may send you a reminder when your Free Trial is about to end, but we do not guarantee any such notifications. It is ultimately your responsibility to know when the Free Trial will end if you decide you do not want to become a paying Premium Services user after the Free Trial period.
If you decide you do not want to become a paying Premium Services user, you must cancel your subscription before the end of the Free Trial period. Depending on the applicable Premium Service, you may lose access as soon as you cancel or at the end of the Free Trial period. Once you have cancelled your Free Trial and received confirmation, you cannot resume the Free Trial period even if it was not used for the entire duration of the offer.
Premium Service features and content may change at any time, and we cannot guarantee any specific feature or content will be available for the entire Free Trial period. The rates in effect when you sign up for the Free Trial will be the same when the Free Trial ends, unless we notify you otherwise. We reserve the right, in our absolute discretion, to modify or terminate any Free Trial offer, your access to the Premium Services during the Free Trial, or any of these terms without notice and with no liability. You may not sign up for more than one Free Trial of a given Premium Service at the same time, and we reserve the right to limit your ability to take advantage of multiple Free Trials.
8. Shopping and E-Commerce
Additional e-commerce terms and conditions may apply to Under Armour Shopping. You can find these terms and conditions below. We also aim to provide information about our refund, exchange, re-stocking, taxes, shipping, and related policies at or near the point of purchase. If you have questions related to Under Armour Shopping, please contact our Support Team. Please review these policies prior to making purchases through Under Armour Shopping.
9. Physical Activities and Dietary Guidance
9.1 Safety First
Under Armour cares about your safety. You should consult with your healthcare provider(s) and consider the associated risks before using our Services in connection with any physical activity, wellness or fitness program, or any dietary program or guidance. By using our Services, you agree, represent and warrant that you have received consent from your physician to participate in wellness and fitness programs, workouts, exercises or any of the related activities made available to you in connection with the Services, and that you have consulted with your physician before making any dietary changes based upon information available through the Services. Everyone’s condition and abilities are different, and participating in the activities promoted by our Services is at your own risk. If you choose to participate in these activities, you do so of your own free will and accord, knowingly and voluntarily assuming all risks associated with such activities. Activities promoted by the Services may pose risks even to those who are currently in good health.
You understand and agree that we will not carry out and are not responsible for any physical inspection, supervision, preparation, execution or conduct of any activities related to or accessed or discovered via the Services (e.g., featured, official or community created challenges; routes; friendly competitions or similar activities; any single or group training activities; any Third-Party Activities or other events or activities that utilize our Services). Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete. We encourage you to always put safety first, follow applicable traffic regulations, do not change settings on your device while in motion or in unsafe areas and always be vigilant and take stock of your surroundings when exercising.
You expressly agree that your athletic activities, which may generate the User-Generated Content you post or seek to post on or via the Services (e.g., running, walking, cycling, hiking) and certain Third-Party Activities carry certain inherent and significant risks of property damage, bodily injury, or death and that you voluntarily assume all known and unknown risks associated with these activities, even if caused in whole or part by the action, inaction, or negligence of Under Armour or by the action, inaction, or negligence of others.
Except as otherwise set out in these Terms, and to the maximum extent permitted by applicable law, we are not responsible or liable, either directly or indirectly, for any injuries or damages sustained from your physical activities or your use of, or inability to use, any Services or features of the Services, including any Content or activities you access or learn about through our Services (e.g., a Third-Party Activity such as a yoga class), even if caused in whole or part by the action, inaction or negligence of Under Armour or others. To the maximum extent permitted by applicable law, you expressly agree we do not assume responsibility for any Third-Party Activity or any other race, contest, class, athletic activity or event that utilizes or is promoted by or accessed via the Services.
9.2 Disclaimer Regarding Accuracy and Reliance on Content
We make no representations or warranties as to the accuracy, reliability, completeness or timeliness of any Content available through the Services, and we make no commitment to update such Content.
In addition, User-Generated Content, including advice, statements, or other information, including, without limitation, food, nutrition, dietary guidance, exercise or training guidance, athletic activities, and exercise database entries, are not produced by Under Armour, and should not be relied on without independent verification. User-Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User-Generated Content originated. All information is provided “as is” without any representation, warranty or condition as to its accuracy or reliability.
Not all users who may identify themselves as professional trainers or licensed dieticians are licensed in all applicable jurisdictions. Under Armour has no and assumes no obligation to verify that users who identify themselves as licensed trainers or dieticians are actually licensed. If you hold yourself out as a licensed trainer or dietician, you represent and warrant that you are actually licensed for the services you provide in the jurisdiction in which you offer your services. Users should also bear in mind that even if a user is a licensed trainer in one jurisdiction that does not mean the trainer user is licensed in the jurisdiction from which other users access the trainer user’s advice. Accordingly, relying on any advice provided by other users is at your own risk. To the extent permitted by applicable law, under no circumstances will Under Armour be responsible or liable for any loss or damage resulting from your reliance on information or advice provided by any user of our Services.
9.3 Not Medical Advice
We aim to provide useful general information for our community, not professional medical advice. The Services are not medical devices, and the data provided by them is not intended to be utilized for medical purposes or to diagnose, treat, cure or prevent any disease, ailment or injury. To the maximum extent permitted by applicable law, you expressly agree we are not providing medical advice via the Services. All Content provided through the Services, whether provided by us or by other users or third parties (even if they are claiming to be a doctor!) is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, (b) a visit, call or consultation with your physician or other medical professionals, or © information contained on or in any product packaging or label. To the extent permitted by applicable law, we are not responsible for any health problems that may result from training programs, dietary recommendations, consultations, products, or events you learn about through the Services. Should you have any health related questions, please call or see your physician or other healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately.
Your use of the Services does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between Under Armour and you.
9.4 Success Stories Not Typical
Success stories posted by users or Under Armour on our Services may not represent typical or even accurate results obtained from any particular fitness activity or diet. To the extent permitted by applicable law, Under Armour has no and assumes no obligation or liability associated with the accuracy, reliability or effectiveness of any fitness activity or dietary recommendation contained in any user success stories.
The Services are intended to provide you with information to encourage you to support your wellness and fitness activities. Some of the Services are aimed at tracking your physical movements and sleep activity (“Activity Tracking Services”). These Activity Tracking Services rely on sensors and/or GPS functionality that track your movement or body at rest. The data and information provided by the Activity Tracking Services are intended to be a representation of your activity, but may not be completely accurate, including with respect to step, sleep, speed, distance, or calorie data. By using Activity Tracking Services, you acknowledge and agree that Under Armour is not responsible or liable for any inaccuracy in such data.
If you are a resident of New Jersey or the Netherlands:
Notwithstanding anything herein to the contrary, nothing in these Terms limits or excludes our responsibility for losses or damages caused by Under Armour’s own fraud, recklessness, gross negligence or willful misconduct.
10. Modifications to the Terms and Product-Specific Terms
10.1 Updates to these Terms
Under Armour reserves the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the Under Armour websites or in our applications). Modifications will not apply retroactively unless required by law.
We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your choice to maintain an account, access or use the Services (regardless of whether you create an account with us) following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.
10.2 Product-Specific Terms
We may also require you to agree to additional terms, rules, policies, guidelines, or other conditions (collectively, “Product-Specific Terms” that are specific to certain Services (for example, the Commercial Tools). In such cases, you may be required to expressly consent to Product-Specific Terms. For instance, you might need to check a box or click on a button marked “I agree.” If any of the Product-Specific Terms are different than the Terms, the Product-Specific Terms will supplement, amend, or supersede the Terms, but only with respect to the subject matter of the Product-Specific Terms.
11. No Warranties
EXCEPT WHERE PROHIBITED BY LAW, UNDER ARMOUR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements or provide specific results, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to Content; User-Generated Content, in particular, is provided by and is solely the responsibility of the users providing that Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
12. Limitation of Liability
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall Under Armour, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; © damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or content of any third party or user of the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content, Third-party Products or Third-Party Activities accessed via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Under Armour has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of Under Armour, for any claim under these Terms, including for any implied warranties, is limited to the greater of one thousand dollars (us $1,000.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.
In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your use of the Services (including but not limited to your participation in any activities promoted by or accessed via the Services), (b) the use, disclosure, display, or maintenance of a usr’s Personal Data, © any other interactions with us or any other users of the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.
To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
If you are a resident of New Jersey: Notwithstanding anything herein to the contrary, nothing in these Terms limits or excludes our responsibility for losses or damages caused by UA’s own fraud, recklessness, gross negligence or willful misconduct.
If you are a resident of the United States or any location other than France or Germany: To the maximum extent permitted by applicable law, you agree to indemnify and hold Under Armour, its subsidiaries, suppliers and other partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, © your athletic activities in connection with the Services (including, but not limited to, athletic activities in connection with any contests, races, group activities, Third-Party Activities or other events that we may sponsor, organize, participate in, or where the Services are employed), (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any user’s Personal Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
If you are a resident of France or Germany: Notwithstanding the previous paragraph, you agree to indemnify and hold Under Armour, its subsidiaries, suppliers and other partners harmless from any claim or demand as result of your negligent or intentional behavior, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access through the Services; (b) your violation of these Terms, © your use or misuse of any user’s Personal Data, (d) any violation of the rights of any other person or entity by you, or (e) your employment of the Services to meet another user in person or to locate and attend any offline place or event. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
If you are a resident of New Jersey: Notwithstanding anything herein to the contrary, nothing in these Terms imposes an obligation for you to indemnify us from claims arising out of UA’s own fraud, recklessness, gross negligence or willful misconduct.
14. Governing Law
If you are a resident of the United States or any non-European Union location: These Terms shall be governed by and construed in accordance with the laws of the State of Maryland and controlling U.S. federal law as applicable, without regard to its conflict of law principles.
If you are a resident of the European Union: These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
15. Disputes and Arbitration, Jurisdiction and Venue
To the maximum extent permitted by applicable law, you and Under Armour agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Services under the rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration.
Any arbitration between you and us, to the extent necessary, will be conducted in Baltimore, Maryland, and you waive any right to claim that such location is an inconvenient forum. You agree not to sue us or bring arbitration in any other forum.
The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:
the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim.
You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your choice to maintain an account, access or use the Services:
You are giving up your right to have a trial by jury;
You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and
You must file any claim within one (1) year after such claim arose or it is forever barred.
If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in Baltimore, Maryland, and you and we hereby submit to the personal jurisdiction and venue of these courts.
This agreement to arbitrate will not preclude you or Under Armour from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Under Armour from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Under Armour’s intellectual property rights.
In the event of any litigation or arbitration arising from or related to these Terms, or the Services provided, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration.
If you are a resident of the European Union: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Under Armour cannot resolve, you have the right to submit a complaint through http://ec.europa.eu/consumers/odr. Other than as set out in these Terms, we do not participate in any ADR scheme.
- In addition, nothing in these Terms limits your rights to bring an action against Under Armour in the local courts of your place of domicile. All disputes arising under the Terms between you and Under Armour will be subject to the non-exclusive jurisdiction of the courts located in your place of domicile, or the courts located in the Netherlands, and you and we hereby submit to the personal jurisdiction and venue of these courts.
If you are a resident of Finland: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Under Armour cannot resolve, you have the right to submit a complaint to the local Consumer Disputes Board or other corresponding body.
If you are a resident of Denmark: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Under Armour cannot resolve, you have the right to submit a complaint to the Danish Competition and Consumer Authority (Konkurrence- og Forbrugerstyrelsen, Center for Klageløsning, Carl Jacobsens Vej 35, 2500 Valby, mail: firstname.lastname@example.org).
If you are a resident of South Korea: Notwithstanding anything in these Terms to the contrary, nothing in these Terms limits your rights to bring an action against Under Armour in the local courts of your place of domicile.
16. International Terms
If you are not a United States resident and you are accessing our Services from outside the United States, you agree to transfer certain information outside your location to us, and that you will follow all the laws that apply to you.
We provide our Services for a global community of users. Our servers and operations are, however, located primarily in the United States, and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information, including but not limited to User-Generated Content and any Personal Data, to and in the United States and/or other countries; (ii) if you are using the Services from a location embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or make use of the Services; and (iii) you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the location in which you reside and the location from which you access the Services. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or location where such distribution or use would be contrary to law or regulation, or which that would subject Under Armour or its affiliates to any registration requirement within such jurisdiction or location.
If you are a resident of the European Union, Hong Kong (SAR of China), Russia, New Zealand or South Korea: Notwithstanding anything in these Terms to the contrary, please note that certain jurisdictions may not allow the waiver or limitation of certain warranties, liabilities or damages under mandatory law, so some of the exclusions and limitations in these Terms may not apply to you. Nothing in these Terms limits or excludes our responsibility for (1) fraudulent representations made by us, (2) death or personal injury caused by our negligence or willful misconduct, or (3) non-execution of any material contractual obligation.
If you are a resident of New Zealand: Notwithstanding anything in these Terms to the contrary, nothing in these Terms limits or excludes our liability or your rights if you are a consumer for the purposes of the Consumer Guarantees Act 1993, or the Fair Trading Act 1986.
If you are a resident of Germany, France, Austria or Finland: Notwithstanding anything in these Terms to the contrary, the qualifier “to the maximum extent permitted by law” and other qualifiers of similar effect shall be deemed to be deleted from the Terms everywhere it appears and shall have no force and effect.
If you are a resident of Japan: Notwithstanding anything in these Terms to the contrary, nothing in these Terms limits or excludes our liability or your rights if you are a consumer for the purposes of the Consumer Contract Act.
If you are a resident of South Korea: Notwithstanding anything in these Terms to the contrary, any modification to these Terms will be announced on the website prior to the effective date thereof; provided if you do not express intent to refuse such modification or change after a reasonable period of time following such announcement, it is deemed that you have consented to such modification or change.
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation Sections 2 (Ownership and Use of Content), 9 (Physical Activities and Dietary Guidance), 11 (No Warranties), 12 (Limitations of Liability), 13 (Indemnification), 15 (Disputes and Arbitration, Jurisdiction and Venue), and 17 (Survival).
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms and any Product-Specific Terms constitute the entire agreement between you and us with respect to your use of the Services.
Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.
Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
19. Contact Us
If you have any feedback, questions or comments about the Services, please contact our Support Team by email, by phone at 1-888-727-6687, or by mail at: Under Armour, 1020 Hull Street, Baltimore, MD 21230 (USA), and include the subject as “Attn: Legal - Terms and Conditions of Use”. Please be sure to include in any email or postal mail your full name, email address, postal address, and any message.
Appendix A: Under Armour Shopping
By shopping with us using Under Armour Shopping, you agree to these terms and conditions. These terms and conditions apply to all offers and agreements in connection with the online sale and delivery of Under Armour apparel, shoes and accessories (“UA Apparel”), but excluding digital products and services (e.g., Premium Memberships), which are expressly addressed in Section 8 of the Terms above. Accordingly, the specific terms and conditions set forth below apply when you order any UA Apparel (i) from underarmour.com, or UA.com, of any of its country extensions; (ii) from any site that is directly connected to UA.com; or (iii) any Under Armour e-commerce or shopping application (collectively, “Under Armour Shopping”).
(a) Account Registration
An account is not required to shop via Under Armour Shopping. To make online shopping faster and easier, however, you may register for an account with us on one of our websites or applications. Please confirm your email address when creating your account as we will use the email address on file to contact you. If you have an account, you will have the ability to track shipments, view past orders, and quickly access your shipping and billing information with a username and password. If you do not want to set up an account, you can still purchase from Under Armour Shopping as a “Guest.”
(b) Online Availability
When shopping, once you’ve selected the item you wish to purchase you can determine what color/size is in stock by first selecting the color (1.Select Color), and then the size (2.Select Size). If the size you want is not listed for the selected color, it is not available. Although Under Armour Shopping is designed to feature “real-time” inventory levels so that only in-stock items are visible and available for purchase, we may experience shortages of stock due to overwhelming popularity of a particular style, color or size, and cannot guarantee that items which appear to be in stock are actually available. If the item you would like to purchase is currently out of stock, we apologize for the inconvenience and encourage you to call our customer service line so that we may help you find a similar product.
© Locating the Style Number
If you are looking for a product’s style number, it is located inside your garment on a small white tag. It will read, for example, FW081100200 or on older styles FW060375. The first four characters reference the season of the style (ex. FW06=Fall/Winter 2006) (although, depending on region, the style number for some products may not include the first four characters) and the last seven (on new styles) or four (on older styles) characters reference the style number. You can search this style number on our Services to find exactly what you are looking for. If no results are found, the style may no longer be manufactured by Under Armour. Please contact our customer service team for assistance in finding a replacement product.
(d) Ordering and Changes to Orders
When you place an order we will send a confirmation email to the address you have provided. If you are using your workplace email address, be aware that many corporations use spam filters to disqualify incoming automated emails, which could hamper delivery of our confirmation email to you or send it to junk mail.
The “confirmation” stage sets out the final details of your order. Following this, we will send you an order acknowledgement email detailing the products you have ordered. Please note that this email is not an order confirmation or order acceptance from Under Armour. Acceptance of your order and the completion of the contract between us will occur upon our dispatch to you of the products ordered, unless we have notified you that we do not accept your order or you have cancelled it.
Due to the close time frame between order and shipment, it is difficult to make changes once your order has been placed. However, if you contact us within an hour of placing your order and we will attempt to facilitate a change.
Sales Tax and similar taxes, such as value added tax (“VAT”), are calculated using local and national rates depending on where you are located. Where VAT is applicable, you will be charged at the local rate and it will be included in the product price.
Under Armour reserves the right to supplement the list of acceptable forms of payment for Under Armour Shopping. We may require credit cards and debit cards to be issued by an institution in the jurisdiction in which you are located, and those forms of payment must be linked to a billing address in the same jurisdiction. For most jurisdictions, you must ensure that the billing address on file with the credit or debit card-issuing bank is the same billing address you enter when ordering. We do not accept personal checks, money orders or cash payments online.
Because Under Armour does not charge for items until they ship, we may use a pre-authorization process to reserve your products for shipment. In order to avoid unnecessary overdraft charges, a method called a “pre-authorization” is often used by banks to verify that the credit/debit card in use is valid and has sufficient funds. Please note that the transaction description will show up on your statement as “UNDER ARMOUR.” Most authorizations expire within five to seven days; however, the issuing bank ultimately determines the length of the authorization. The final credit or debit card charge will only reflect the value of your shipped merchandise plus applicable shipping and taxes. If you have any further questions, please do not hesitate to call our customer service team.
If you are experiencing problems with payment, please contact our customer service team-a member of our team will be happy to assist you.
(g) Delivery and Shipping
There are some locations that we cannot ship to, and we do not ship to post office boxes, so please confirm that we can deliver to you before placing your order.
The estimated delivery time and shipping costs for each order will be presented at checkout. While we make every effort to deliver goods within the estimated timelines, delays occasionally occur. Under Armour shall not be liable for any delay or failure to deliver goods within estimated timelines.
Under Armour reserves the right to require goods to be signed for by an adult aged 18 years or over upon delivery. It is not always possible for customers in one jurisdiction to purchase from Under Armour Shopping in another jurisdiction. Please visit our local website to see what stock is currently available to you.
You will generally receive a tracking number via email once your package has been shipped. You can also find your tracking number(s) by logging into your account and entering the Order Number from your order confirmation email to track your package. Please allow two to four business days between placing your order and using the tracking tool.
If you tracked your order on our website and received the message that your order is “in transit”, this simply means that your order is being processed for shipment, or that the tracking information has not yet been updated with the shipping carrier. It typically takes two to four business days for the carrier to receive our tracking information.
We strive to ship all items in an order together, but we reserve the right to deliver your products in separate shipments if one or more items are unavailable at the time of initial shipment. In the event that we split your order into more than one shipment, you will not be charged separate shipping costs for each shipment. Further, each shipment will have a confirmation/tracking email. If we experience an issue fulfilling one part of your order, that will not serve as a basis for canceling any of the other items included in that order.
Any orders that are delivered to you will become your property at the time that you receive them, provided that Under Armour has received full payment for the order.
(h) Cancellations, Exchanges and Refunds
The cancellation, exchange and refund policies and procedures that apply to your order may vary depending on where you are accessing Under Armour Shopping. For additional information about the policies that apply to a particular order, please review the policies listed in the Customer Service and Additional E-Commerce Terms section of the local website that you used to place the order.
(i) Conflicts of Terms; Governing Law
To the extent these Under Armour Shopping terms are inconsistent with the Terms, these Under Armour Shopping terms will supersede and prevail with respect to your Under Armour Shopping orders and use of Under Armour Shopping. To the extent these Under Armour Shopping terms are inconsistent with the terms of the local website used to place your order, the terms of the local website will supersede and prevail with respect to your Under Armour Shopping orders and use of Under Armour Shopping.
If you are a resident of Indonesia, Malaysia, Philippines, Singapore, or Hong Kong The ecommerce sites www.underarmour.co.id, www.underarmour.com.my, www.underarmour.com.ph, www.underarmour.com.sg, and www.underarmour.hk are operated by UA Sports (S.E.A.) Pte. Ltd., Suntec Tower One, #25-01, 7 Temasek Boulevard, 038987, Singapore, Company Registration No.: 201331463M. UA Sports (S.E.A.) Pte. Ltd. is an Affiliate of Under Armour, Inc., and operates the on-line brand stores of Under Armour in Indonesia, Malaysia, Philippines, Singapore and Hong Kong.
If you are a resident of South Korea: The Under Armour contracting party for Under Armour Shopping is Under Amour Korea, Ltd. You must be at least 14 to use Under Armour Shopping. If you are between the ages of 14 and 18, you or your legal representative may cancel the applicable sales contract created pursuant to Under Amour Shopping if your legal representative has not consented to such sales contract.
If you are a resident of Japan:
You must be at least 20, or obtain your parent’s consent if you are 19 or younger, to use Under Armour Shopping.
For Japanese users shopping on http://www.underarmour.co.jp, only those terms and conditions that are valid under Japanese law will apply, together with any different or additional terms and conditions which are required under Japanese Law.
Certain of the e-commerce terms and conditions set forth in this Appendix A: UA Shopping do not pertain to Japanese users who purchase UA Apparel from our Japanese distributor Dome Corporation at http://www.underarmour.co.jp and the e-commerce terms and conditions set forth in the Dome User Guide will apply.
In the case of a conflict or inconsistency between the terms and conditions of this Appendix A: UA Shopping and the Dome User Guide, the Dome User Guide will supersede and prevail over the conflicting or inconsistent terms and conditions in Appendix A: UA Shopping.
With regard to Appendix A(a), a registration of an account is a prerequisite for a purchase.
With regard to Appendix A©, style number used in products to be distributed in Japan may be different.
Any inquiries should be made to Dome Customer Center.
Notwithstanding anything in these Terms to the contrary, nothing in these Terms limits or excludes our liability or your rights if you are a consumer for the purposes of the Consumer Contract Act.
If you are a resident of Turkey: Certain of the e-commerce terms and conditions set forth in this Appendix A: UA Shopping do not pertain to Turkish residents who purchase UA Apparel from our Turkish distributor DOĞUŞ PERAKENDE (Doğuş Perakende Satış Giyim ve Aksesuar Tic. A.Ş.) at http://www.underarmour.com.tr.
For Turkish users shopping on http://www.underarmour.com.tr, only those terms and conditions agreed to by such users that are valid under Turkish law will apply.
In the case of a conflict or inconsistency between the terms and conditions of Appendix A: UA Shopping and the terms and conditions of the Transaction Guide, the Distance Agreement, or the Pre-Information Form, the terms and conditions of the Transaction Guide, the Distance Agreement, or the Pre-Information Form (as the case may be) will supersede and prevail over the conflicting or inconsistent terms and conditions in Appendix A: UA Shopping.
We will send you an order acknowledgment that details the UA Apparel that you have ordered after you have completed your purchase.
You may maintain a different billing address on file for the credit card issuing bank than the billing address you enter when you place an order on http://www.underarmour.com.tr.
If we cannot ship the UA Apparel to your location, we will inform you by email that shipment to your location is not possible.
Per the Distance Agreement, the delivery of your UA Apparel will be made within thirty (30) days.
Per the Transaction Guide, Distance Agreement and Pre-Information Form, you have fourteen (14) days to cancel a Distance Agreement and avoid any penalty.
We will not change the goods advertised or offered for sale, the prices or specifications of any such goods and any promotional offers in connection with any already completed purchases and/or in process transactions on http://www.underarmour.com.tr.
If you are a resident of Canada: Notwithstanding anything to the contrary in the Terms or the specific terms and conditions set forth in this Appendix A, with respect to any purchase of UA Apparel using a Visa credit card at Under Armour’s Canada website, any dispute pertaining to such purchase, shall be governed by and construed in accordance with Canadian law, without regard to its conflict of law principles.
If you are a resident of Malaysia, Philippines, Singapore, Hong Kong or Indonesia: Notwithstanding anything to the contrary in the Terms or the specific terms and conditions set forth in this Appendix A, with respect to any purchase of UA Apparel using a Visa or MasterCard credit card at Under Armour’s Malaysia, Philippines, Singapore, Hong Kong or Indonesia websites, any dispute pertaining to such purchase, shall be governed by and construed in accordance with Singapore law, without regard to its conflict of law principles.
If you are a resident of Thailand:
- The ecommerce sites www.underarmour.co.th is operated by UA Sports (Thailand) CO., Ltd, 21 Sukhumvit Soi 47, Kongton-Nua, Sub District Wattana District, Bangkok 10110, Thailand. UA Sports (Thailand) Co., Ltd. is an affiliate of Under Armour, Inc., and operates the on-line brand stores of Under Armour in Thailand.
- You must be at least 20 years of age to use Under Armour Shopping. Otherwise, a consent from your legal representative is required.
- Notwithstanding anything in these Terms to the contrary, nothing in these Terms limits your rights to bring an action against Under Armour in the local court of jurisdiction in Thailand.
- Nothing in these Terms limits or excludes our responsibility for (1) fraudulent representations made by us, (2) death or personal injury caused by our negligence or willful misconduct, or (3) non-execution of any material contractual obligation, or (4) violation of the law related to the public order or the good moral of the Thai people.
- Notwithstanding anything to the contrary in the Terms or the specific terms and conditions set forth in this Appendix A, with respect to any purchase of UA Apparel using a Visa or MasterCard credit card at Under Armour’s Thailand websites, any dispute pertaining to such purchase, shall be governed by and construed in accordance with Singapore law, without regard to its conflict of law principles. However, the agreement for the Singapore law as the governing law will be recognized by a Thai court only to the extent that the Singapore law is not contrary to the public order or the good moral of the Thai people.
(j) Product Descriptions and Pricing
Under Armour Shopping aims to be as accurate as possible. However, we do not warrant that product descriptions, photographs, videos or other product related content on Under Armour Shopping are wholly accurate, complete, reliable, current, or error-free. If a product offered by Under Armour is not as described, your only remedy is to return it in unused condition for a refund.
Despite our best efforts, a small number of items may be mispriced. If the correct price of an item sold by Under Armour is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. The prices displayed on Under Armour Shopping may be quoted in local currencies.
Please note that, subject to applicable law, we reserve the right to change the goods advertised or offered for sale through Under Armour Shopping, the prices or specifications of any such goods and any promotional offers and any content available on Under Armour Shopping at any time and from time to time without any notice or liability to you or any other person.
General Terms and Conditions of B2B Sales
UNDER ARMOUR EUROPE B.V.
Article 1 - General and Applicability
1.1 These General Terms and Conditions of Sale (“Conditions”) comprise the basis on which UNDER ARMOUR sells its products (the “Goods”) and shall form an integral part of any Agreement. In these Conditions UNDER ARMOUR and the counter party to any Agreement shall be referred to as “Seller” and “Buyer”, respectively. Seller and Buyer may also be referred to as “Party” and together as “Parties”. “Agreement” means the relevant Confirmation and these Conditions. “Confirmation” means the confirmation in writing (including confirmation by email, per Seller’s EDI system, Seller’s web shop or through any other digital (communication or order) system of Seller) by Seller to Buyer unambiguously expressing Seller’s acceptance of Buyer’s order. Any order requires the issue of a Confirmation by Seller to Buyer to constitute an Agreement binding upon Seller.
1.2 No other general terms and conditions shall be applicable or supplement or set aside (any part of) these Conditions unless expressly agreed to by Seller in writing. Reference by Buyer to any other general terms and conditions is hereby explicitly rejected.
1.3 In case of any inconsistency between the English version of these Conditions and a version in any other language, the English version shall prevail.
Article 2 Offers, Confirmation and Agreement
2.1 Any offer of Seller shall not be an offer but merely an invitation to enter into negotiations with respect to the sale of Goods. For completeness’ sake, all Seller’s offers (including actual offers as well as invitations to enter into negotiations), also including verbal offers or other declarations by Seller’s (sales) representatives and/ or employees, either as price lists or otherwise (“Offers”) are completely free of obligation and do not oblige Seller in any way to conclude a contract with Buyer.
2.2 No Agreement will be constituted but after Confirmation by Seller after receipt of the order or after Seller has commenced to carry out the order.
2.3 Seller is allowed to accept and reject orders of Buyer at its sole discretion. Buyer will be entitled to cancel an order only after receiving written consent from Seller, which consent may be made subject to conditions as deemed appropriate by Seller.
2.4 Seller is at all times entitled to effect adjustments in the Goods to be delivered, in order to improve them or comply with government regulations.
2.5 Any and all images and specifications of Goods in catalogues, price lists, advertisements, as well as any samples of Goods or any images and specifications of Goods shown at any sales events or meetings of Seller or where Seller is present etc. must be deemed to be representations by approximation only, unless Seller has explicitly indicated the contrary in writing with regard to a specific delivery.
2.6 Seller will be entitled to charge the costs of any packaging separately. The packaging will not be taken back. Should Seller, however, be obliged by law or any regulations to take packaging back, any costs related to taking back or processing packaging will be borne by Buyer.
2.7 If Seller, by virtue of law, is under any obligation, other than resulting from an improper performance, to take back any Goods sold, Buyer shall pay to Seller all costs related to such taking back of the Goods.
2.8 All Agreements are entered into on the assumption that Buyer is sufficiently creditworthy and if Seller has any reason to doubt such, Seller may require full or partial payment in advance or set other payment conditions for delivery and suspend, delay or cancel any credit delivery or any other performance of its obligations.
Article 3 - Delivery
3.1 Delivery terms shall be set out in the Confirmation and be interpreted in accordance with the Incoterms 2010. In case no other delivery term is declared applicable in the Confirmation, delivery of the Goods takes place Ex Works Seller’s warehouse in Venlo or any other destination indicated by Seller.
3.2 Communicated or acknowledged delivery dates are approximate only and shall not, unless explicitly stated otherwise, be considered as fatal terms. Seller shall not be liable, nor in breach of its obligations to Buyer, because of any delivery made within a reasonable time before or after the stated delivery date. Buyer will give Seller a written “notice of failure to deliver” and a reasonable time, which will be no less than 30 days, in within which to cure. Buyer’s sole remedy for Selling failing to cure such breach within such reasonable time will be specific performance.
Where the parties will have expressly agreed that time is of the essence, Seller must be declared to be in default in writing in the event of late delivery, and be granted a reasonable term of at least 30 days as of the date of the receipt of notification to fulfill its obligations. In the event that such extended term is exceeded, Buyer will be entitled to dissolve the Agreement or part of the Agreement only with respect to the Goods not delivered within such reasonable time. In such an event, Seller will not be liable to pay damages, unless such damages are the consequence of gross negligence or willful misconduct of Seller’s executive management.
3.3 Seller is entitled to deliver the Goods sold piecemeal.
3.4 Buyer is obliged to accept delivery of the Goods upon Seller’s first request thereto. If Buyer fails to take delivery Buyer shall be liable for all costs and expenses, including but not limited to transport, duty, storage and re-delivery,. Without prejudice to Article 2.3 above, any requests from Buyer to cancel a confirmed order must be received by Seller in writing no later than the 31st day before the scheduled shipping date.
Article 4 - Retention of title
4.1 The Parties expressly acknowledge and agree that the Goods may only be re-sold in the context of normal business activity of the Buyer and that as a security for payment by the Buyer to the Seller the Goods are subject to the reservation of legal title to the Goods. Seller shall retain title to all Goods delivered and to be delivered to Buyer until Seller has received full payment of all purchase amounts of all Goods delivered and to be delivered, as well as any amounts owed by the Buyer pertaining to work performed by Seller in connection with such purchase agreements and any claims pursuant to any failure in the performance of such purchase agreements on the part of the Buyer.
4.2 Buyer will be obliged to store the Goods delivered under retention of title with due care, ensuring that they are recognizable as the property of Seller. In addition, it will be obliged to insure such Goods against, inter alia, fire and water damage and theft. Buyer will pledge to Seller any claims it has pursuant to such insurance policies upon Seller’s first request, as additional security with respect to Seller’s claims against Buyer.
4.3 If Buyer fails to fulfil its obligations or if in the opinion of the Seller reasonable grounds exist to suggest that Buyer shall fail to do so, Seller shall be entitled to take possession of the Goods which are subject to retention of title or have the Goods collected from the Buyer or from third parties holding them for Buyer. Buyer shall cooperate accordingly and provide any assistance necessary to effect the foregoing. Buyer will bear the costs of recovery, without prejudice to Seller’s right to further damages.
Article 5 - Purchase price
5.1 Unless agreed otherwise in writing between Seller and Buyer sales prices are in Euros, based on the Incoterms 2010 in the Confirmation and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Goods, or any transport costs, insurance costs or any other costs. Seller will add taxes, duties and similar levies to the sales price where the Seller is required by law to pay or collect them which will thereupon be paid by Buyer.
5.2 The price for the Goods is based on the cost price for the Goods applicable at the time of the Offer. In case of a change in the cost price resulting from any government measures, an increase in the prices of energy, raw materials or other materials necessary for the manufacture of the Goods ordered by Buyer and/or an increase in freight, storage, insurance charges, wages and exchange rates occurring prior to the agreed date of delivery, Seller shall have the right to increase the price of the Goods ordered accordingly, even if such an increase was foreseeable at the time of concluding the Agreement.
5.3 In the event the increase of the cost price for the Goods exceeds 15%, Buyer shall have the right to cancel the Agreement within 3 days after Buyer has received the prior written notice of each such an increase.
Article 6 - Payment terms
6.1 The entire purchase price shall be paid, or the remainder thereof in the event of advance payment, effectively in the currency referred to in the Confirmation, to the bank account of Seller in accordance with the payment terms stated on the invoice or otherwise within 8 days after the date of invoice. Buyer shall not be entitled, on any basis whatsoever, to suspend performance of its obligations under any offer, order, Offer, Confirmation, Agreement, these Conditions or any ensuing agreement, and Buyer shall neither be entitled to any deduction, discount or set-off. Submission of a complaint will not suspend Buyer’s obligation to pay.
6.2 If Buyer fails to pay any amount when due, then, without prejudice to any other right Seller may have:
- interest will accrue on all late payments, at the rate of 12% per annum or the applicable statutory rate, whichever is higher and to the extent permitted by applicable law, from the due date until payment in full;
- all costs, including judicial, made in order to obtain payment by Buyer of the amount or amounts due, shall be for account of Buyer. These costs are fixed at 15% of the purchase price or a part thereof with a minimum of € 750.
6.3 In the event that Seller is fully or largely successful in legal proceedings against Buyer, Buyer will be obliged to compensate all costs incurred by Seller in connection with such proceedings, even to the extent that such costs exceed the cost award made by the court. Seller may invoke this clause irrespective of whether Buyer has appealed against the relevant judgment at the court of appeal or the Supreme Court.
6.4 Amounts paid by Buyer shall be credited by Seller against the debts receivable by Seller from Buyer, including those pursuant to the previous paragraphs, in the chronological order of the due dates of the debts.
6.5 Without prejudice to Article 6.1 claims of Buyer regarding the purchase price referred to in any invoice shall be made in writing and shall be sent by registered mail and must be received by Seller within 15 days after the invoice date, failing which any such claims shall lapse.
Article 7 - Warranty, complaints and inspection
7.1 Seller warrants that under normal use the Goods, shall, be free from defects in material or workmanship. Any Goods not meeting this warranty shall be deemed defective.
7.2 The Goods delivered must be checked by or for Buyer upon delivery with respect to numbers and visible defects and any shortages or visible defects must be reported to Seller immediately after delivery. Buyer must report defects not visible upon delivery within 48 hours of their discovery, though in any event within 48 hours after the time that Buyer should reasonably have discovered them. Buyer will not be entitled to any claim if the defect results from any normal wear and tear, incorrect operation, installation, storage, maintenance or from transport, misuse or improper handling by Buyer (i.e. all use that is deemed as such according to industry’s best practices), or any other event that must be attributed to the Buyer.
7.3 Buyer will be obliged to perform the inspection or to have the inspection performed with due care, upon receipt of the Goods. Buyer will bear the risk for inspecting the Goods by means of random checks and may not rely on the fact that it did not observe a defect that was visible and could have been discovered upon delivery because it—or a third party engaged by it—did not inspect the entire shipment.
7.4 Any such claims of Buyer need to be supported by evidence from an independent expert or surveyor.
7.5 Buyer may ship Goods returned under warranty claims only after Seller’s written consent. Where Goods are sent without such written consent or where the Goods are not found to be defective or non-conforming Buyer shall pay for the returned Goods as well as the freight, testing and handling costs associated therewith.
7.6 In the event of a complaint on good grounds, Seller will only be obliged - to be decided at Seller’s discretion - to replace the relevant Good or to credit or refund the amount charged in connection with the defective Good in whole or in part, according to its own reasonable judgment and to the exclusion of any other rights of Buyer by law.
7.7 Notwithstanding the foregoing, Seller shall have no obligations for breach of warranty in case of any deviations in shape, size and color that are customary in the industry or technically unavoidable.
7.8 Any and all claims for payment of an amount of money and/or replacement of the Good and/or supply of any missing part, on whatever basis, as well as any right to dissolve the Agreement will lapse at the earliest of the following times: a) upon late reporting pursuant to Article 7.2 or b) 12 months after the delivery date.
7.9 For completeness’ sake, this warranty and the warranty obligations set forth therein constitute Buyer’s sole remedy and Seller’s sole obligation with respect to any defective and/or non-conforming Good or breach of warranty and is subject to and without prejudice to Article 7.2 and Article 8.1 of these Conditions.
Article 8 - Liability
8.1 Seller’s total aggregate liability, on any basis whatsoever, with respect to any offer, order, Offer, Confirmation, Agreement, these Conditions or the Goods will be restricted to the provisions laid down in Article 7.6.
8.2 Seller will assume no liability with respect to damage as a consequence of or related to any errors or omissions in advice rendered by it.
8.3 Seller will not - irrespective of the legal basis of Buyer’s claim - be liable for any consequential damages, including but not limited to losses due to delays or loss of data, lost profits, missed savings and penalties forfeited by Buyer.
8.4 Nothing in these Conditions shall exclude or limit Seller’s liability in the event that the damage is the consequence of gross negligence or willful misconduct of Seller’s executive management.
8.5 The Buyer will compensate and indemnify Seller against any claims by third parties and all resulting costs in connection with any Goods or other products supplied by Seller.
Article 9 - Breach and Termination
9.1 Without prejudice to any rights or remedies Seller may have under these Conditions, the Agreement or at law, Seller may, by written notice to Buyer, suspend (further) performance or terminate with immediate effect the Agreement, or any part thereof, without any liability whatsoever, if: a. Buyer fails to make payment for the Goods when due; b. any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Buyer, voluntary or involuntary, a trustee or receiver is appointed over Buyer, any assignment is made for the benefit of creditors of Buyer, or a direct or indirect change occurs in the control of the business of Buyer; and c. Buyer violates or breaches any of the provisions of these Conditions and/ or the Agreement.
9.2 Upon occurrence of any of the above mentioned events all payments to be made by Buyer under any Agreement shall become immediately due and payable. In addition Seller shall be entitled to claim full compensation for damages, lost profits and or interest.
Article 10 Intellectual Property
All current or future intellectual property rights regarding the Goods, including but not limited to patent, copyright, trademark or trade secret, stay vested in Seller. Seller herewith grants Buyer a limited non-exclusive, non-transferable license to, solely and directly in connection with the sale or advertising of Seller’s Goods, use these intellectual property rights pursuant to the following term and condition: Any websites displaying Seller’s Goods must meet Seller’s quality standards for product image and brand integrity set in annex I to these conditions.
Article 11 - Taxation
11.1 Where any excise duty, energy tax, VAT or other tax (“Tax”) becomes payable by Seller to a third party in relation to the supply, release from a tax warehouse or transport of the Goods, Buyer shall pay such Tax to Seller in addition to the sales price.
11.2 Where possible and on request of Buyer, Seller will apply an exemption or a low or zero percent Tax rate or a suspension scheme as provided for under the applicable legislation. Buyer will in such case provide Seller with all documents (including an annotated copy of the administrative accompanying document) and information reasonably requested by Seller in accordance with the applicable legislation. If any (additional) tax becomes due because Buyer has not timely provided Seller with such documents or information, or because of any fraud, loss or misappropriation in relation to the Goods, documents or information, Buyer shall indemnify Seller against all liabilities for such Tax which Seller reasonably needs to pay to a third party, including any interest, penalties and costs. If Seller is subsequently able to obtain a credit or repayment of such Tax from a third party, Seller shall reimburse Buyer the amount so credited or repaid less all reasonable costs, penalties and interest incurred by Seller. Parties undertake to inform each other of any relevant facts so that remedial action can be taken, and to take into account the interest of the other in any dealings with national fiscal/customs authorities to resolve disputes.
Article 12 - Force Majeure
12.1 Seller shall not be in breach if any obligation suffers from Force Majeure. Force Majeure includes, without limitation, strikes, lockouts and industrial actions, breakdowns of machines or tools or other breakdowns within Seller’s company, a shortage of raw materials, delay, transport problems, floods, fire, traffic impediment or transport problems, war or threat of war, mobilization, state of siege, disturbances or riots, in- or export impediment and any other governmental measure or regulation as well as any other circumstance that is beyond Sellers control and which would result in Seller’s inability to perform in accordance with the Agreement. Force Majeure must also be deemed to apply in the event that one or more of the above-mentioned circumstances occur within the companies of Seller’s suppliers and Seller cannot or could not perform its obligations, or cannot or could not perform such in good time, as a consequence.
12.2 In case of such a non-attributable failure, Seller is entitled to either (i) suspend the performance of the relevant part(s) of the Agreement for the period such a non-attributable failure continues or (ii) terminate the Agreement without any liability whatsoever.
Article 13 - Hardship
If, prior to the date of delivery of the Goods, the circumstances that existed at the date of conclusion of the Agreement should change to such an extent as to make it impossible for either party to be reasonably required to fulfill one or more of its obligations under the Agreement, and if such change could not have been reasonably foreseen by such Party, then Seller and Buyer shall jointly investigate, at the request of the injured Party, whether such hardship can be removed in a manner acceptable to the non-injured party. If no agreement is reached within a reasonable time, the injured Party shall be entitled to terminate the Agreement.
Article 14 - Compliance with laws
14.1 Each Party represents that it is duly authorized to enter into an Agreement with the other Party and represents that with respect to its performance there under, it will comply with all applicable laws. By accepting Seller’s Offer, entering into any Agreement and/ or accepting any Goods, Buyer agrees that it will not deal with the Goods and/ or documentation related thereto in violation of any applicable export or import control law and regulation.
14.2 Without prejudice to Article 7 and 8 above, Seller shall only be liable for compliance of the Goods with technical requirements or standards following from foreign legislation or regulations if before concluding an Agreement (i) such specific requirements or standards have been explicitly notified in writing by Buyer to Seller, and (ii) Seller will have expressly accepted in writing those requirements or standards.
Article 15 - Applicable Law, Competent Court
15.1 Any offer, order, Offer, Confirmation, Agreement, these Conditions or any ensuing agreement will be governed by and construed in accordance with the laws of the Netherlands.
15.2 The parties shall endeavour to settle amicably any dispute or claim arising out of or in connection with any offer, order, Offer, Confirmation, Agreement or these Conditions or any ensuing agreement by negotiation between executives who have authority to settle the controversy.
15.3 If the parties do not settle any such dispute or claim within 30 days after a party has first delivered written notice of such dispute or claim to the other party, then the parties shall submit the claim or dispute, save as provided for in Article 15.5 and 15.6 below, for final and binding arbitration in accordance with the Netherlands Arbitration Institute Arbitration Rules (the “Rules”). The arbitral tribunal shall consist of three arbitrators, unless the amount of claim as specified by the claimant in the arbitration does not exceed €250,000, in which event the arbitral tribunal shall consist of one, neutral arbitrator. The place of arbitration shall be Amsterdam. The language to be used in the arbitral proceedings shall be English, and the arbitrator(s) shall apply Dutch law. Without prejudice to any other rights or remedies that Seller may have, Buyer acknowledges and agrees that damages alone would not be an adequate remedy for any breach by Buyer and that accordingly Seller shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach and Seller will be entitled to apply for injunctive relief and other provisional measures either to the court competent to grant such injunction or order, or under the Rules for expedited arbitration.
15.4 Any business information submitted in the arbitration shall be kept secret at all times at the Arbitration Institute may adopt such measures as it deems appropriate to secure the confidentiality of such information also after the determination.
15.5 However, any claims in relation to Buyer’s failure to timely or fully pay any invoice due with respect to any Goods will be brought before the competent court of Amsterdam, the Netherlands.
15.6 The foregoing is without prejudice to the right of Seller to bring any claim with respect before the court that would have had jurisdiction in the absence of the provisions or Article 15.3 and Article 15.5.
Internet Sales Policy for E.U. Dealers
UNDER ARMOUR EUROPE B.V.
To protect and preserve the value, goodwill, reputation and competitive standing of the Under Armour® brand, and to ensure that Under Armour® products are displayed in a high quality manner that enhances their market performance, Internet Dealer agrees to comply with the rules listed below as a condition to become and remain an Authorized Under Armour Internet Dealer (“Internet Dealer”).
Internet Dealer must not suggest or imply that it is related in any way to the official Under Armour website. This prohibition extends to Internet Dealer’s website, advertisement, sponsored link, and any on-line marketing.
a. Internet Dealer’s domain(s) and URL(s) must not contain any Under Armour trademark, including “Under Armour,” “UA,” or any other trademark used or owned by Under Armour (e.g. “ColdGear,” “HeatGear,” “AllSeasonGear”), including any variation or combination of these words or trademarks with each other or with other words; unless that trademark appears to the right of the country code domain name suffix i.e., co.eu.
b. Internet Dealer may use terms such as “Under Armour Headquarters,” “Under Armour Outlet,” “Under Armour Depot” or “Under Armour Store” only when clearly and obviously associated with Internet Dealer, e.g., “Under Armour Store at Ian’s Rugby Shop,” or “Ian’s Authorized Under Armour Shop.”
c. In all sponsored links for any Under Armour trademark, the Internet Dealer must include “Authorized Dealer” in either the ad title or text.
d. In order to protect and preserve the value, goodwill, reputation and competitive standing of the Under Armour® brand, Internet Dealer shall use superlatives sparingly and only with justification when describing the quantity of its Under Armour inventory, the pricing of its Under Armour® products, or the shopping experience for Under Armour through its website, on any website, in any advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer.
Internet Dealer’s approved websites must convey a high quality and premium image both for Under Armour® products and for Internet Dealer. Under Armour must approve in advance, in writing, any website used by Internet Dealer for the sale of Under Armour® products.
a. In accordance with official Under Armour policy, Internet Dealer must not associate Under Armour products with any qualification that may suggest that Under Armour is not a premium brand, or that the specific products offered for sale have less value than the typical Under Armour product. Therefore, without prejudice to the right to establish its resale prices, Internet Dealer must not use terms such as “cheap,” “excess,” or “liquidation” in connection with the Under Armour® products on any website, in any advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer. This also applies on occasions when Under Armour® provides reduced suggested retail prices on discontinued styles and colors. (Internet Dealers choosing to follow such reduced prices must show both the original and reduced price.)
b. Internet Dealer must use only those product images, athlete images, marketing banners and video clips provided or authorized by Under Armour within the two most recent calendar years (“Authorized Images”) on any website, advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer.
c. Under Armour® products offered for sale by Internet Dealer must be in Internet Dealer’s existing inventory of Under Armour® products.
Third party websites must follow the rules below.
a. In order to protect and preserve the value, goodwill, reputation and competitive standing of the Under Armour® brand, Internet Dealer must not sell Under Armour® products using any auction process on any third party website.
b. Internet Dealer must not advertise or market Under Armour® products on third-party websites, including affiliate websites, unless that advertising or marketing clearly and conspicuously identifies the Internet Dealer as the seller of the product and complies with the requirements of this Internet Sales Policy. Under Armour reserves the right to approve or disapprove, in accordance with those principles, any third-party website on which Internet Dealer advertises or markets Under Armour® products.
Internet Dealer must advertise its Under Armour products consistent with Under Armour’s high quality brand image.
a. Internet Dealer must submit any proposed “paid for” search terms for pre-approval to Under Armour to ensure use of such terms are consistent with Under Armour’s brand image.
b. Internet Dealer must accurately describe Under Armour® products using the Authorized Marks. The Authorized Marks must always be followed by the generic word for the product, such as “Under Armour® products” or “ColdGear mock.” They must never be used in the possessive or in the plural. The Authorized Marks must always be displayed in a way that distinguishes them from other surrounding words, e.g., by appearing in initial caps or full caps, such as UNDER ARMOUR or Under Armour and used in conjunction with the ® or ™ designation as directed by Under Armour.
c. In order to protect the image of the Under Armour brand, certain marketing tools are not permissible. Internet Dealer must not partner with any third party that uses adware, spyware or other software to engage in pop-up or pop-under advertising and/or generating non-user initiated activity (e.g., forced clicks or redirects). Pop-up or pop-under advertising and/or non-user initiated activity that is based on keyword searches, textual triggers, or screen-scraping associated with the Under Armour name, the Authorized Marks, any trademark used or owned by Under Armour or any common misspelling or confusingly similar trademarks is strictly prohibited.
d. Page title/title tag refers to the text used to name or entitle a web page. A page title/title tag can be viewed by looking at the top of the browser window for the page in question. Only the Authorized Marks may be used in the page title/title tag of any website page used or owned by Internet Dealer and such use is limited to once per page title/title tag. No variations, misspellings, prefixes, suffixes or hyphenated extensions of the Authorized Marks are allowed. Other words may be used in conjunction with the Authorized Marks in the page title/title tag so long as such words do not violate any other provision of this Internet Sales Policy.
Internet Dealer must provide comprehensive, superior customer service and must comply with all EU and local regulations and directives.
a. Internet Dealer must comply with all relevant consumer sales laws and regulations in their territory of establishment, including without limitation, the E-Commerce Directive (2000/31/EC); the Distance Selling Directive (97/7/EC); and the Regulation (EU) 2016/679 (General Data Protection Regulation), each as locally implemented.
b. Internet Dealer’s website should not actively target consumers within geographic areas that have been exclusively allocated. Additionally, Internet Dealer must not actively target any geographic area Under Armour has not yet entered but has reserved for itself.
c. Internet Dealer must have a physical street address and a landline telephone number for a method of contact for its customers and must advise customers on its website of this physical address and the landline telephone number in addition to providing a working e-mail address. Post office boxes and mobile telephone numbers are not sufficient.
d. Before the order is placed, Internet Dealer must provide to the customer, in a clear and comprehensible manner, the following: i. Clear indications of prices including delivery and tax; ii. The different technical steps to follow to conclude the contract; iii. Whether or not the concluded contract will be filed by the service provider and whether it will be accessible; iv. The technical means for identifying and correcting input errors before placing the order; and v. The languages offered for the conclusion of the contract.
e. Additionally, Internet Dealer must display its policies and procedures for customer returns, refunds and exchanges on its website. Internet Dealer’s website must clearly and conspicuously set forth that: (a) Internet Dealer, and not Under Armour, is making the sale to the customer and (b) the terms and conditions directly and indirectly applying to returns, refunds and exchanges by customers are those of Internet Dealer, and not Under Armour. Internet Dealer must provide its own facilities and personnel to address and resolve all product exchange, refund or return requirements.
f. Internet Dealer shall adhere to and comply with all pertinent EU regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet, including all relevant privacy laws.
g. Internet Dealer shall not, without Under Armour’s prior written approval, export any Under Armour products to countries outside of the European Economic Area and Switzerland (collectively “Europe”), or sell any Under Armour products to any customer who, directly or indirectly, exports, Internet Dealer knows or has reason to know, exports or proposes to export, such Under Armour products to any location outside of Europe. Internet Dealer acknowledges that violations of the obligations provided for in this Section 5.g. could cause irreparable harm to Under Armour, its affiliates and/or its Accounts. Without prejudice to any other rights or remedies provided for by law, and in addition to any other rights provided for in this Internet Sales Policy, in case of violation by Internet Dealer of the provisions of this Section 5.g., Internet Dealer will fully compensate any and all damages suffered by Under Armour as a result thereof. Internet Dealer acknowledges and agrees that such damages will include in particular, but without being limited thereto, any and all costs incurred by Under Armour and/or its affiliates and/or its Accounts in connection with the repurchasing of the affected Under Armour products in countries outside of Europe (including the purchase price, the transport costs and any other related costs).
Under Armour shall have the right to modify this Internet Sales Policy at any time in its sole discretion upon prior notice to Internet Dealer.
Internet Dealer must give a copy of this Internet Sales Policy to each of its employees who are involved in Internet sales. Internet Dealer must establish policies and procedures that will ensure compliance with this Internet Sales Policy and must take affirmative steps to ensure compliance with this Internet Sales Policy.
Under Armour shall have the sole discretion to decide whether the content of a particular website, advertisement, sponsored link or on-line marketing violates this Internet Sales Policy.
Under Armour has the sole, complete and final discretion to determine if Internet Dealer has complied with this Internet Sales Policy. Any violation that is not immediately remedied as requested by Under Armour may result in the suspension or termination of Internet Dealer’s authority to use the Authorized Marks in sponsored links, to display the Authorized Images on its website or to sell Under Armour® products via the Internet.
The terms and conditions of this Internet Sales Policy amend, supplement and, to the extent inconsistent, supersede, any existing agreement between Under Armour and Internet Dealer.