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This web page represents a legal document and is the Terms of Service (Agreement) for our Web site, www.SPHomeRun.com and related sub-domains (collectively, Web site), as owned and operated by SP Home Run, Inc. (SPHomeRun).  This Agreement was last updated on November 4, 2010.  By using our Web site, you agree to fully comply with and be bound by the following Agreement each time you use our Web site.  Please review the following terms carefully. 

Definitions

The terms "us" or "we" or "our" refers to SPHomeRun, the owner of this Web site. 
 
A "Visitor" is someone that merely browses our Web site.
 
A "Member" is someone who has registered with our Web site to use our Service, whether paying for our Service or using free portions of it.
 
A "User" is a collective identifier that refers to either a Visitor or a Member. 

All text, information, blogs, webcasts, podcasts, graphics, audio, video, downloadable documents, and data offered through our Web site, whether free to all or part of our paid Service, are collectively known as our "Content." 

Overview of Our Service

SPHomeRun offers an online service (Service) that allows our Members to use our Content to meet their specific knowledge, training, and marketing initiatives for operating an Information Technology business.  You have the choice of selecting varying levels of Membership to our Service, which includes the use of our media-rich Content that includes among other things: streaming video and audio, podcasts, prepared reports and materials, and data spreadsheets; this may even include personal online mentoring sessions with our staff.  We may also sell associated products (Products).  Our Terms of Service relates to your legal rights and duties by using our Web site, Content, Service, or Products.

Overview of Our Users

There are two types of customers that interact with us and have the following definitions in this Privacy Policy:  Visitors are Users who navigate to our Web site to get more information about our Service or Products or to find out more aboutSPHomeRun.  Members are Users who have completed our registration process and executed necessary agreements with us to use our Service or buy our Products.

Acceptance of Agreement

This Agreement is between you and SPHomeRun.
 
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMITS OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING AND/OR BROWSING OUR WEB SITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEB SITE IMMEDIATELY AND DO NOT USE, ACCESS AND/OR BROWSE IT FURTHER.
 
This Agreement constitutes the entire and only Agreement between you andSPHomeRun and supersedes all other Agreements, representations, warranties and understandings with respect to our Web site, Content, Service, and Products, and the subject matter contained herein.  As stated, in order for you to use our Service or purchase our Products, you will also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.  We may amend this Agreement at any time without specific notice to you. The latest Agreement will be posted on our Web site, and you should review this Agreement prior to using our Web site. After any revisions to this Agreement are posted, you agree to be bound to any changes to this Agreement. Therefore, it is important for you to visit this page periodically to review the Agreement. Please read this Agreement carefully and save it.  If you do not accept this Agreement, do not access and use our Web site. If you have already accessed our Web site and do not accept this Agreement, you should immediately discontinue use of our Web site, Content, Service, and Products.

Limited License

SPHomeRun grants you a non-exclusive, non-transferable, revocable license to access and use our Web site, Content, Service, and Products strictly in accordance with this Agreement.  Your use of our Web site, Service, and Products is solely for the purposes provided in this Agreement.  No printout or electronic version of any part of our Web site or Content may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

Template Library License Scope

As an SPHomeRun Major League Member, you are entitled to a single location license to our Template Library.   This means that you can access our Template from only a single business location.  If you need to have access at more than one business location, you agree to purchase additional licenses to cover each business location.  If your business has five or more (5+) physical business locations, please contact our Member Support Team to inquire about our multi-site license discount.  Violation of this license scope restriction will result in immediate termination of your Member account, loss of access to the Service, and possible civil action being taken against you.

Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Web site, Content, Service, and Products provided therein. 

Our Relationship to You

SPHomeRun's relationship to you is at all times that of an independent contractor.  This Agreement in no way creates any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you andSPHomeRun

Our Intellectual Property

Our Web site may contain our service marks or trademarks, protected in the United States and internationally, as well as those of our affiliates or other companies, in the form of words, graphics, and logos.  Your use of our Web site, Content, Service, and Products does not constitute any right or license for you to use our service marks or trademarks without the prior written permission of SPHomeRun.
 
Our Content, as found within our Web site or Service, is protected under United States and International copyrights. The copying, redistribution, use, or publication by you of any such Content is strictly prohibited.  Your use of our Web site, Content, Products, and Service does not grant you any ownership rights to our Content.

Digital Millennium Copyright Act Compliance

Our Web site will respond quickly to claims of copyright infringement as found in our Content, according to the terms of the United States’ Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512).  If you believe any of your copyrights are infringed by our Content, please provide us with a written notice via mail or e-mail that contains the following information:

SP Home Run Inc.
General Counsel
6501 Congress Avenue, Suite 100
Boca Raton, Florida 33487 USA

general {dot} counsel {at} sphomerun {dot} com

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  • A description of the copyrighted work that you claim has been infringed;

  • A description of where the material that you claim is infringing is located on our Web site;

  • Your address, telephone number, and e-mail address;

  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  • A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We are only required to respond to those notices that substantially comply with the above requirements.  We will investigate your claim and will notify you by the method of contact you used to file your notice with us.

Eligibility and Registration for Membership

You may view some of our Content without becoming a Member of our Web site.  However, to use our Service or to buy our Products, you must register with our Web site and become a Member.  Your membership is not transferable or assignable and is void where prohibited.  Our Service and Products are intended solely for people at least age 18 years of age or older.  Any registration by anyone under such age, is unauthorized, unlicensed, and in violation of these Terms of Use.  By using our Service or purchasing our Products, you represent and warrant that you are 18 or older, that the information you provide is truthful and accurate, and that you agree to abide by all of the terms and conditions of this Agreement.  SPHomeRun has sole right and discretion to determine whether to accept a Member and may reject a Member’s registration, with or without explanation.
 
When you complete the registration process, you will choose a password that will allow you to access our Service or to purchase our Products. You agree to maintain the confidentiality of your password and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password.  You agree that you will not share your password with anyone else or allow others to access your account.  You agree to immediately notify us of any authorized use of your password or any other breach of security. You agree that SPHomeRun cannot and will not be liable for any loss or damage arising from your failure to comply with password security as discussed herein.

Content Disclaimer

The opinions expressed on our Web site are not necessarily the opinions ofSPHomeRun.  The Content may be changed without notice and is not guaranteed to be complete, correct, timely, current, or up-to-date. Similar to any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on our Web site.  We reserve the right to make alterations or deletions to the Content at any time without notice.

Errors, Corrections, and Changes

We do not represent or otherwise warrant that our Web site will be error-free, free from viruses or other harmful components, or that we will correct any errors.  We do not represent or otherwise warrant that the information available on or through our Web site will be correct, accurate, timely, or otherwise reliable.  We may make changes to our Web site, Content, Service, and available Products at any time.  We reserve the right in our sole discretion to edit or remove any documents, information, or other content appearing on our Web site, Content, Service, or Products.

Advice Disclaimer

You hereby acknowledge that nothing contained in our Web site, Content, Service, and Products shall constitute professional advice and that no professional relationship of any kind is created between you and SPHomeRun or our Members.  You hereby agree that any actions you take, based in whole or in part on anything contained in our Web site, Content, Service, or Products, are solely your responsibility and that SPHomeRun and our Members have no liability for your actions, use, and reliance upon our Web site, Content, Service, and Products.

Advertisers and Sponsors Disclaimer

Our Web site may contain advertising and sponsorships.  Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on our Web site is accurate and complies with applicable laws.  We are not responsible for the illegality or any error, inaccuracy, or problem in advertiser or sponsor materials. THE INCLUSION OF THIRD PARTY ADVERTISEMENTS DOES NOT CONSTITUTE AN ENDORSEMENT, GUARANTEE, WARRANTY, OR RECOMMENDATION BY SPHOMERUN, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY SERVICES AND PRODUCTS CONTAINED THEREIN.

Warranty Disclaimer

Our Web site or Service may be temporarily unavailable from time to time for maintenance or other reasons.  SPHomeRun assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Member communications.  SPHomeRun is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of e-mail, or players on account of technical problems or traffic congestion on the Internet or any combination thereof, including injury or damage to Member’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the our Web site, Content, Service, or Products, including without limitation any software provided through our Web site or Service. Under no circumstances will SPHomeRun be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Web site, Content, Service, Products, or for any interactions between Users of our Web site or Service, whether online or offline.
 
SPHomeRun reserves the right to change any and all Content, software, and other items used or contained in our Web site or Service, at any time without notice.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH OUR WEB SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OUR WEB SITE, CONTENT, SERVICE, AND PRODUCTS MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.  SPHOMERUN, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEB SITE, CONTENT, SERVICE, OR PRODUCTS.  SPHOMERUN CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR WEB SITE, CONTENT, SERVICE, OR PRODUCTS.  SPHOMERUN DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, OUR SERVICE, OR OUR PRODUCTS, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT ANY SUCH ITEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICE, OR PRODUCTS, AND RELATED SOFTWARE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEB SITE, CONTENT, SERVICE, OR PRODUCTS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.  WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPHOMERUN.  OUR WEB SITE, CONTENT, SERVICE, AND PRODUCTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEB SITE, SERVICE, OR PRODUCTS SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

SPHomeRun, as well as all our Affiliates, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our Web site, Content, Service, or Products; (b) the unavailability or interruption of our Web site, Service, or Products; (c) your use of our Web site, Content, Service, or Products; or (d) any delay or failure in performance of our Web site, Service, or Product.

IN NO EVENT WILL SPHOMERUN OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OUR WEB SITE, CONTENT, SERVICE, OR PRODUCTS, EVEN IFSPHOMERUN IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SPHOMERUN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR ONE (1) MONTH OF SERVICE OR THE COST OF THE PRODUCT, DEPENDING ON WHAT GAVE RISE TO THE LIABILITY.

Use of Information

We reserve the right, and you authorize us, to the use and assignment of all of your information regarding your use of our Web site, Service, or Products in any manner consistent with our Privacy Policy.  All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, "Submission") is considered assigned to us and is as such considered our property. We will not be required to treat any Submission as confidential, and we will not be liable for any ideas (including without limitation, product, service, or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our Service or other operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. 

Privacy Policy

Our Privacy Policy is considered part of this Agreement.  You may review our Privacy Policy by clicking here.  This Agreement may contain certain limitations to the applicability of our Privacy Policy in given circumstances.  It is highly recommended that you review this Agreement thoroughly.

Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any personal information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.

Right to Respond to Negative Postings

If you create a negative posting about SPHomeRun on this Web site or other Web sites, we reserve the right to respond to such postings, including disclosing circumstances surrounding such postings that may include your personal information, as limited specifically to such circumstances.

User Conduct

Users may post their own content to our Web site through our Service.SPHomeRun is not responsible for the monitoring or filtering of any User’s content.  Should any User’s content be found illegal, SPHomeRun will submit all necessary information to the proper authorities.
 
Users are responsible for complying with all applicable laws for their content, including copyright and trademark laws, and should shall always respect copyright and trademark laws. You warrant that you will not use our Service to infringe the intellectual property rights of others in any way. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating Members who we deem, in our sole discretion, to be infringers of other’s intellectual property rights.
 
As a User, you agree not to use our Service to do any of the following:

  1. upload, post or otherwise transmit any content that:

    • violates any local, state, federal, or international laws.

    • infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party.

    • harms, threatens, defames, promotes violence or illegal activities, or is otherwise vulgar, obscene, abusive, harassing, tortuous, libelous, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable.

    • links directly or indirectly to any materials to which you do not have a right to link.

    • contains any private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, government issued tax or identification numbers, and credit card numbers.

    • contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or to extract information from our Web site or Service.

    • contains any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

    • you do not have a right to transmit under any law (i.e. intellectual property laws) or under contractual or fiduciary relationships (i.e. non-disclosure Agreements).

    • in the sole judgment of SPHomeRun, is objectionable or which restricts or inhibits any other person from using or enjoying our Web site or Service, or which may expose SPHomeRun, our affiliates, or our Users to any harm or liability of any type.

  2. use our Content to:

    • develop a competing Web site.

    • create compilations or derivative works as defined under United States copyright laws.

    • re-distribute it in any manner, including, but not limited to, sale, license, lease, rental, subscription, or any other distribution mechanism.

    • decompile, disassemble or reverse engineer our Web site, Service, and any related software.

    • violate this Agreement or any local, state, federal, or international laws

Linking to Our Web Site

You may provide links to our Web site, provided (a) that you do not remove or obscure, by framing or otherwise, any portion of our Web site, (b) your Web site does not engage in illegal or immoral activities, and (c) you discontinue providing links to our Web site immediately upon request by us.

Links to Other Web Sites

Our Web site may, from time to time, contain links to third party Web sites. These links are provided solely as a convenience to you.  By linking to these Web sites, we do not create, have an affiliation with, or sponsor such third party Web sites.  Inclusion of links for any Web site on our Web site does not mean that we endorse, guarantee, warrant, or recommend the Service, information, content and/or data of such third party Web sites. SPHomeRun has no control over the legal documents and privacy practices of third party Web sites; as such, you access any such third party Web sites at your own risk.

Payments for Service or Products

You represent and warrant that when you pay SPHomeRun for using our Service or purchasing our Products that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge we may incur due to such dishonored payment.  You understand that if you fail to make timely payment for using our Service or Products, we reserve the right to suspend your Member account, your access to the Service, and to hold any related Products until payment is made.  If payment is not made within ten (10) days of the due date, we reserve the right to terminate your Member account.

Money-Back Guarantee and Refund Policy

We offer a money-back guarantee for the SP Home Run Major League Membership program. Please click here for the terms and conditions.  Otherwise, we do not offer refunds for our Service and Products.

Payment Charge-Backs

While we actively support fighting payment fraud, SPHomeRun has a zero-tolerance policy regarding payment charge-backs, and we ask that you contact us if you have an issue with our Service or Products.  However, if you start a charge-back process regarding our Service or Products, SPHomeRun reserves the right to immediately terminate your account.  Your account and the payment information you provided will be blacklisted in our systems.  Should we do this, you will never again be able to use that account and payment information with us, and you will be liable to us for administrative costs in processing the charge-back.

Non-Solicitation

You agree that during the term of your Membership with SPHomeRun and for a period of five (5) years thereafter, you will not solicit or assist another party in soliciting our customers to discontinue use of our Service as well as any of our employees or subcontractors to leave their employ with us. You agree that this includes direct or indirect solicitation by any means, including, but not limited to, phone, e-mail, fax, instant message, message board postings (public and private), and blogs.

Termination of Your Account

You may terminate your account at any time without further obligation by notifying us.  SPHomeRun may terminate your account for various reasons as notated in this Agreement.  We will typically notify you by e-mail if we are canceling your account; however, depending on the nature of your actions, we may not provide such notice.  Once your account is terminated, regardless of the nature of termination, SPHomeRun reserves the right to remove your account information from our Web site with no liability or notice to you.

Indemnification

You agree to indemnify, defend, and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates harmless from any liability, loss, claim, and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of our Web site, Service, or Products. 

Arbitration

Any legal controversy or legal claim arising out of or relating to this Agreement and/or our Web site, Content, Service, or Products, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Web site operations, intellectual property, and our Service or Products, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.  Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.  The arbitration shall be conducted in Fort Lauderdale, Florida, United States, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Either you or us may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Florida, United States, necessary to protect the rights or property of you and us pending the completion of arbitration.  Each party shall bear one-half of the arbitration fees and costs.

General Terms

This Agreement shall be treated as though it were executed and performed in West Palm Beach, Florida, United States, and shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.  In addition, you agree to submit to the personal jurisdiction and venue of such courts.  Any cause of action by you with respect to our Web site, Content, Service, or Products must be instituted within one (1) year after the cause of action arose, or it will be forever waived and barred.  Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law, and the remaining portions shall remain in full force and effect.  To the extent that any Content is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.  This Agreement does not create or otherwise confer any benefits to any third parties other than SPHomeRun and you.SPHomeRun may sell its business without providing prior notice to you.  Our rights under this Agreement shall survive any termination of this Agreement.