We welcome you to the Escalade, Incorporated (“Escalade Inc.,” “Company,” “we,” “our,” or “us”) website (the “Escalade Website”). The Escalade Website is designed to provide general information about Escalade Inc. (“General Information”) for our shareholders, potential investors, analysts, and other third parties interested in Escalade Inc., including convenient access to our filings with the Securities and Exchange Commission. Escalade Inc. is the parent company of Indian Industries, Inc. and our other subsidiaries and affiliates that comprise Escalade Sports (the “Escalade Subsidiaries”). The Escalade Subsidiaries also have websites (the “Subsidiary Websites”) that provide information regarding their products and services (the “Products and Services”). The Subsidiary Websites serve as a resource for the purchase and sale of Products and Services, and further seek to create a community of like-minded people interested in the Products and Services offered by the Escalade Subsidiaries.
The Website is protected by United States federal law, applicable individual state law, and applicable international law, including without limitation all patent, copyright, trademark and trade secret laws. Escalade Inc. and the Escalade Subsidiaries reserve all rights in the Escalade Content, in the Products and Services, and in all other assets of any and all types owned by, licensed by, or otherwise possessed by Escalade Inc. and/or any of the Escalade Subsidiaries. Certain features of the Website may only be accessible by registered users of the Website.
- Electronic Communications. You may communicate with us electronically via the Website, to the extent the Website allows for such communication, and you consent to receive communications from us electronically. Except as required by U.S. federal securities laws, you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Escalade Content. All Escalade Content, Products and Services, product and service information, website design, text, graphics, tradenames, logos, designs, slogans, button icons, audio and video clips, the selection and arrangement thereof, pricing and financial information, and all software is the exclusive property of Escalade Inc., the Escalade Subsidiaries, or theircontent suppliers. The Products and Services and Escalade Content, including any content provided by users of our Products and Services, is protected by copyright, trademark, patent, trade secret and other laws. Escalade Inc. and/or the Escalade Subsidiaries own and retain all rights, title and interest in the Escalade Content and in the Products and Services. All tradenames, logos, designs, slogans, software, and other intellectual property not owned by Escalade or the Escalade Subsidiaries are owned by their respective content supplier.
- Limited License. All access to the Escalade Content is provided subject to a limited, non-exclusive license. Escalade Inc. and the Escalade Subsidiaries hereby grant to you a limited, revocable, non-sublicensable license to reproduce and display a single copy of the Escalade Content, including any third party content located on or available through the Website but excluding any software code therein, solely for your personal, non-commercial use in connection with viewing the Website as a resource in connection with obtaining information about Escalade Inc. and the Escalade Subsidiaries and/or in connection with your understanding, purchase and use of the Products and Services. Except for any content posted by you on the Website, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or make available any Escalade Content appearing on or through the Website.
- Non-commercial Use. The Products and Services may not be used in connection with any commercial purposes, except as specifically approved by us. Unauthorized framing of or linking to any of the Website is prohibited. You agree to cooperate with us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Visitor and Member profiles without notice and may result in termination of access to the Website and of any membership privileges.
- Revocation of Limited License. If you violate this Agreement, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Products and Services, the Website or any Escalade Content is transferred to you, and all rights not expressly granted are reserved by Escalade Inc. and the Escalade Subsidiaries. Any use of the Website, the Escalade Content, or the Products and Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, patent, trade secret, and other laws.
- Third Party Statements. We are not responsible for third party statements. Reviews, critiques, editorials, commentary, forum or blog discussions or similar type statements posted by third parties are not intended to imply sponsorship, adoption, belief or endorsement of them by Escalade Inc. or by the Escalade Subsidiaries.
- No Investment Advice Provided. Any opinions, chats, messages, news, research, analyses, prices, or other information contained on the Website are provided as general market information for educational and entertainment purposes only, and do not constitute investment advice. The Website should not be relied upon as a substitute for extensive independent market research before making your actual trading decisions. Opinions, market data, recommendations or any other content is subject to change at any time without notice. We do not and will not accept liability for any loss or damage, including without limitation any loss of profit, which may arise directly or indirectly from your use of or reliance on such information. You should always understand that PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
- Reliance on Information Posted. The Escalade Content presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of the information constituting the Escalade Content. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, by any Visitor to the Website, by any Member, or by anyone who may be informed of any of its contents.
- Changes to the Website. We may change, modify, edit, update, delete, suspend, or discontinue, permanently or temporarily, the Website, including the Escalade Content on the Website, or any portion thereof, at any time and from time to time, with or without notice. The Website and the Escalade Content are not necessarily complete or up-to-date at any given time, and some or all of the information on the Website may be out of date. Except for the filing of periodic reports as expressly required by U.S. federal securities laws which are accurate as the date such reports are filed, we are under no obligation to change or update the Website or the Escalade Content. We have noobligation to give notice when any changes or updates are made, nor do we have any obligation to give notice or otherwise inform you, any Visitor, any Member, or anyone else that material and/or information on the Website is out of date or is no longer accurate. You agree that we will not be liable to you, or to any third party claiming through you, for any change, modification, edit, deletion, suspension, or discontinuance of the Website or the Escalade Content, nor for the absence of or failure to take such action.
- Your Use of the Website. YOUR USE OF THE WEBSITE, THE ESCALADE CONTENT, AND ANY INFORMATION OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, THE ESCALADE CONTENT, AND ANY INFORMATION OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NONE OF ESCALADE INC., THE ESCALADE SUBSIDIARIES NOR ANY PERSON ASSOCIATED WITH ESCALADE INC. OR THE ESCALADE SUBSIDIARIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE, THE ESCALADE CONTENT, OR ANY INFORMATION OBTAINED THROUGH THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NONE OF ESCALADE INC., THE ESCALADE SUBSIDIARIES NOR ANY PERSON ASSOCIATED WITH ESCALADE INC. OR THE ESCALADE SUBSIDIARIES REPRESENTS OR WARRANTS THAT THE WEBSITE, THE ESCALADE CONTENT, OR ANY INFORMATION OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, UP-TO-DATE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, THE ESCALADE CONTENT, OR ANY INFORMATION OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Prohibited Conduct. You agree not to use the Website to post or otherwise transmit information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“User Content”) that:
- is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- exploits people in a sexual or violent manner;
- contains nudity, violence, or offensive subject matter;
- solicits personal information from anyone under the age of eighteen (18);
- provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own;
- promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- violates any intellectual property or other proprietary right of any third party, including User Content that promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
- involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
- contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
- solicits passwords or personal identifying information for commercial or unlawful purposes from other Members;
- involves commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph of another person that you have posted without that person’s consent or, in the case of children under the age of eighteen (18), parental consent, or otherwise constitutes an invasion of an individual’s privacy or infringement of publicity rights;
- disrupts, interferes with, overburdens, impairs, damages, denies service to or otherwise harms or violates the security of this site, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through Escalade Inc., any Escalade Subsidiary, or affiliated or linked sites, “flames” any individual or entity (e.g., sends repeated messages related to another user and/or makes derogatory or offensive comments about another individual), or repeats prior posting of the same message under multiple threads or subjects;
- contains or introduces any virus, Trojan horse, worm, logic bombs, component, or other material which is malicious or technologically harmful;
- impersonates or attempts to impersonate Escalade, Inc., an Escalade Subsidiary, any of their respective shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, or distributors, another user of the Website, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
- uses any manual process, any device, robot, bot, spider or other automatic device, any software, or any other process or routine that interferes with, or is intended to interfere with, the proper working of the Website or to have unauthorized access to the Website for any purpose, including monitoring or copying any of the Escalade Content or other material on the Website; or
- in any way violates any applicable federal, state, local, or international law, rule or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
- Ownership of User Content. You further represent and warrant that: (i) you own all right, title and interest in all User Content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your User Content on or through the Website does not violate the privacy rights, publicity rights, copyrights, trademarks, patents, trade secrets, contract rights, confidentiality, or any other rights of any third party. By posting, displaying, publishing, transmitting, or otherwise making available (individually and collectively, “posting”) any User Content on or through the Website, you hereby grant to Escalade Inc. a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, adapt, translate, create derivative works, publicly perform, publicly display, store, reproduce, transmit, distribute, and otherwise make available such User Content on and through the Website, in print, or in any other format or media now known or hereafter invented, without notification, compensation, or attribution to you, and without your consent. If you wish to remove any User Content from the Website, your ability to do so may depend on the type of User Content, the location and manner of posting, and other factors. You may contact us to request the removal of certain User Content you have posted, but we have no obligation to remove any such User Content, may choose whether or not to do so in our sole discretion, and make no guarantee as to the complete deletion of any such User Content and copies thereof. Notwithstanding the foregoing, a backup or residual copy of any User Content posted by you may remain on our servers after the User Content appears to have been removed from the Website, and we retain the rights to all such remaining copies.
- Rejection/Removal of User Content. You acknowledge that we may or may not pre-screen User Content posted on the Website, but that we have the right (but not the obligation) in our sole discretion to pre-screen, edit, refuse, or remove any User Content or portion thereof that is available via the Website at any time, for any or no reason. Without limiting the foregoing, we have the right to remove from the Website any User Content that violates this Agreement or is otherwise objectionable in our sole discretion, or to restrict, suspend, or terminate your access to all or any part of the Website at any time, for any or no reason, with or without prior notice, and without liability. If you become aware of misuse of the Website by any person, please contact Escalade Inc.
- Preservation/Disclosure. You acknowledge, consent and agree that we may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Escalade Inc., the Escalade Subsidiaries, their respective shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors, and assigns, Members, and/or the public in general. YOU WAIVE AND HOLD HARMLESS ESCALADE INC. AND THE ESCALADE SUBSIDIARIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF OURINVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.
- Security. We take standard precautions in seeking to ensure that our systems are secure and that they meet industry standards, including the application of firewalls for our Internet-based systems. When appropriate, we employ the use of encryption technologies, user authentication systems (e.g., passwords and personal identification numbers) and access control mechanisms.
- Security Components. You understand that the Website and software embodied within the Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by us and/or content providers who provide content to us. You may not attempt to override or circumvent any such security components and usage rules embedded into the Website.
- International Use. Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Third Party Rights/ Digital Millennium Copyright Act Policy. We respect the rights of third parties. In the event that a third party believes that content used on or with the Website or our Products and Services violates that party’s copyright or trademark rights, the following policy applies:
- The complaining party should provide a notice to Escalade Inc. informing Escalade Inc. of the asserted violations. To be effective, a “Notice” must be a written communication to Escalade Inc. which includes the following:
- identification of the work or rights alleged to be infringed;
- identification of the material claimed to be infringing or which is the subject of the violation and identifying information for the party allegedly committing the violation;
- the complaining party’s contact information, including a complete name, address, telephone and e-mail address;
- a statement under penalty of perjury that the complaining party has a good faith belief that use of the material is unauthorized, that the information in the Notice is accurate and, that the complaining party is authorized to act on behalf of the owner; and
- a physical or electronic signature of a person authorized to act on behalf of the complaining party.
- Upon receipt of a sufficient Notice, Escalade Inc. will review the Notice, will notify the party allegedly committing the violation and will temporarily remove or disable the allegedly violative material. Escalade Inc. reserves the right to terminate the account of repeat offenders.
- Escalade Inc. will provide the allegedly violating party an opportunity for 10 business days to provide a Counter-Notice defending the allegedly violating material and will forward any Counter-Notice to the complaining party.
- Upon receipt of a Counter-Notice, Escalade Inc. may at its option restore the removed or disabled material in no less than 10 business days unless the complaining party notifies Escalade Inc. that it has sought a court order for injunctive relief.
- The complaining party should provide a notice to Escalade Inc. informing Escalade Inc. of the asserted violations. To be effective, a “Notice” must be a written communication to Escalade Inc. which includes the following:
- Member Disputes. You are solely responsible for your interactions with other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members.
- Term and Termination. We reserve the right to terminate your account or your access to the Website immediately, with or without notice to you, and without liability to you, if we believe that you have breached any of the terms of this Agreement, furnished us with false or misleading information, or interfered with use of the Website or of the Products and Services by others. Notwithstanding any termination of this Agreement, this Agreement shall remain in full force and effect for so long as it is posted on the Website and for a period of time thereafter through the expiration of any applicable statute of limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to your use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Disclaimer of Warranties. You expressly understand and agree that: Your use of Products and Services is at your sole risk. Individual goods sold by any Escalade Subsidiary may contain a warranty which applies to those goods for the original purchaser from such Escalade Subsidiary or one of its authorized retailers or suppliers. Except for warranties expressly provided with the sale of goods, the Products and Services are provided on an “as is” and “as available” basis. Escalade Inc., the Escalade Subsidiaries, and their respective suppliers, licensors, licensees, and distributors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, with respect to the Products and Services. Escalade Inc., the Escalade Subsidiaries and their respective suppliers, licensors, licensees, and distributors make no warranty that (i) the Products and Services will meet your requirements; (ii) the Products and Services will be uninterrupted, timely, secure, error-free, or free of any harmful components; (iii) the results that may be obtained from use of the Products and Services will be satisfactory or reliable; and (iv) the quality of any Products and Services purchased or obtained by you through the Website will meet your expectations.
- Limitation on Liability. To the fullest extent permitted by applicable laws, iIn no event will Escalade Inc., the Escalade Subsidiaries, or any of their respective shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, contractors, licensees, or distributors be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from or in connection with the use of the Website or any website with which it is linked, the Escalade Content, or the Products and Services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, we have no 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 for any Products and Services.
- Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for indirect, consequential, exemplary, incidental, special, or punitive damages. Accordingly, in certain jurisdictions, some of the above limitations of liability may not apply to you, provided, however, all other provisions of this Agreement shall remain in full force and effect.
- Indemnity. You agree to indemnify, defend, and hold harmless Escalade Inc., the Escalade Subsidiaries, and any of their respective shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, contractors, licensees, or distributors from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your breach of the terms of this Agreement, your use of the Website or of any Escalade Content, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of Escalade, Inc., any Escalade Subsidiary, or any other person or entity.
- Additional Terms. We may also require you to follow additional rules, guidelines or other conditions (“Additional Terms”) in order to participate in certain promotions or activities available through the Website, to obtain certain premium content through the Website, or for other reasons. In addition, certain Additional Terms will govern any purchases you make through any online stores located on our various Websites. These Additional Terms will be posted on the relevant portions of the Website or on the portions of the Website that describe the specific promotions, content, or activities. These Additional Terms are part of this Agreement, and you agree to comply with them when you participate in those promotions, purchase items from our online stores, or otherwise engage in activities governed by such Additional Terms.
- Waiver and Severability of Terms. Any failure of Escalade Inc. or any Escalade Subsidiary to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement remain in full force and effect.
Questions. If you have any questions regarding this Agreement, contact us by phone at 1-800-467-1421.
COPYRIGHT 2021, ESCALADE INC., ALL RIGHTS RESERVED.