STANDARD TERMS AND CONDITIONS
1 . The Services
- a. General. Stacked Sports provides an Internet-based, social media brand management service that, among other things, permits Stacked Sports’ subscribers (e.g., coaches, athletes, athletic staff, athletic directors, and universities) to create and manage a social media policy, track the adoption of a policy, have access to educational videos and other content, view one’s own or other Stacked Sports users social media posts in a single feed and screen those posts against your adopted policy, use the RecruitSuite tool to communicate via Twitter with prospective student athletes, view publicly available content, and in some cases interact with ones social media posts. The services may consist of multiple components, each of which requires a subscription for use pursuant to a signed order form (“Order”) detailing the particular services intended for the subscription (each component to which Client, at any given time, is then subscribed, a “Service”, and all components to which Client is then subscribed, collectively, the “Services”). During any period of time for which Client has paid the applicable fees with respect to a specific Service, Stacked Sports will provide or make such Service available to Client, for use in accordance with this Agreement, in such form and manner as such Service is then generally offered or made available by Stacked Sports to its subscribers. While certain aspects or features of the Services are intended to aid or assist you in complying with the social media policy, rules and bylaws of the NCAA and other applicable athletic governing bodies, you expressly acknowledge and agree that you are solely and exclusively responsible for such compliance and that Stacked Sports shall have no responsibility or liability with respect to your compliance. Likewise, you expressly acknowledge and agree that you are solely and exclusively responsible for your own compliance with any applicable laws or regulations, including but not limited to, Family Educational Rights and Privacy Act (FERPA) and the Health Insurance Portability and Accountability Act (HIPAA), and that Stacked Sports shall have no responsibility or liability with respect to your compliance. You further acknowledge and agree that Stacked Sports is only providing a means and medium by which you (and your end users) may manage and view your brand on publicly available social media networks, the content of which is generated by you or third parties, none of whom Stacked Sports has responsibility or control over, and that Stacked Sports shall not be liable or responsible in any way for the content, accuracy, timeliness, completeness, or reliability of any data provided or stored on the Site or any actions, inactions, or decisions made by you through use of the Services.
- b. Grant. Subject to any restrictions and limitations specified in the Order (including but not limited to the particular components to which the Client is subscribed, the number of users or teams authorized to use the Services, and other such terms as may be identified in the Order), Stacked Sports grants to Client a limited, personal, non-exclusive, non-transferable, worldwide license (without the right to sublicense) to, during any period of time for which Client has paid the applicable fees, access and use the Services on the terms set forth in this Agreement and in accordance with Stacked Sports’ policies that are posted or made available through the applicable Service or on Stacked Sports’ Web site, or that are otherwise provided to Client by Stacked Sports in writing or electronically, from time to time (the “Service Policies”).
- d.Technical Support. Stacked Sports will use reasonable efforts to make the Services generally available, except during periods of scheduled or emergency maintenance and outages not within the reasonable control of Stacked Sports. Stacked Sports will make reasonable technical support for the Services available via telephone, email and Twitter. Stacked Sports will use reasonable efforts to correct or provide a workaround for any reproducible material defect in the Services that is reported by Client. Stacked Sports shall not be obligated to cure any alleged defect resulting from misuse or unauthorized use or modification of the Services. Stacked Sports may from time to time, in its sole discretion, modify or enhance the Services, without materially reducing their basic functionality.
- e. Training. Stacked Sports will make basic materials (including help guides, guided walkthroughs, how-to videos, and webinar training sessions) regarding the use and administration of the Services available through the Services or on Stacked Sports’ Web site. Additional training requested by Client will be subject to a change order at the current Stacked Sports rates.
- f. Feature Requests. The Stacked Sports solution must be used by Client in the current form and function. Stacked Sports will evaluate all Feature Requests and will be the sole judge on determining 1) whether the Feature Request is appropriate and 2) what, if any, additional costs will be charged to Client to implement the changes.
2. Responsibilities of Client
- General. All access to and use of the Services by Client shall be in accordance with this Agreement and the Service Policies. Client shall be exclusively responsible for procuring and maintaining appropriate network and Internet connectivity, as required to access and use the Services, and appropriate hardware and equipment that meets the applicable minimum requirements stated, at any given time, in the Service Policies, for the use of the Services. All requests by Client for technical support with respect to the Services shall be made in accordance with the Service Policies.
- Marks. Client shall, in a timely manner, provide Stacked Sports with copies, in industry-standard electronic form, of any marks, logos, and related materials of Client’s (the “Marks”) that Stacked Sports is to use in providing the Services to Client hereunder (e.g., in providing the Branded Email Service to Client). Client hereby grants Stacked Sports a non-exclusive, non-transferable, royalty-free right and license to use and display the Marks during the term of this Agreement, solely as necessary and appropriate for Stacked Sports to provide the Services in accordance with this Agreement.
- System Administration. Client shall be exclusively responsible for, in accordance with the Service Policies: (i) creating and defining under Client’s account in the Services any logons or IDs for Client’s designated end-users of the Services; and (ii) defining and maintaining at all times with respect to each such logon or ID the appropriate scope of the applicable user’s authority and permission with respect to the use of the Services and the security controls, restrictions, and limitations that apply with respect to each such user and his or her use of the Services. Client is solely and exclusively responsible for all access and use of the Services (and for any resulting activity or communications) by Client or its end-users or that occurs through the use of any logon or ID established by or with respect to Client or any of its end-users. Stacked Sports shall not be liable or responsible for any activity, loss, or damage arising from any unauthorized access to or use of any such logons or IDs or resulting from any failure by Client or its system administrator to, in accordance with this Agreement and the Service Policies, establish or assign an appropriate scope of authority or permission, or appropriate security controls, restrictions, or limitations, with respect to any given user, logon, or ID. Client shall immediately notify Stacked Sports of any known or suspected unauthorized access to or use of Client’s account, or of any logons or IDs established or assigned with respect to Client or its customers or clients, of which Client becomes aware.
- Compliance. While certain aspects or features of the Services are intended to aid or assist Client in complying with the social media polity, rules and bylaws of the NCAA and other applicable athletic governing bodies, Client expressly acknowledges and agrees that it is solely and exclusively responsible for such compliance and that Stacked Sports shall have no responsibility or liability with respect to such compliance. Client further acknowledges and agrees that Stacked Sports is only providing a means and medium by which Client may manage and view its brand on social media networks and that Stacked Sports shall not be liable or responsible in any way for the accuracy, timeliness, completeness, or reliability of any data provided or stored by Client in the Services or any actions, inactions, or decisions made by Client through use of the Services.
- Prohibited Activities. Client may access and use the Services, and may permit others to access and use the Services, only as expressly provided herein. Except as expressly permitted by this Agreement, Client shall not: (i) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of, or otherwise attempt to derive any source code of or relating to, the Services, any components thereof, or any other resources used by Stacked Sports to provide the Services; (ii) alter or copy, or permit any person or entity to alter or copy, any components of the Services; (iii) intentionally interfere with, disrupt, interrupt, restrict, prevent, or disable, access to or use of the Services or any components thereof, any other resources used by Stacked Sports to provide the Services, or the receipt or utilization of the Services, whether by Client or any other subscribers of Stacked Sports; or (iv) distribute, resell, assign, transfer, lease, rent, license, sublicense, disclose, or encumber the Services or any components thereof, or any other resources used by Stacked Sports to provide the Services, or at any time make any portion or components of the Services available in a timesharing, service-bureau, or similar environment. Client acknowledges and agrees that any breach by it, or by any of its agents, employees, or representatives, of this Section shall cause irreparable injury to Stacked Sports and that, in such an event, and in addition to any other remedies that may be available, in law, in equity, or otherwise, Stacked Sports shall be entitled to seek and obtain injunctive relief against any threatened or continuing such breach.
3. Term and Termination
- Term. This Agreement shall take force and effect as of the Effective Date and shall, unless earlier terminated in accordance with Section 00, continue in force and effect for the initial term thereafter (the “Initial Term”). The term of this Agreement shall automatically renew and be extended for successive periods of one (1) year each (each, a “Renewal Term”) upon the expiration of the Initial Term or any Renewal Term, unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the then-scheduled end of the term (whether the Initial Term or a Renewal Term).
- Termination. Either party may terminate this Agreement for cause upon providing the other party with written notice thereof if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after being provided with written notice reasonably describing the breach by the non-breaching party.
- Effects of Termination. Upon any expiration or termination of this Agreement, Client shall immediately cease access and use of the Services and Client shall pay to Stacked Sports any amounts payable pursuant to this Agreement through the effective date of termination.
- Suspension of Use. Client acknowledges and agrees that, in addition to Stacked Sports’ other rights hereunder, Stacked Sports may, in its sole discretion, immediately suspend or disable Client’s right and ability to access and use the Services, without notice and without liability, if Stacked Sports believes that Client has breached or failed to comply with any of the terms of this Agreement or the Service Policies or for any other reason that Stacked Sports believes is causing risk, liability, loss, or damage to Stacked Sports, the Services, any other users of the Services, or any other third parties. Stacked Sports may, in such circumstances as it deems appropriate, provide Client with notice and a reasonable opportunity to cure before suspending Client’s use of the Services. In the event of a suspension of Client’s use, Client shall promptly cooperate with Stacked Sports in attempting to resolve the applicable issue.
4. Fees and Payment
- Fees. Client shall pay Stacked Sports any fees associated with Client’s use of the Services; as such fees are determined in accordance with this Agreement and any applicable Orders, and any other fees payable hereunder. Fees for annual subscriptions to the Services are payable in advance, prior to the start of the applicable term. Fixed monthly fees for the Services are payable monthly in advance, and any variable fees for the Services are payable monthly in arrears, as incurred, all at Stacked Sports’ then-current rates. Unless expressly otherwise provided herein, all fees are stated and payable in U.S. dollars, are nonrefundable, and shall be paid without right of setoff. Stacked Sports may adjust the annual subscription fees payable with respect to any Renewal Term by providing Client with written notice of such adjustment at least sixty (60) days prior to the start of such Renewal Term.
- Invoices. Stacked Sports will invoice Client for any fees payable by Client hereunder. All invoiced amounts not disputed in good faith by Client in a writing delivered to Stacked Sports prior to the applicable due date shall be due and paid by Client within thirty (30), days after the date on which Stacked Sports sends the invoice to Client.
- Taxes. All fees payable hereunder are exclusive of, and, as between the parties, Client is responsible for paying, any taxes assessed or imposed in connection with this Agreement or the provision of the Services to Client (excluding taxes on Stacked Sports’ income or property). Client shall indemnify and hold Stacked Sports harmless from and against all claims and liabilities arising in connection with Client’s failure to report or pay any such taxes.
5. Proprietary Rights
Client acknowledges and agrees that the Services are the valuable proprietary and intellectual property of Stacked Sports and its applicable licensors and that Stacked Sports and its applicable licensors are and shall remain the sole and exclusive owners of the Services, all components, materials, works, products, inventions, and ideas contained therein, and all intellectual property and proprietary rights pertaining to the foregoing. Stacked Sports and its applicable licensors expressly reserve and retain all rights to the Services (and all components thereof) that are not explicitly granted in this Agreement, and no implied license to, or interest in, any such rights shall arise as a result of or in connection with this Agreement.
6. Confidential Information
Client and Stacked Sports each acknowledge and agree that certain Confidential Information of each of them will be used and disclosed in connection with this Agreement. As used in this Agreement, “Confidential Information” means: (i) with respect to either party, materials or information relating to the business or operations of such party that are not generally known to others in the same industry, including, but not limited to, know-how, trade secrets, source code, technical data, drawings, designs, database design, processes, procedures, models, manuals and documentation, financial information, business data, marketing and product-related data, future plans, customer and supplier lists, personnel-related information, and the like; (ii) in addition, with respect to Stacked Sports, the Services and all portions and components thereof; and (iii) in addition, with respect to Client, the personal or individually identifiable information relating to students, athletes, or prospective recruits of Client’s that is stored in the Services or otherwise provided or made available to Stacked Sports hereunder. Client and Stacked Sports shall each maintain the Confidential Information of the other in strict confidence, using the same care as they respectively exercise with regard to their own confidential information of a similar nature, but at least a reasonable standard of care. Without the prior written consent of the other party, neither Client nor Stacked Sports shall use or disclose, or permit to be used or disclosed, any Confidential Information of the other party except as necessary and appropriate for performance hereunder or as required by law or legal process. Notwithstanding the foregoing provisions of this Section, Confidential Information shall not include information to the extent that such information: (1) is already known to a party free of any restriction at the time it is disclosed by the other party hereunder; (2) is or becomes publicly known or available through no wrongful act or breach of this Agreement; or (3) is rightfully received by a party from a third party without restriction. The parties agree that any breach by either party of this Section shall cause irreparable injury to the other party and that, in such an event, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall each be entitled to seek injunctive relief against any threatened or continuing such breach, without the necessity of proving actual damages or posting bond. The obligations of confidentiality set forth in this Section shall remain in force and effect at all times during the term of this Agreement and: (A) with respect to Confidential Information that constitutes a trade secret under applicable law, for so long as such trade secrets status is maintained; and (B) with respect to Confidential Information that does not constitute a trade secret, for five (5) years after termination or expiration of this Agreement (or for the maximum amount of time permitted under applicable law, if shorter than five (5) years).
7. Representations & Warranties
Client represents and warrants that: (i) it is (if an entity) duly organized, validly existing, and in good standing under the laws of its applicable state, commonwealth, or province; (ii) the execution and performance of this Agreement by it shall not violate any applicable laws or regulations and shall not breach any agreement, covenant, court order, judgment, or decree to which it is a party or by which it is bound; (iii) Client shall comply with all applicable laws and regulations, and all applicable rules and bylaws of the NCAA and any other applicable athletic governing bodies, in connection with this Agreement and shall not use or permit the use of the Services, or of any data or information obtained through the use of the Services, for any unlawful or unauthorized purpose; (iv) Client has all necessary rights, powers, and authority to enter into and fulfill its obligations under this Agreement; and (v) Client has, or by the applicable time of access shall have obtained, all consents, authorizations, and approvals of third parties (including, but not limited to, those of any of Client’s students, athletes, or prospective recruits) necessary or appropriate for Stacked Sports to provide the Services in accordance herewith.
- Disclaimer of Warranties. STACKED SPORTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SERVICES, OR ANY DATA OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY STACKED SPORTS IN CONNECTION WITH THIS AGREEMENT, AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THIS AGREEMENT, THE SERVICES, AND ANY DATA AND OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY STACKED SPORTS IN CONNECTION HEREWITH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE SERVICES AND ANY DATA AND OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY STACKED SPORTS IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED AND MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND.
- Use and Operation of the Services. WITHOUT LIMITING THE PROVISIONS OF SECTION 8(a), STACKED SPORTS EXPRESSLY DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES SHALL BE PROVIDED OR MADE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, THAT ALL ERRORS OR DEFECTS IN THE SERVICES (OR THE DATA PROVIDED OR MADE AVAILABLE THROUGH THE SERVICES) WILL BE CORRECTED, OR THAT THE SERVICES WILL BE APPROPRIATE FOR ANY PARTICULAR USE OR PURPOSE TO WHICH CLIENT OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM. STACKED SPORTS SHALL NOT HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO INACCURACIES, ERRORS, OR OMISSIONS IN DATA OR INFORMATION PROVIDED BY CLIENT OR THIRD PARTIES IN CONNECTION WITH THE USE OF THE SERVICES, OR OCCURRING IN THE TRANSMISSION OF ANY DATA OR INFORMATION OVER THIRD-PARTY NETWORKS OR THROUGH OTHER RESOURCES NOT UNDER STACKED SPORTS’ CONTROL.
a. Intellectual Property. Client shall promptly notify Stacked Sports of any suit or proceeding brought against it arising out of any third-party claim that the Services or any portion thereof (excluding any data or information included or contained in the Services that was provided by Client or any third party) infringes upon any United States’ patent, copyright, or trademark, or constitutes a misappropriation of any trade secret. Stacked Sports will have the right of sole control of the defense of any such suit or proceeding and all negotiations for settlement for compromise of the claims arising hereunder. Stacked Sports will indemnify, defend, and hold Client harmless from and against any such suit, proceeding, or third-party claim, and shall pay all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) to the extent arising out of any such third-party claim, provided that Client reasonably and promptly cooperates in such defense. In the event of any such third-party infringement claim, Stacked Sports may, in its sole discretion, either: (i) procure a license to enable Client to continue to use the allegedly infringing portions of the Services hereunder; (ii) develop or obtain, and provide Client with, a non-infringing substitute for allegedly infringing portions of the Services, for use in accordance herewith; or (iii) if Stacked Sports determines that the alternatives under the preceding clauses (i) and (ii) are not reasonable, feasible, or practicable through the exercise of commercially reasonable efforts, Stacked Sports shall have the right to terminate this Agreement upon providing written notice to Client, refunding to Client any amounts prepaid by Client for periods of time not yet expired (or Services not yet provided) as of the date of termination. Stacked Sports shall have no liability or obligation to indemnify Client hereunder to the extent that any alleged infringement arises out of, relates to, or results from: (1) use of the Services other than in accordance with this Agreement, the Service Policies, and any applicable documentation; (2) any modification or alteration of the Services other than by or with the express prior written consent of Stacked Sports; (3) use of the Services in combination with products or equipment not supplied by Stacked Sports or expressly recommended or approved in writing and in advance by Stacked Sports; or (4) any data or information included or contained in the Services that was provided by Client or any third party. THIS SECTION STATES STACKED SPORTS’ SOLE LIABILITY AND OBLIGATION, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY’S RIGHTS BY THE SERVICES OR ANY DATA OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY STACKED SPORTS HEREUNDER.
10. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Company (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
11. Acceptable Use
For the avoidance of doubt, the Acceptable Use Policy as set forth in the applicable Website Terms and Conditions (Section 5 of the attached version of the Website Terms and Conditions), shall apply with respect to Client and Client’s end users. In particular, Client acknowledges that the Site and Services available herein are only available to persons 13 years of age and older. Children under the age of 13 are strictly prohibited from using this Website and the Services therein.
12. Dispute Resolution
For the avoidance of doubt, the Dispute Resolution Policy as set forth in the applicable Website Terms and Conditions (Section 12 of the attached version of the Website Terms and Conditions), shall apply with respect to any dispute arising out of or related to this Agreement. This Agreement and all performance hereunder shall be governed by and construed in accordance with the substantive laws of the United States of America and the State of Ohio, without regard to conflicts of laws provisions. Any claim, suit, action or proceeding arising out of or relating to this Agreement shall be brought in accordance with the Dispute Resolution procedure. Any civil claim permitted by this Dispute Resolution Procedure or otherwise permitted by law if some or all of the Dispute Resolution Procedure if found to be non-enforceable, shall be brought exclusively in the state or federal courts located in Franklin County, Ohio, and each party hereto irrevocably submits to the jurisdiction and venue of such courts for such permitted civil claims. Any legal action, regardless of form, arising out of or related to the Services or this Agreement must be brought within one (1) year after the cause of action arose, or the cause of action shall be permanently barred.
- General. This Agreement (including its Services Policies, attached hereto) constitutes the entire understanding with respect to the subject matter hereof. In the event any one or more provisions of this Agreement shall for any reason by held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain valid and enforceable and of full force and effect. Any provisions of this Agreement that impose continuing obligations upon a party or, by their nature or terms, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or termination of this Agreement, shall remain in force and effect after such expiration or termination for so long as intended. No failure by either party to enforce any right or remedy under this Agreement shall be construed as a waiver of such party’s right to enforce any provision of this Agreement in the future. Client may not assign or otherwise transfer this Agreement or its rights or obligations hereunder without the prior written consent of Stacked Sports. The parties are independent contractors with respect to each other and this Agreement, and nothing in this Agreement shall be construed to constitute either party as a partner, joint venture, employee, agent, or representative of the other. The provisions of the Agreement are for the sole benefit of the parties hereto and shall in no event confer, or be deemed to confer, any rights, benefits, or claims upon any person or entity that is not a party hereto.
- Export. The Services and related documentation and technical data may be subject to U.S. export control laws, including, but not limited to, the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations of other countries. Client shall comply with all such laws and regulations in a timely manner with regard to Client’s use of the Services in connection with this Agreement, and Client shall obtain any licenses or permits required in connection therewith.
- Force Majeure. Stacked Sports shall not be liable for delays or failures in performance caused by acts or events beyond its reasonable control (e.g., acts of God, war, terrorism, or delays, interruptions, or unavailability of third-party services or materials, e.g., the Internet, utilities, the native social networking platforms and telecommunications resources).
- Advertising and Links. Stacked Sports may display advertisements and commercials (collectively, “advertising”) on pages within the Services or on Stacked Sports’ Web site that also contain Client’s information. Advertising will be visually separated from Client’s information, and reasonable attempts will be made so that advertisers do not imply endorsement or use of products or services by Client.
- Delivery of Data. Client must deliver data to Stacked Sports in the format and method described in the attached Welcome Letter. If the data does not conform to these requirements, Stacked Sports will bill Client its current rates to scrub and modify data to meet the requirements.