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These Terms and Conditions govern your use and access to our network of websites, which currently includes: (1) http://www.football.com; and (2) http://www.basketball.com (collectively, the "Sites," or individually, a "Site").
IMPORTANT! These Terms and Conditions also govern your membership to the Sites, or areas of the Sites, such as the Forums, if you register to become a member. By accessing, using, viewing, reading, printing, installing, or downloading any material from the Sites, or becoming a member to the Sites, you agree to be bound by these Terms and Conditions. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest your agreement to these Terms and Conditions by any act demonstrating your assent thereto, including clicking any button or link containing the words "I agree" or similar syntax. You may submit a paper copy of this transaction and print this form for your personal records. You have the right to withdraw your consent to use the E-Sign Act by emailing us. Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a simple browser program such as Internet ExplorerTM or NetscapeTM and a computer.
These Terms and Conditions are subject to change by the Sites at any time in our discretion. Your use of the Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. If you do not agree to be bound by these Terms and Conditions, you may not enter the Site or exercise any of the privileges of membership. In such case you must exit the Site immediately and you may not use or access the Site or print or download any materials from them. You may use and access our Sites only in accordance with these Terms and Conditions. Please consult these Terms and Conditions regularly and read them carefully before using the Sites. You affirm that you have read this entire Agreement and understand, agree and consent to its Terms and Conditions.
You are solely responsible for obtaining access to the Sites and that access may involve third party fees (such as Internet service provider, DSL/Cable line, or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Sites.
1. Content, Advertising & Free Speech.
The Sites contain images and content, including but not limited to text, software, images, data, advertisements, messages, and other information, including other World Wide Web sites owned, operated, licensed, or controlled by the Sites (collectively; "Materials"). All Materials displayed on the Sites are protected by the First Amendment rights to Free Speech, Free Expression and Freedom of the Press. The Sites firmly believe that the best judge of appropriate information retrieval is you, not the government or third parties. We therefore offer you access to the Materials posted on the Sites, and allow our users to decide for themselves what information they desire to receive and review. The Sites are merely a venue for the dissemination of information and advertising, and are therefore considered an "Internet Access Provider" under Section 230 of the Communications Decency Act of 1996. Therefore, the Sites and its owners and agents are immune from all claims and suits based on the content of the communications passing through our online system. The Sites contain advertising and Materials that constitute a form of protected commercial speech. The Sites expressly disclaim any and all involvement with any form of gambling conduct. Any affiliation with our advertisers is purely contractual in nature, and our Sites do not offer gambling or wagering of any kind. All information provided on the Sites is offered for novelty purposes only. No illegal use of the Sites, or any information found thereon, is permitted or condoned. You acknowledge that you are aware of the nature of the Materials provided by the Sites, that you are not offended by such Materials and that you access the Sites freely, voluntarily and willingly. You further agree not to use or access the Sites if doing so would violate the laws of your state, province or country.
2. Age of Majority and Membership.
A. Age of Majority.
You represent and warrant you are at least 13 years of age to access the Site, and that if you are under the age of majority in your jurisdiction, you have the permission of your parent or legal guardian to enter into this Agreement prior to using the Site. If you are under the age of 13, a parent or guardian must mail (9 Goodyear, Irvine, California 92618) or fax (949-457-3194) a signed permission form to the Administrator of the Sites' Forums before a user under the age of 13 can complete the registration and use the Site. If you are not at least 13 years of age and you do not return a permission form signed by your parent or legal guardian to the Sites, you may not use or access the Site's Forum areas or print or download any Materials from it. We expressly disclaim any responsibility or liability for any misrepresentations regarding a user's age.
B. Membership.
Membership may not be transferred or sold to a third party. The Sites and their affiliates disclaim any and all liability arising from fraudulent entry and/or use of the Sites. If a user fraudulently obtains access, the Sites may terminate membership immediately and take all necessary and appropriate actions under applicable federal, state, and international laws. Nothing contained herein shall limit or waive any equitable or legal remedies available to the Sites.
3. Posting Images, Messages and Content.
A. Post Only Legal Images and Messages.
Certain areas of the Sites allow members to post messages or other information. You acknowledge that the Sites are intended to contain only Materials, images, and messages protected by the First Amendment to the United States Constitution. If you choose to post any Materials on the Sites, you agree to post only Materials and messages that are legal and protected under the First Amendment. You further expressly agree to refrain from posting any Materials that are considered to be defamatory, harassing, threatening, obscene, child pornographic, or otherwise illegal. If you are seeking information regarding illegal activities or are seeking to post illegal Materials or content, please exit the Sites immediately.
B. Rights to Posted Materials.
You agree and certify that each and every message you post on the Sites are created by you and that you own all rights to those Materials before you post it. The Sites expressly disclaim any and all damages and liabilities arising from a user posting Materials or content including but not limited to claims for copyright infringement and defamation. YOU FURTHER ACKNOWLEDGE THAT THE RIGHTS TO ALL MATERIALS AND CONTENT SUBMITTED TO THE SITES BECOMES THE PROPERTY OF THE SITES. YOU HEREBY TRANSFER AN IRREVOCABLE LICENSE TO USE, REUSE, MODIFY, DELETE OR TRANSFER ANY MATERIALS AND CONTENT SUBMITTED BY YOU TO THE SITES IN ANY FORM.
C. Unacceptable Postings.
User acknowledges and agrees not to post any Materials that: (a) infringe on another's proprietary rights including but not limited to copyright, patent, trademark, and right of publicity; (b) facilitate or promote gambling, wagering, games of skill, or any method of a lottery system; (c) involve chain letters or any form of unauthorized solicitation or advertising; (d) are unlawful, obscene, harassing, threatening, defamatory, child pornographic, or false; or (e) are not protected by the First Amendment to the United States Constitution.
The Sites reserve the right to edit, modify, delete or repost any materials or images submitted to the Sites at any time.
4. Information Control in Chat Rooms.
A. Information Control.
The Site's Forum area was designed for users to share and express ideas and information. The Site functions as an Internet Access Provider, and does not control or regulate the content of materials or communications made available on the Site, which may be offensive, harmful, inaccurate, or deceptive to other users, companies or individuals. The Site advises users to be cautious, practice safe communications, and be aware that other users may be acting under false pretenses. The Site will generally not remove legal Materials, images, or messages that are submitted and posted to the Site, if the Materials are in compliance with this Agreement including but not limited to Paragraphs 14 and 17. However, the Site reserves the right to remove any Material at any time.
B. Liability Waiver.
The Site disclaims any and all liability arising from damages incurred while on the Site including but not limited to fraudulent user statements, identity theft, or technical difficulties relating to the Site, to the extent permitted under the laws of your state, if such limitations control in light of the choice of law provision contained in this Agreement. In consideration of a user's access to the Site, user hereby agrees to hold the Site harmless for all damages and liabilities arising from a user accessing or using the Site including but not limited to claims for copyright infringement, right of publicity violations, trademark infringement / dilution, unfair competition or trade practices, emotional distress, and / or defamation.
5. Site Access and Interference.
A. Access.
To access the Site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all information you provide will be correct, current, and complete. If the Site believes the information you provide is not correct, current, or complete, the Site has the right to refuse you access to the Site or any of its resources, and to terminate, limit or suspend your access at any time. Subject to these Terms and Conditions and in consideration of using the Sites, the Sites hereby grant you a limited, nonexclusive, nontransferable personal license to access and use the Sites and the Materials contained therein. Provided that you are a member in good standing to the Site, you may cache the Materials onto a single computer for your personal, non-commercial internal use only. All Materials on the Sites shall be for private use only, and all other uses are strictly prohibited. You agree to prevent any unauthorized copying of any of the Site, or any of the Materials contained therein. Any unauthorized use of the Sites or any of the Materials contained therein terminates this limited license effective immediately. This is a license to use and access the Site for its intended purpose and is not a transfer of title. Violators of this limited license may be prosecuted to the fullest extent under the applicable law.
B. Interference.
User hereby agrees not to use any automatic device or manual process to monitor or reproduce the Site, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site or any communications on it.
6. Restrictions on Use of Site.
You may use the Site only for purposes expressly permitted by the Terms and Conditions of the Site. You may not use the Site for any other purpose, including any commercial purpose, without the Site's express prior written consent. Without the express prior written authorization of the Site, you may not: (a) duplicate the Site or any of the Materials contained therein (except as expressly provided above in Paragraph 5); (b) create derivative works based on the Site or any of the Materials contained therein; (c) use the Site or any of the Materials contained therein for any public display, public performance, sale or rental; (d) re-distribute the Site or any of the Materials contained therein; (e) remove any copyright or other proprietary notices from the Site or any of the Materials contained therein; (f) frame or utilize any framing techniques in connection with the Site or any of the Materials contained therein; (g) use any meta-tags or any other "hidden text" using the Site's name or marks; (h) "deep-link" to any page of the Site (including the homepage); (i) circumvent any encryption or other security tools used anywhere on the Site (including the theft of user names and passwords or using another person's user name and password in order to gain access to a restricted area of the Site); (j) use any data mining, robots or similar data gathering and extraction tools on the Site; (k) decompile, reverse engineer, modify or disassemble any of the software aspect of the Materials except and only to the extent permitted by applicable law; (l) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or any of your rights to access and use the Materials as granted in Paragraph 5 above; or (m) bookmark any page of the Site beyond the registration log-in screen. You agree to cooperate with the Site in causing any unauthorized use to cease immediately. At any time, if the Site provides a service enabling users to share information or communicate with other users, you hereby agree not to publish, disseminate or submit any defamatory, offensive or illegal material while using the Site or other services included on the Site. You are solely responsible for submitting any material that violates any United States or International laws even if a claim arises after your service is terminated, and, by doing so, your actions shall constitute a material breach of this Agreement and the Site shall terminate all your rights under this Agreement. If you share information and communicate with other users, you agree that all Materials you submit will be accessible to other users and will not be secure or private. You hereby agree that you have been noticed that all communications submitted to the Site can be accessed by agents, operators, and other users, regardless if they are the intended recipients of the messages.
7. Membership.
A. Registration.
You are responsible for providing all equipment and the computer necessary to access the Sites. You may become a member of the Sites by completing an online registration form. Upon submission of the online registration form, the Site or its authorized agent will process the application. In connection with completing the online registration form, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are a member. You must promptly inform the Site of all changes, including, but not limited to, changes in your email address. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Site or any of its authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Site has the right to suspend or terminate your account and refuse any and all current or future use of the Site.
B. Member Account, Password and Security.
As part of the registration process, you will select a unique user name and password which you must provide in order to post messages, edit your posts, reply to other user's posts, and otherwise gain access to the non-public portion of the Site. You represent and warrant that you will not disclose to any other person your unique user name and password and that you will not provide access to the Site to anyone who is below the age of majority in your state. You are solely responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur under your user name and password. The Site will not release your password for security reasons. You agree to (a) immediately notify the Site of any unauthorized use of your user name and password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You are liable and responsible for any unauthorized use of the Site until you notify the Site by email regarding that unauthorized use. Unauthorized access to the Site is illegal and a breach of this Agreement.
8. Termination.
You may cancel your membership at any time by providing our customer service department with a notice of your intent to cancel the membership along with your user name and password. Upon our processing of your request to cancel your membership, you will no longer be able to post or reply to messages on the Site.
The Site may terminate your access at any time, with or without advance notice, if: (a) Site believes that you have breached any material term of these Terms and Conditions; (b) Site decides to cease operations or to otherwise discontinue the Site; or (c) the Site determines that it is in its best interests to do so. Further, you agree that neither Site nor any third party acting on Site's behalf shall be liable to you for any termination of your access to the Site. You agree that if your account is terminated by Site, you will not attempt to re-register as a member without prior written consent from Site.
9. Links and Linking.
Some websites which are linked to the Site are owned and operated by third parties. Because the Site has no control over such sites and resources, you acknowledge and agree that the Site is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, services, products, or other materials on or available from such sites or resources. You further acknowledge and agree that the Site shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content available on or through any such site or resource. If you decide to access any such third party sites, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein. Third party links to websites or advertisements are not endorsed by the Site, but are for a user's convenience and should be accessed at a user's own risk. You agree to hold the Site harmless from any and all damages and liability that may result from links appearing on the Site. You further agree not to post links to any site containing any content relating to password trading, hacking, defamation, threats, intellectual property infringement, promotion or facilitation of gambling, or hate speech. Violations of this acceptable posting policy are grounds for immediate termination. The Sites Forum reserves the right to remove, edit, close or rearrange any message, threads, or images for any and all reasons, but is not obligated to remove such content.
10. Disclaimer of Warranty.
YOU EXPRESSLY AGREE THAT USE OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN IS AT YOUR OWN AND SOLE RISK. THE SITE AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SITE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR ANY MATERIALS CONTAINED THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE SITE MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN. YOU ALSO UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SITE MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTION ENTERED INTO THROUGH THE SITE AND IS NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY SELLERS OR THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. Liability Limit.
IN NO EVENT SHALL THE SITE (OR ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, SERVICE PROVIDERS, OR ANY OTHER SUBSCRIBERS OR SUPPLIERS) BE LIABLE TO YOU, OR ANY OTHER THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, WHICH MAY ARISE FROM ANY PERSON'S USE, MISUSE, OR INABILITY TO USE THE SITE OR ANY OF THE MATERIALS CONTAINED THEREIN, EVEN IF THE SITE HAS BEEN ADVISED OF THE PROBABILITY OF SUCH DAMAGES. THIS IS FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SITE'S MAXIMUM TOTAL AGGREGRATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION OR $10.00, WHICHEVER IS GREATER. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12. Indemnity.
You agree to defend, indemnify, and hold harmless the Site, its officers, directors, shareholders, employees, independent contractors and agents, from and against any and all claims, actions, liabilities, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your, or you under another person's authority including without limitation to governmental agencies, use, misuse, or inability to use the Site or any of the Materials contained therein, or your breach of any of these Terms and Conditions. The Site shall promptly notify you by electronic mail of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. The Site may participate in the defense of such claim or defense at its own expense, and choose its own legal counsel, but is not obligated to do so.
13. No Agency Relationship.
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
14. Legal Compliance.
User shall conform to all applicable laws, statutes, and regulations regarding user's use of the Site and of the Site's Forum areas. IF THE SITE DETERMINES THAT YOU INTEND TO USE THIS SITE FOR ANY ILLEGAL PURPOSES, WE EXPRESSLY RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP AND REGISTRATION IMMEDIATELY. WE DO NOT ENDORSE NOR CONDONE ANY ILLEGAL ACTIVITIES, INCLUDING PROMOTION OR FACILIATION OF GAMBLING, WAGERING, GAMES OF SKILL OR CHANCE, DEFAMATION, OR INVASION OF PRIVACY/PUBLICITY RIGHTS. By using the Site, users agree not to post any Materials or messages that are vulgar, hateful, racist, defamatory, false, threatening, violent, harassing, or abusive messages, that otherwise may violate any state, federal or International laws or may violate the Site's Terms and Conditions. Users are encouraged to check with local law enforcement authorities to determine if any proposed messages or activities violate legal restrictions.
15. Notices.
A. Notice.
Any notice required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne.
B. Change of Address.
Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
16. Trademark Information.
The terms "Football.com," "Football.com, Inc.," and "Basketball.com" are service marks of Football.com, Inc. The Sites' logos, domains, service marks, and trademarks may not be used publicly except with the Sites' written permission. We aggressively defend our intellectual property rights. Other manufacturers' product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners. The Sites' marks may not be used publicly except with express written permission from the Sites, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Sites.
17. Copyright Information.
The Materials accessible from the Site, and any other World Wide Web site owned, operated, licensed, or controlled by Site are the proprietary information and valuable intellectual property of the Sites and the Sites retain all right, title, and interest in the Materials. ALL MATERIALS AND MESSAGES SUBMITTED TO THE SITES BECOMES THE PROPERTY OF THE SITES. Accordingly, the Materials may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of the Sites, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in these Terms and Conditions violates the Site's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Site. All content included on the Sites, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software is the property of the Sites or its content suppliers and is protected by United States and international copyright laws. The compilation of all content on each Site is the exclusive property of the Site or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
18. Notice of Claimed Copyright Infringement.
The Sites respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Sites' Designated Copyright Agent the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on a Site;
(d) your address, telephone number, and email address;
(e) 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
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
You may send your Notice of Claimed Infringement to our Designated Agent, as follows:
Lawrence G. Walters, Esquire
781 Douglas Avenue
Altamonte Springs, FL 32714
Phone: (407) 389-4529
Fax: (407) 774-6151
Larry@LawrenceWalters.com
Please do not sent other inquires or information to our Designated Agent.
19. Notice and Takedown Procedures.
The Sites implement the following "notice and takedown" procedure upon receipt of any notification of claimed copyright infringement. The Sites reserve the right at any time to disable access to, or remove any material or activity accessible on or from any Site or any Materials claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of the Sites to terminate the account of repeat copyright infringers, when appropriate, and the Sites will act expeditiously to remove access to all material that infringes on another's copyright, according to the procedure set forth in 17 U.S.C. §512 of the Digital Millennium Copyright Act ("DMCA"). The Sites' DMCA Notice Procedures are set forth in the preceding paragraph. If the notice does not comply with Paragraph 18 and §512 of the DMCA, but does comply with three requirements for identifying sites that are infringing according to §512 of the DMCA, the Sites shall attempt to contact or take other reasonable steps to contact the complaining party to help that party comply with the notice requirements. When the Designated Agent receives a valid notice, the Site will expeditiously remove and/or disable access to the infringing material and shall notify the affected user. Then, the affected user may submit a counter-notification to the Designated Agent containing a statement made under penalty of perjury that the user has a good faith belief that the material was removed because of misidentification of the material. After the Designated Agent receives the counter-notification, it will replace the material at issue within 10-14 days after receipt of the counter-notification unless the Designated Agent receives notice that a court action has been filed by the complaining party seeking an injunction against the infringing activity. The Sites reserve the right to modify, alter or add to this policy, and all users should regularly check back to these Terms and Conditions to stay current on any such changes.
20. Export Control.
You understand and acknowledge that the software elements of the Materials on the Sites may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to United States law is prohibited. You will not assist or participate in any such diversion or other violation of applicable United States laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable United States laws and regulations and that you will abide by such laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
21. Force Majeure.
The Sites shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond our reasonable control, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, including Y2K errors or omissions, for so long as such event continues to delay the Sites' performance.
22. General Provisions.
A. Governing Law.
These Terms and Conditions and all matters arising out of or otherwise relating to these Terms and Conditions shall be governed by the laws of the State of Florida, excluding its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and Conditions. The parties hereby submit to the personal jurisdiction of the state and federal courts of the State of Florida. Exclusive venue for any litigation or arbitration permitted under this Agreement shall be with the state and federal courts located in Seminole County, Florida.
B. Rights to Injunctive Relief.
Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party's breach, and that an aggrieved party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
C. Binding Arbitration.
If there is a dispute between the parties arising out of or otherwise relating to these Terms and Conditions, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party may submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims under applicable worker's compensation law and unemployment insurance claims. The arbitration shall be conducted in Seminole County, Florida, and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce. The party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator's fees. Each party shall bear its own attorneys' fees (except if the matter is for the collection of a debt owed in which case the prevailing party shall be awarded its attorneys fees, all arbitration costs and the arbitrator fees (if applicable), in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms and Conditions; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. This Section shall not apply to any breach (or any allegation which if true would constitute a breach) of any matter relating to intellectual property. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
D. Assignment.
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither these Terms and Conditions nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by you.
E. Severability.
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms and Conditions, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms and Conditions will continue in full force and effect.
F. Attorney's Fees.
In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to attorney's fees, including attorney's fees incurred on appeal.
G. No Waiver.
No waiver of the Site shall be deemed a waiver of any subsequent default of the same provision of these Terms and Conditions. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms and Conditions.
H. Headings.
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Terms and Conditions. All titles or headings on the Site are likewise included for convenience, and shall not be construed to add or detract from any meaning of the content following or tied to the title or heading.
I. Complete Agreement.
These Terms and Conditions constitute the entire agreement between the parties with respect to your access and use of the Site and the Materials contained therein, and your membership with the Site, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter (except, to the extent applicable, any Download Agreement or similar contract governing the parties' rights and responsibilities in connection with any specific Materials downloadable from the Site). No amendment to or modification of these Terms and Conditions will be binding unless in writing and signed by a duly authorized representative of both parties.
J. Modifications.
The Site reserves the right to change any of the provisions posted herein and you agree to review these Terms and Conditions each time you visit the Site. Your continued use of the Site following the Site's posting of any changes to these Terms and Conditions constitutes your acceptance to such changes. The Site does not and will not assume any obligation to provide you with notice of any change to these Terms and Conditions. Unless accepted by the Site in writing, these Terms and Conditions may not be amended by you.
K. Government Rights.
The software elements of this Site have been developed at private expense and are "commercial computer software" or "restricted computer software" within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to: (1) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (2) restrict any government rights in any extensions or custom solutions provided hereunder and developed at government expense.
L. Other Jurisdictions.
The Site makes no representation that the Site or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site from such locations do on their own initiative and are solely responsible for compliance with all applicable local laws.
M. Use of Forums.
Occasionally, we encounter problems when members post illegal or infringing materials on the message board, and some entity or individual attempts to hold the site's owners civilly or criminally responsible. We have attempted, in the attached Terms & Conditions, to limit or eliminate your liability for such postings, to the greatest extent provided by law. However, complete immunity from liability is never available, so your Forum should be moderated. Particular attention should be paid to any attempt to use your Forum as a means or instrument to facilitate gambling or wagering activities. You should also confirm that intellectual property rights are being respected on the Forum. If you have any questions about posting liability after reading the Terms & Conditions, please contact us.
Football.com, Inc., reserves the right to change the Sites at any time. Users may contact the Sites at sales@football.com in order to receive further information about the Sites.
COMPLAINTS - CALIFORNIA RESIDENTS.
The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
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